Common use of Successor Agent Clause in Contracts

Successor Agent. The Agent or any Co-Collateral Agent may resign as Agent or Co-Collateral Agent, as applicable, upon 30 days’ notice to the Lenders and the Borrowers. If the Agent or any Co-Collateral Agent shall resign as Agent or Co-Collateral Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent or co-collateral agent for the Lenders, which successor agent or co-collateral agent shall (unless an Event of Default shall have occurred and be continuing) be subject to approval by the Borrowers (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent or co-collateral agent shall succeed to the rights, powers and duties of the Agent and the resigning Co-Collateral Agent, and the term “Agent” and “Co-Collateral Agent” shall mean such successor agent or successor co-collateral agent effective upon such appointment and approval, and the former Agent’s or Co-Collateral Agent’s rights, powers and duties as Agent or Co-Collateral Agent, as applicable, shall be terminated, without any other or further act or deed on the part of such former Agent or Co-Collateral Agent or any of the parties to this Agreement or any holders of the Advances. If no successor agent or co-collateral agent has accepted appointment as Agent or Co-Collateral Agent, as applicable, by the date that is 30 days following a retiring Agent’s or Co-Collateral Agent’s notice of resignation, the retiring Agent’s or Co-Collateral Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Agent or Co-Collateral Agent hereunder, as applicable, until such time, if any, as the Required Lenders appoint a successor agent or successor co-collateral agent as provided for above. After any retiring Agent’s or Co-Collateral Agent’s resignation as Agent or Co-Collateral Agent, the provisions of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent or Co-Collateral Agent under this Agreement and the other Loan Documents.

Successor Agent. The Agent or any Co-Collateral Agent may resign as Agent or Co-Collateral Agent, as applicable, upon 30 days’ at any time by giving not less than thirty (30) days prior written notice thereof to the Lenders and the BorrowersBorrower. Upon any such resignation, the Requisite Lenders shall have the right to appoint a successor Agent. If the Agent or any Co-Collateral no successor Agent shall resign as Agent or Co-Collateral Agent under this Agreement have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the other Loan Documentsresigning Agent’s giving notice of resignation, then the Required resigning Agent may, on behalf of the Holders, appoint a successor Agent, which shall be a Lender, if a Lender is willing to accept such appointment, or otherwise shall be a commercial bank or financial institution or a subsidiary of a commercial bank or financial institution if such commercial bank or financial institution is organized under the laws of the United States of America or of any State thereof and has a combined capital and surplus of at least $300,000,000. If no successor Agent has been appointed pursuant to the foregoing, by the 30th day after the date such notice of resignation was given by the resigning Agent, such resignation shall become effective and the Requisite Lenders shall thereafter perform all the duties of the Agent hereunder until such time, if any, as the Requisite Lenders appoint from among the Lenders a successor agent Agent as provided above. Any successor Agent appointed by Requisite Lenders hereunder shall be subject to the approval of the Borrower, such approval not to be unreasonably withheld or co-collateral agent for the Lenders, which successor agent delayed; provided that such approval shall not be required if a Default or co-collateral agent shall (unless an Event of Default shall have occurred and be continuing) be subject to approval . Upon the acceptance of any appointment as Agent hereunder by the Borrowers (which approval shall not be unreasonably withheld or delayed)a successor Agent, whereupon such successor agent or co-collateral agent Agent shall succeed to and become vested with all the rights, powers powers, privileges and duties of the Agent and resigning Agent. Upon the resigning Co-Collateral Agent, and the term “Agent” and “Co-Collateral Agent” shall mean such successor agent or successor co-collateral agent effective upon such appointment and approval, and the former Agent’s or Co-Collateral Agent’s rights, powers and duties as Agent or Co-Collateral Agent, as applicable, shall be terminated, without any other or further act or deed on the part of such former Agent or Co-Collateral Agent or any earlier of the parties to this Agreement or acceptance of any holders of the Advances. If no successor agent or co-collateral agent has accepted appointment as Agent hereunder by a successor Agent or Co-Collateral Agent, as applicable, by the effective date that is 30 days following a retiring of the resigning Agent’s or Co-Collateral Agent’s notice of resignation, the retiring Agent’s resigning Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents, except that any indemnity rights or Co-Collateral other rights in favor of such resigning Agent shall continue. After any resigning Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Agent or Co-Collateral Agent hereunder, as applicable, until such time, if any, as the Required Lenders appoint a successor agent or successor co-collateral agent as provided for above. After any retiring Agent’s or Co-Collateral Agent’s resignation as Agent or Co-Collateral Agent, the provisions of this Article VIII Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent or Co-Collateral the Agent under this Agreement and the other Loan Documents. The Agent may be removed at the written direction of the holders (other than the Agent) of two-thirds or more of the Revolving Credit Commitments (excluding the Agent’s Revolving Credit Commitment); provided that in so doing, such Lenders shall be deemed to have waived and released any and all claims they may have against the Agent.

Successor Agent. The Agent or may at any Co-Collateral Agent may resign as Agent or Co-Collateral Agent, as applicable, upon 30 days’ time give notice of its resignation to the Lenders and the BorrowersCompany and may be removed at any time with or without cause by the Majority Lenders. If Upon any such resignation or removal, the Agent or any Co-Collateral Agent shall resign as Agent or Co-Collateral Agent under this Agreement and the other Loan Documents, then the Required Majority Lenders shall appoint from among have the Lenders a successor agent or co-collateral agent for right, with the Lenders, which successor agent or co-collateral agent shall consent of the Company (unless an if no Event of Default shall have has occurred and be is continuing) be subject , such consent not to approval by the Borrowers (which approval shall not be unreasonably withheld or delayed), whereupon to appoint a successor, which shall be a bank with an office in New York, New York, or an Affiliate of any such bank with an office in New York, New York. If no such successor agent or coshall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation (such 30-collateral agent shall succeed to day period, the rights“Lender Appointment Period”), powers and duties then the retiring Agent may on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above. In addition and the resigning Co-Collateral Agent, and the term “Agent” and “Co-Collateral Agent” shall mean such successor agent or successor co-collateral agent effective upon such appointment and approval, and the former Agent’s or Co-Collateral Agent’s rights, powers and duties as Agent or Co-Collateral Agent, as applicable, shall be terminated, without any other or further act or deed obligation on the part of such former the retiring Agent or Co-Collateral Agent or any to appoint, on behalf of the parties to this Agreement Lenders, a successor Agent, the retiring Agent may at any time upon or any holders after the end of the Advances. If Lender Appointment Period notify the Company and the Lenders that no successor agent or co-collateral agent qualifying Person has accepted appointment as successor Agent or Co-Collateral Agent, as applicable, by and the effective date that is 30 days following a of such retiring Agent’s or Co-Collateral Agent’s resignation. Upon the resignation effective date established in such notice and regardless of resignationwhether a successor Agent has been appointed and accepted such appointment, the retiring Agent’s or Co-Collateral Agent’s resignation shall nevertheless thereupon nonetheless become effectiveeffective and (i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and under the other Loan Documents and (ii) all payments, communications and the Lenders shall assume and perform all of the duties of determinations provided to be made by, to or through the Agent shall instead be made by or Co-Collateral Agent hereunder, as applicableto each Lender directly, until such time, if any, time as the Required Majority Lenders appoint a successor agent or successor co-collateral agent Agent as provided for aboveabove in this paragraph. 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 as Agent of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations as Agent hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph). After any the retiring Agent’s or Co-Collateral Agent’s resignation as Agent or Co-Collateral Agenthereunder and under the other Loan Documents, the provisions of this Article VIII and Section 8.4 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Agent was Agent or Co-Collateral Agent under this Agreement and the other Loan Documentsacting as Agent.

Successor Agent. The Agent or any Co-Collateral (a) Subject to the terms of this paragraph, the Agent may resign at any time from its capacity as such. In connection with such resignation, the Agent or Co-Collateral Agentshall give notice of its intent to resign to the Lenders, as applicablethe Issuing Banks and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, upon 30 daysfive Business Days’ notice to the Lenders and the Borrowers. If the Agent or any Co-Collateral Agent shall resign Borrower and, so long as Agent or Co-Collateral Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent or co-collateral agent for the Lenders, which successor agent or co-collateral agent shall (unless an no Event of Default shall have has occurred and be continuing) be subject to , written approval by the Borrowers Borrower (which approval shall not to be unreasonably withheld or delayed, and which consent shall be deemed granted if the Borrower fails to respond within ten (10) Business Days of a request for approval or if such proposed successor is a Lender or an Affiliate of a Lender), whereupon to appoint a successor. If no 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 intent to resign, then the retiring Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor Agent, which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance by a successor of the appointment as Agent hereunder, such successor agent or co-collateral agent shall succeed to and become vested with all the rights, powers powers, privileges and duties of the Agent and the resigning Co-Collateral retiring Agent, and the term “Agent” retiring Agent shall be discharged from its duties and “Co-Collateral Agent” obligations hereunder and under the other Loan Documents. (b) The fees payable by the Borrower to a successor Agent shall mean be the same as those payable to its predecessor unless otherwise agreed by the Borrower and such successor. Notwithstanding the foregoing, in the event no successor agent or successor co-collateral agent effective upon Agent shall have been so appointed and shall have accepted such appointment and approval, and the former Agent’s or Co-Collateral Agent’s rights, powers and duties as Agent or Co-Collateral Agent, as applicable, shall be terminated, without any other or further act or deed on the part of such former Agent or Co-Collateral Agent or any of the parties to this Agreement or any holders of the Advances. If no successor agent or co-collateral agent has accepted appointment as Agent or Co-Collateral Agent, as applicable, by the date that is within 30 days following a after the retiring Agent’s or Co-Collateral Agent’s Agent gives notice of resignationits intent to resign, the retiring Agent may give notice of the effectiveness of its resignation to the Lenders, the Issuing Banks and the Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (i) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents; provided that, solely for purposes of maintaining any security interest granted to the Agent under any Security Document for the benefit of the Secured Parties, the retiring 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 Agent’s , shall continue to hold such Collateral, in each case until such time as a successor Agent is appointed and accepts such appointment in accordance with this paragraph (it being understood and agreed that the retiring Agent shall have no duty or Co-Collateral obligation to take any further action under any Security Document, including any action required to maintain the perfection of any such security interest), and (ii) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent; provided that (A) all payments required to be made hereunder or under any other Loan Document to the Agent for the account of any Person other than the Agent shall be made directly to such Person and (B) all notices and other communications required or contemplated to be given or made to the Agent shall also directly be given or made to each Lender and each Issuing Bank. Following the effectiveness of the Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Agent or Co-Collateral Agent hereunder, from its capacity as applicable, until such time, if any, as the Required Lenders appoint a successor agent or successor co-collateral agent as provided for above. After any retiring Agent’s or Co-Collateral Agent’s resignation as Agent or Co-Collateral Agentsuch, the provisions of this Article VIII and Section 9.03, as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan Document, shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was acting as Agent or Co-Collateral Agent and in respect of the matters referred to in the proviso under this Agreement and the other Loan Documentsclause (i) above.

Successor Agent. (a) The Agent or any Co-Collateral Agent may resign as at any time by giving 30 days’ prior written notice thereof to the Lenders, the Issuing Bank and the Borrower Representative (or in the case of the FILO Agent, the Administrative Agent, the FILO Term Loan Lenders and the Borrower Representative), whether or not a successor Agent has been appointed. Upon any such resignation, (x) the Required Lenders shall have the right, to appoint a successor Administrative Agent and (y) the Required FIL Lenders shall have the right, to appoint a successor FILO Agent. If no successor Agent shall have been so appointed by the Required Lenders (or Co-Collateral Agentthe Required FILO Lenders, as applicable) and shall have accepted such appointment within 30 days after the retiring Agent’s giving of notice of resignation, upon 30 days’ notice to then the retiring Agent may, on behalf of the Lenders and the Borrowers. If Issuing Bank (or in the case of the FILO Agent, the FILO Term Loan Lenders), appoint a successor Agent or any Co-Collateral (which in the case of the Administrative Agent shall resign be a bank with an office in New York, New York or an Affiliate of any such bank). In either case, such appointment shall be subject to the prior written approval of the Borrower Representative (which approval may not be unreasonably withheld and shall not be required while a Specified Event of Default has occurred and is continuing). Upon the acceptance of any appointment as Agent or Co-Collateral by a successor Agent, such successor Agent shall succeed to and become vested with, all the rights, powers, privileges and duties of the retiring Agent. Upon the acceptance of appointment as Agent by a successor Agent, the retiring Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents. Prior to any retiring Agent’s resignation hereunder as Agent, then the Required Lenders retiring Agent shall appoint take such action as may be reasonably necessary to assign to the successor Agent its rights as Agent under the Loan Documents. (b) Notwithstanding paragraph (a) of this Section, in the event no successor Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its intent to resign, the retiring Agent may give notice of the effectiveness of its resignation to the Lenders, the Issuing Bank and the Borrower Representative (or in the case of the FILO Agent, the FILO Term Loan Lenders), whereupon, on the date of effectiveness of such resignation stated in such notice, (i) the retiring Agent shall be discharged from among its duties and obligations hereunder and under the Lenders a successor agent or co-other Loan Documents; provided that, solely for purposes of maintaining any security interest granted to the Administrative Agent under any Collateral 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 Lendersbenefit of the Secured Parties and continue to be entitled to the rights set forth in such Collateral Document and Loan Document, which 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 agent or co-collateral agent shall Administrative Agent is appointed and accepts such appointment in accordance with this Section (unless an Event of Default it being understood and agreed that the retiring Administrative Agent shall have occurred and be continuing) be subject no duty or obligation to approval by take any further action under any Collateral Document, including any action required to maintain the Borrowers (which approval shall not be unreasonably withheld or delayedperfection of any such security interest), whereupon such successor agent and (ii) the Required Lenders (or co-collateral agent the Required FILO Lenders with respect to the FILO Agent) shall succeed to and become vested with all the rights, powers powers, privileges and duties of the retiring Agent; provided that (A) all payments required to be made hereunder or under any other Loan Document to the Agent for the account of any Person other than the Agent shall be made directly to such Person and (B) all notices and other communications required or contemplated to be given or made to the resigning Co-Collateral Agent, Agent shall directly be given or made to each Lender and Issuing Bank (or the term “Agent” and “Co-Collateral Agent” shall mean such successor agent or successor co-collateral agent effective upon such appointment and approval, and the former Agent’s or Co-Collateral Agent’s rights, powers and duties as Agent or Co-Collateral AgentFILO Term Loan Lenders, as applicable, shall be terminated, without any other or further act or deed on ). Following the part of such former Agent or Co-Collateral Agent or any effectiveness of the parties to this Agreement or any holders of the Advances. If no successor agent or co-collateral agent has accepted appointment as Agent or Co-Collateral Agent, as applicable, by the date that is 30 days following a retiring Agent’s or Co-Collateral Agent’s notice of resignation, the retiring Agent’s or Co-Collateral Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Agent or Co-Collateral Agent hereunder, from its capacity as applicable, until such time, if any, as the Required Lenders appoint a successor agent or successor co-collateral agent as provided for above. After any retiring Agent’s or Co-Collateral Agent’s resignation as Agent or Co-Collateral Agentsuch, the provisions of this Article VIII Article, Section 2.17(d) and Section 9.03, as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan Document, shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Agent was acting as Agent and in respect of the matters referred to in the proviso under clause (a) above. (c) Simultaneously with the Discharge of Revolving Obligations, JPMORGAN CHASE BANK, N.A. (or Co-Collateral Agent under this Agreement its successor or assigns) shall resign as the Administrative Agent, and the other Loan DocumentsRequired FILO Lenders shall appoint successor Administrative Agent. Notwithstanding any of the foregoing, such appointment shall not require the prior written approval of Borrower Representative if the successor Administrative Agent is the FILO Agent.

Successor Agent. The Agent or any Co-Collateral Agent may resign as Agent or Co-Collateral Agent, as applicable, upon 30 days’ at any time by giving written notice thereof to the Lenders and the BorrowersBorrower, such resignation to be effective upon the appointment of a successor Agent or, if no successor Agent has been appointed, 45 days after the resigning Agent gives notice of its intention to resign. Upon any such resignation the Required Lenders shall have the right to appoint, on behalf of the Borrower and the Lenders, a successor Agent. If no successor Agent shall have been so appointed by the Required Lenders within 30 days after the resigning Agent's giving notice of its intention to resign, then the resigning Agent may appoint, on behalf of the Borrower and the Lenders, a successor Agent. If the Agent or any Co-Collateral has resigned and no successor Agent shall resign as Agent or Co-Collateral Agent under this Agreement and the other Loan Documentshas been appointed, then the Required Lenders shall appoint from among the Lenders a successor agent or co-collateral agent for the Lenders, which successor agent or co-collateral agent shall (unless an Event of Default shall have occurred and be continuing) be subject to approval by the Borrowers (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent or co-collateral agent shall succeed to the rights, powers and duties of the Agent and the resigning Co-Collateral Agent, and the term “Agent” and “Co-Collateral Agent” shall mean such successor agent or successor co-collateral agent effective upon such appointment and approval, and the former Agent’s or Co-Collateral Agent’s rights, powers and duties as Agent or Co-Collateral Agent, as applicable, shall be terminated, without any other or further act or deed on the part of such former Agent or Co-Collateral Agent or any of the parties to this Agreement or any holders of the Advances. If no successor agent or co-collateral agent has accepted appointment as Agent or Co-Collateral Agent, as applicable, by the date that is 30 days following a retiring Agent’s or Co-Collateral Agent’s notice of resignation, the retiring Agent’s or Co-Collateral Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and may perform all of the duties of the Agent or Co-Collateral 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 Lenders. No successor Agent hereunder, as applicable, shall be deemed to be appointed hereunder until such timesuccessor Agent has accepted the appointment and, if anyno Default or Unmatured Default has occurred and is continuing, the Borrower has consented to such appointment. Any such successor 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 Required Lenders appoint Agent hereunder by a successor agent Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning Agent, shall be obligated to issue substitute letters of credit for the outstanding Letters of Credit issued by the resigning Agent or successor co-collateral agent as provided for aboveotherwise to provide credit assurance satisfactory to the resigning Agent with respect to such outstanding Letters of Credit. Upon the effectiveness of the resignation of the Agent, the resigning Agent shall be discharged from its duties and obligations hereunder and under the Loan Documents. After any retiring Agent’s or Co-Collateral Agent’s the effectiveness of the resignation as Agent or Co-Collateral of an Agent, the provisions of this Article VIII X shall inure to its continue in effect for the benefit as to of such Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Agent or Co-Collateral Agent hereunder and under this Agreement and the other Loan Documents.

Successor Agent. The Agent or any Co-Collateral Agent may resign as Agent or Co-Collateral Agent, as applicable, upon 30 days’ days (ten days if an Event of Default has occurred and is continuing) prior written notice to the Lenders (unless such notice is waived by the Required Lenders) and the BorrowersBorrowers (unless such notice is waived by Borrowers or a Default or Event of Default has occurred and is continuing). If the Agent or any Co-Collateral Agent shall resign as Agent or Co-Collateral Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall be entitled, with (so long as no Event of Default has occurred and is continuing) the consent of Borrowers (such consent not to be unreasonably withheld, delayed, or conditioned), appoint a successor Agent for the Lenders. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders and Borrowers, 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 may agree in writing to remove and replace Agent with a successor Agent from among the Lenders a successor agent or co-collateral agent for the Lenders, which successor agent or co-collateral agent shall with (unless an so long as no Event of Default shall have has occurred and be is continuing) be subject to approval by the consent of Borrowers (which approval shall such consent not to be unreasonably withheld withheld, delayed, or delayedconditioned). In any such event, whereupon upon the acceptance of its appointment as successor Agent hereunder, such successor agent or co-collateral agent Agent shall succeed to all the rights, powers powers, and duties of the retiring Agent and the resigning Co-Collateral Agent, and the term “Agent” and “Co-Collateral Agent” shall mean such successor agent or successor co-collateral agent effective upon such appointment and approval, Agent and the former retiring Agent’s or Co-Collateral Agent’s rightsappointment, powers powers, and duties as Agent or Co-Collateral Agent, as applicable, shall be terminated, without any other or further act or deed on the part of such former Agent or Co-Collateral Agent or any of the parties to this Agreement or any holders of the Advances. If no successor agent or co-collateral agent has accepted appointment as Agent or Co-Collateral Agent, as applicable, by the date that is 30 days following a retiring Agent’s or Co-Collateral Agent’s notice of resignation, the retiring Agent’s or Co-Collateral Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Agent or Co-Collateral Agent hereunder, as applicable, until such time, if any, as the Required Lenders appoint a successor agent or successor co-collateral agent as provided for above. After any retiring Agent’s or Co-Collateral Agent’s resignation hereunder as Agent or Co-Collateral Agent, the provisions of this Article VIII Section 13.9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent or Co-Collateral Agent under this Agreement Agreement. If no successor Agent has accepted appointment as Agent by the date which is 30 days following a retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and the other Loan DocumentsLenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

Successor Agent. (a) The Agent or may at any Co-Collateral Agent may resign as Agent or Co-Collateral Agent, as applicable, upon 30 days’ time give notice of its resignation to the Lenders Lenders, the Issuing Banks and the BorrowersBorrower. If the Agent or Upon receipt of any Co-Collateral Agent shall resign as Agent or Co-Collateral Agent under this Agreement and the other Loan Documentssuch notice of resignation, then the Required Lenders shall appoint from among have the Lenders a successor agent or co-collateral agent for right, with the Lenders, which successor agent or co-collateral agent shall consent of the Borrower (unless an Event of Default shall have occurred and be continuing) be subject not to approval by the Borrowers (which approval shall not be unreasonably withheld or delayed)) to appoint a successor, whereupon which shall be a Lender having an office in Toronto, Ontario or an Affiliate of any such successor agent or co-collateral agent Lender with an office in Toronto. The consent of the Borrower referred to above shall succeed not be required if a Default has occurred and is continuing. The Agent may also be removed at any time by the Required Lenders upon 30 days' notice to the rights, powers and duties of the Agent and the resigning Co-Collateral AgentBorrower as long as the Required Lenders, in consultation with the Borrower, appoint and obtain the term “Agent” acceptance of a successor within such 30 days, which shall be a Lender having an office in Toronto or an Affiliate of any such Lender with an office in Toronto. Notwithstanding the foregoing, the Required Lenders shall not be obligated to consult with the Borrower if a Default has occurred and “Co-Collateral Agent” shall mean is continuing. (b) If no such successor agent or successor co-collateral agent effective upon has been so appointed by the Required Lenders and has accepted such appointment and approvalwithin 30 days after the retiring Agent gives notice of its resignation, and then the former Agent’s or Co-Collateral Agent’s rights, powers and duties as retiring Agent or Co-Collateral Agent, as applicable, shall be terminated, without any other or further act or deed may on the part of such former Agent or Co-Collateral Agent or any behalf of the parties to this Agreement or any holders of Lenders, appoint a successor Agent meeting the Advances. If no successor agent or co-collateral agent has accepted appointment as qualifications specified in the immediately preceding paragraph, provided that if the Agent or Co-Collateral Agent, as applicable, by notifies the date that is 30 days following a retiring Agent’s or Co-Collateral Agent’s notice of resignation, the retiring Agent’s or Co-Collateral Agent’s resignation shall nevertheless thereupon become effective, Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall assume nonetheless become effective in accordance with such notice and perform all (a) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that the retiring Agent shall continue to hold the Guarantees and any security held by the Agent on behalf of the duties of Lenders until such time as a successor Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or Co-Collateral Agent hereunder, as applicableto each Lender directly, until such time, if any, time as the Required Lenders appoint a successor agent or successor co-collateral agent Agent as provided for abovein the preceding paragraph. (c) Upon 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 former Agent, and the former 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 in the preceding paragraph). 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 Agent’s or Co-Collateral Agent’s resignation as Agent or Co-Collateral the termination of the service of the former Agent, the provisions of this Article VIII 10 and of Section 13.8 shall inure to continue in effect for the benefit of the former Agent, its benefit as to subagents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the former Agent was Agent or Co-Collateral Agent under this Agreement and the other Loan Documentsacting as Agent.

Successor Agent. The Agent or any Co-Collateral Agent may resign as Agent or Co-Collateral Agent, as applicable, upon 30 days’ at any time by giving written notice thereof to the Lenders and the BorrowersBorrower, 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. If the Agent or Upon any Co-Collateral Agent shall resign as Agent or Co-Collateral Agent under this Agreement and the other Loan Documentssuch resignation, then the Required Lenders shall appoint from among have the Lenders a successor agent or co-collateral agent for right, with the Lenders, which successor agent or co-collateral agent shall (unless an Event consent of Default shall have occurred and be continuing) be subject to approval by the Borrowers Borrower (which approval consent shall not be unreasonably withheld or delayedand which consent shall not be required if a Default has occurred and is continuing), whereupon such successor agent or co-collateral agent shall succeed to the rightsappoint, powers and duties on behalf of the Agent and the resigning Co-Collateral Lenders, a successor Agent, and the term “Agent” and “Co-Collateral Agent” shall mean such successor agent or successor co-collateral agent effective upon such appointment and approval, and the former Agent’s or Co-Collateral Agent’s rights, powers and duties as Agent or Co-Collateral Agent, as applicable, shall be terminated, without any other or further act or deed on the part of such former Agent or Co-Collateral Agent or any of the parties to this Agreement or any holders of the Advances. If no successor agent Agent shall have been so appointed by the Required Lenders within thirty days after the resigning Agent’s giving notice of its intention to resign, then the resigning Agent may appoint, on behalf of the Lenders, a successor Agent. Notwithstanding the previous sentence, the Agent may at any time without the consent of the Borrower or co-collateral agent has accepted appointment any Lender, appoint any of its Affiliates which is a financial institution as a successor Agent hereunder. If the Person serving as Agent or Co-Collateral Agentis a Defaulting Lender pursuant to clause (d) of the definition thereof, as applicablethe Required Lenders may, to the extent permitted by applicable law, by notice in writing to the date that Borrower and such Person remove such Person as Agent and, with the consent of the Borrower (which consent shall not be unreasonably withheld and which consent shall not be required if a Default has occurred and is 30 continuing), appoint a successor Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days following a retiring Agent’s (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. If the Agent has resigned or Co-Collateral Agent’s notice of resignationbeen removed and no successor Agent has been appointed, the retiring Agent’s or Co-Collateral Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and may perform all of the duties of the Agent or Co-Collateral 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 Lenders. No successor Agent hereunder, as applicable, shall be deemed to be appointed hereunder until such time, if any, 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 the Required Lenders appoint Agent hereunder by a successor agent Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning Agent. Upon the effectiveness of the resignation or successor co-collateral agent removal of the Agent, the resigning or removed Agent shall be discharged from its duties and obligations hereunder and under the Loan Documents and may, at the Borrower’s option, be replaced as provided for abovea Lender pursuant to Section 2.21. After any retiring Agent’s the effectiveness of the resignation or Co-Collateral Agent’s resignation as Agent or Co-Collateral removal of an Agent, the provisions of this Article VIII X shall inure to its continue in effect for the benefit as to of such Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Agent or Co-Collateral Agent hereunder and under this Agreement and the other Loan Documents.

Successor Agent. The Agent or any Co-Collateral Agent may resign as Agent or Co-Collateral Agent, as applicable, upon 30 days’ written notice to the Lenders and the BorrowersBorrower; provided that any such resignation by Bank of America shall also constitute its resignation as Agent in its capacity of issuer of Letters of Credit. If the Agent or any Co-Collateral Agent shall resign as Agent or Co-Collateral Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among the Lenders a successor agent or co-collateral agent Agent for the Lenders, which successor agent or co-collateral agent Agent shall (unless an Event be consented to by Borrower at all times other than during the existence of a Default shall have occurred and be continuing) be subject to approval by the Borrowers (which approval consent of Borrower shall not be unreasonably withheld or delayed). If no successor Agent is appointed prior to the effective date of the resignation of Agent, whereupon Agent may appoint, after consulting with Lenders and Borrower, a successor Agent from among Lenders. Upon the acceptance of its appointment as successor Agent hereunder, the Person acting as such successor agent or co-collateral agent Agent shall succeed to all the rights, powers and duties of the retiring Agent and the resigning Co-Collateral Agent, (including those in its capacity as issuer of Letters of Credit) and the term “Agent” and “Co-Collateral Agent” shall mean such successor agent or successor co-collateral agent effective upon Agent in all such appointment and approval, capacities and the former retiring Agent’s or Co-Collateral Agent’s rightsappointment, powers and duties as Agent or Co-Collateral Agent, as applicable, shall be terminated, without any other or further act or deed on the part of such former Agent or Co-Collateral retiring Agent or any other Lender, other than the obligation of the parties successor Agent to this Agreement or any holders issue letters of credit in substitution for the Advances. If no successor agent or co-collateral agent has accepted appointment as Agent or Co-Collateral Agent, as applicable, by the date that is 30 days following a retiring Agent’s or Co-Collateral Agent’s notice Letters of resignation, the retiring Agent’s or Co-Collateral Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Agent or Co-Collateral Agent hereunder, as applicable, until such timeCredit, if any, as outstanding at the Required Lenders appoint a successor agent time of such succession or successor co-collateral agent as provided for aboveto make other arrangements satisfactory to the retiring Agent to effectively assume the obligations of the retiring Agent with respect to such Letters of Credit. After any retiring Agent’s or Co-Collateral Agent’s resignation hereunder as Agent or Co-Collateral Agent, the provisions of this Article VIII IX and 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 Agent or Co-Collateral Agent under this Agreement Agreement. If no successor Agent has accepted appointment as Agent by the date which is 30 days following a retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and Lenders shall perform all of the other Loan Documentsduties of Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above.

Successor Agent. The Agent or any Co-Collateral Agent may resign as Agent or Co-Collateral Agent, as applicable, upon 30 at any time by giving not less than thirty (30) days’ prior written notice thereof to the Lenders and Borrower. Upon any such resignation, the Borrowers. If Requisite Lenders (in consultation with Borrower) shall have the Agent or any Co-Collateral Agent shall resign as Agent or Co-Collateral Agent under this Agreement and the other Loan Documents, then the Required Lenders shall right to appoint from among the Lenders a successor agent or co-collateral agent for the Lenders, which successor agent or co-collateral agent shall (unless an Event of Default shall have occurred and be continuing) be subject to approval by the Borrowers (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent or co-collateral agent shall succeed to the rights, powers and duties of the Agent and the resigning Co-Collateral Agent, and the term “Agent” and “Co-Collateral Agent” shall mean such successor agent or successor co-collateral agent effective upon such appointment and approval, and the former Agent’s or Co-Collateral Agent’s rights, powers and duties as Agent or Co-Collateral Agent, as applicable, shall be terminated, without any other or further act or deed on the part of such former Agent or Co-Collateral Agent or any of the parties to this Agreement or any holders of the Advances. If no successor agent or co-collateral agent has accepted appointment as Agent or Co-Collateral Agent, as applicable, shall have been so appointed by the date that is 30 Requisite Lenders and shall have accepted such appointment within thirty (30) days following a retiring after the resigning Agent’s or Co-Collateral Agent’s giving notice of resignation, then the retiring resigning Agent may, on behalf of Lenders, appoint a successor Agent’s , which shall be a Lender, if a Lender is willing to accept such appointment, or Co-Collateral otherwise shall be a commercial bank, financial institution or trust company. If no successor Agent has been appointed pursuant to the foregoing, within thirty (30) days after the date such notice of resignation was given by the resigning Agent’s , such resignation shall nevertheless thereupon become effective, effective and the Requisite Lenders shall assume and thereafter perform all of the duties of the Agent or Co-Collateral Agent hereunder, as applicablein each case, until such time, if any, as the Required Requisite Lenders appoint a successor agent or successor co-collateral agent Agent as provided for above. Any successor Agent appointed by Requisite Lenders hereunder shall be subject to the approval of Borrower, such approval not to be unreasonably withheld or delayed; provided that such approval shall not be required if an Event of Default has occurred and is continuing. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning Agent. Upon the earlier of the acceptance of any appointment as Agent hereunder by a successor Agent or the effective date of the resigning Agent’s resignation, the resigning Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents, except that any indemnity rights or other rights in favor of such resigning Agent shall continue. After any retiring Agent’s or Co-Collateral resigning Agent’s resignation as Agent or Co-Collateral Agenthereunder, the provisions of this Article VIII Section 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent or Co-Collateral acting as Agent under this Agreement and the other Loan Documents.

Successor Agent. The Agent or any Co-Collateral (a) Each Agent may resign as Agent or Co-Collateral Agent, as applicable, from acting in such capacity upon 30 days’ notice to the Lenders and the BorrowersBorrower; provided that any such resignation by CITI shall also constitute the resignation by CITI as Issuing Bank. If the an Agent or any Co-Collateral Agent shall resign as Agent or Co-Collateral Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among the Lenders a successor agent or co-collateral agent for the Lenders, which . If no successor agent or co-collateral is appointed prior to the effective date of the resignation of such Agent, such Agent may appoint, after consulting with the Lenders, a successor agent shall (unless an Event from among the Lenders. Upon the acceptance of Default shall have occurred and be continuing) be subject to approval by its appointment as successor agent hereunder, the Borrowers (which approval shall not be unreasonably withheld or delayed), whereupon Person acting as such successor agent or co-collateral agent shall succeed to all the rights, powers and duties of the retiring Agent and Issuing Bank (and subject to the resigning Co-Collateral Agent, agreement of the Lender being so appointed to act as an Issuing Bank) and the term “Agent” and “Co-Collateral Agent” shall mean such successor agent or successor co-collateral agent effective upon such appointment and approvalagent, and the former retiring Agent’s or Co-Collateral appointment, powers and duties as Agent shall be terminated and in the case of the Administrative Agent, the retiring Issuing Bank’s rights, powers and duties as Agent or Co-Collateral Agent, as applicable, such shall be terminated, without any other or further act or deed on the part of such former retiring Agent or Co-Collateral Agent Issuing Bank, as the case may be, or any other Lender, other than the obligation of the parties successor Issuing Bank to this Agreement or any holders issue letters of credit in substitution for the Advances. If no successor agent or co-collateral agent has accepted appointment as Agent or Co-Collateral Agent, as applicable, by the date that is 30 days following a retiring Agent’s or Co-Collateral Agent’s notice Letters of resignation, the retiring Agent’s or Co-Collateral Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Agent or Co-Collateral Agent hereunder, as applicable, until such timeCredit, if any, as outstanding at the Required Lenders appoint a successor agent time of such succession or successor co-collateral agent as provided for aboveto make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring with respect to such Letters of Credit. After any retiring Agent’s or Co-Collateral Agent’s resignation hereunder as Agent or Co-Collateral Agent, the provisions of this Article VIII VII and Section 9.04 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent or Co-Collateral Agent under this Agreement Agreement. If no successor agent has accepted appointment as Agent by the date which is 30 days following a retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and the other Loan DocumentsLenders shall perform all of the duties of the Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above.

Successor Agent. The Agent or any Co-Collateral Agent may may, and at the request of the Required Lenders shall, resign as Agent or Co-Collateral Agent, as applicable, upon 30 days’ ' notice to the Lenders and the BorrowersBorrower. If the Agent or any Co-Collateral Agent shall resign as Agent or Co-Collateral Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders Lenders, with the consent of the Borrower, which consent shall not be unreasonably withheld, shall appoint from among the Lenders a successor agent or co-collateral agent for the Lenders, Lenders which successor agent or co-collateral agent shall (unless an Event of Default shall have occurred and be continuing) be subject to approval approved by the Borrowers (Borrower. If no successor agent is appointed prior to the effective date of the resignation of the Agent, the Agent with the consent of the Borrower, which approval consent shall not be unreasonably withheld or delayed)withheld, whereupon 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, such successor agent or co-collateral agent shall succeed to all the rights, powers and duties of the retiring Agent and the resigning Co-Collateral term "Agent, and the term “Agent” and “Co-Collateral Agent” " shall mean such successor agent or successor co-collateral agent effective upon such appointment and approval, and the former retiring Agent’s or Co-Collateral Agent’s rights's appointment, powers and duties as Agent or Co-Collateral Agent, as applicable, shall be terminated, without any other or further act or deed on the part of such former Agent or Co-Collateral Agent or any of the parties to this Agreement or any holders of the Advances. If no successor agent or co-collateral agent has accepted appointment as Agent or Co-Collateral Agent, as applicable, by the date that is 30 days following a retiring Agent’s or Co-Collateral Agent’s notice of resignation, the retiring Agent’s or Co-Collateral Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Agent or Co-Collateral Agent hereunder, as applicable, until such time, if any, as the Required Lenders appoint a successor agent or successor co-collateral agent as provided for above. After any retiring Agent’s or Co-Collateral Agent’s 's resignation hereunder as Agent or Co-Collateral Agent, the provisions of this Article VIII Section 9 and Sections 10.4 and 10.5 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent or Co-Collateral Agent under this Agreement Agreement. If no successor agent has accepted appointment as Agent by the date which is 30 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the other Loan DocumentsLenders shall perform all of the duties of the Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. The retiring Agent shall refund to Borrower that portion of any agency fee paid to such Agent as is not earned due to such Agent's resignation, prorated to the date of such Agent's resignation.

Successor Agent. The Agent or any Co-Collateral Agent may resign at any time by giving not less than thirty (30) days’ prior written notice thereof to Lenders and Borrower Representative. Upon giving such notice of resignation, the Requisite Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within thirty (30) days after the resigning Agent’s giving notice of resignation, then the resigning Agent may, on behalf of Lenders, appoint a successor Agent, which shall be a Lender, if a Lender is willing to accept such appointment, or otherwise shall be a commercial bank or financial institution or a subsidiary of a commercial bank or financial institution if such commercial bank or financial institution is organized under the laws of the United States of America or of any State thereof and has a combined capital and surplus of at least $300,000,000. If no successor Agent has been appointed pursuant to the foregoing, within one hundred twenty (120) days after the date such notice of resignation was given by the resigning Agent, such resignation shall become effective and the Requisite Lenders shall thereafter perform all the duties of Agent hereunder until such time, if any, as the Requisite Lenders appoint a successor Agent as provided above. Any successor Agent appointed by Requisite Lenders or the resigning Agent hereunder shall be subject to the approval of Borrower Representative, such approval not to be unreasonably withheld or delayed; provided that such approval shall not be required if an Event of Default has occurred and is continuing. Upon the acceptance of any appointment as Agent or Co-Collateral hereunder by a successor Agent, such successor Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning Agent. Upon the earlier of the acceptance of any appointment as applicable, upon 30 days’ notice to the Lenders and the Borrowers. If the Agent hereunder by a successor Agent or any Co-Collateral the effective date of the resigning Agent’s resignation, the resigning Agent shall resign as Agent or Co-Collateral Agent be discharged from its duties and obligations under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent except that any indemnity rights or co-collateral agent for the Lenders, which successor agent or co-collateral agent shall (unless an Event of Default shall have occurred and be continuing) be subject to approval by the Borrowers (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent or co-collateral agent shall succeed to the rights, powers and duties of the Agent and the resigning Co-Collateral Agent, and the term “Agent” and “Co-Collateral Agent” shall mean such successor agent or successor co-collateral agent effective upon such appointment and approval, and the former Agent’s or Co-Collateral Agent’s rights, powers and duties as Agent or Co-Collateral Agent, as applicable, shall be terminated, without any other or further act or deed on the part rights in favor of such former resigning Agent or Co-Collateral Agent or shall continue. After any of the parties to this Agreement or any holders of the Advances. If no successor agent or co-collateral agent has accepted appointment as Agent or Co-Collateral Agent, as applicable, by the date that is 30 days following a retiring Agent’s or Co-Collateral Agent’s notice of resignation, the retiring Agent’s or Co-Collateral resigning Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Agent or Co-Collateral Agent hereunder, as applicable, until such time, if any, as the Required Lenders appoint a successor agent or successor co-collateral agent as provided for above. After any retiring Agent’s or Co-Collateral Agent’s resignation as Agent or Co-Collateral Agent, the provisions of this Article VIII Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent or Co-Collateral acting as Agent under this Agreement and the other Loan Documents.

Successor Agent. (a) The Agent or any Co-Collateral Agent may resign as the Agent or Co-Collateral Agent, as applicable, upon 30 days’ days notice to the Lenders and the BorrowersLenders. If the Agent or any Co-Collateral Agent shall resign as Agent or Co-Collateral Agent resigns under this Agreement and the other Loan DocumentsCredit Agreement, then the Required Lenders shall appoint from among the Lenders a successor agent or co-collateral agent for the Lenders, Lenders which successor agent or co-collateral agent shall (unless an Event of Default shall have occurred and be continuing) be subject to approval approved by the Borrowers (which approval shall not be unreasonably withheld or delayed)Borrower. If no successor agent is appointed prior to the effective date of the resignation of the Agent, whereupon the Agent 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, such successor agent or co-collateral agent shall succeed to all the rights, powers and duties of the retiring Agent and the resigning Co-Collateral Agent, and the term “Agent” and “Co-Collateral Agent” shall mean such successor agent or successor co-collateral agent effective upon such appointment and approval, and the former retiring Agent’s or Co-Collateral Agent’s rightsappointment, powers and duties as Agent or Co-Collateral Agent, as applicable, shall be terminated. After any retiring Agent’s resignation hereunder as Agent, without the provisions of this Section 10 and Section 11.5 shall inure to its benefit as to any other actions taken or further act or deed on omitted to be taken, by it while it was the part of such former Agent or Co-Collateral Agent or any of the parties to under this Agreement or any holders of the AdvancesCredit Agreement. If no successor agent or co-collateral agent has accepted appointment as the Agent or Co-Collateral Agent, as applicable, by the date that which is 30 days following a retiring Agent’s or Co-Collateral Agent’s notice of resignation, the retiring Agent’s or Co-Collateral Agent’s resignation shall nevertheless thereupon become effective, effective and the Lenders shall assume and perform all of the duties of the Agent or Co-Collateral Agent hereunder, as applicable, hereunder until such time, if any, as the Required Lenders appoint a successor agent or successor co-collateral agent with the Borrower’s approval, as provided for above. After any retiring Agent; provided that the Borrower’s or Co-Collateral Agent’s approval shall not be required after and during the continuance of an Event of Default. (b) Any resignation by ▇▇▇▇▇ as Agent pursuant to this Section shall also constitute its resignation as Agent or Co-Collateral Agent, the provisions of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent or Co-Collateral Agent under this Agreement an L/C Issuer and the Swing Line Lender. Upon the acceptance of a successor’s appointment as Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and Swing Line Lender, (b) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Credit Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.

Successor Agent. The Agent or any Co-Collateral Agent may may, and at the request of the Requisite Lenders shall, resign as Agent or Co-Collateral Agent, as applicable, upon 30 days’ ' notice to the Lenders and the BorrowersLenders. If the Agent or any Co-Collateral Agent shall resign as Agent or Co-Collateral Agent resigns under this Agreement and Agreement, the other Loan Documents, then the Required Requisite Lenders shall appoint from among the Lenders a successor agent or co-collateral agent Agent for the Lenders, Lenders which successor agent or co-collateral agent Agent shall (unless an Event be approved by Borrower. If no successor Agent is appointed prior to the effective date of Default shall have occurred the resignation of Agent, Agent may appoint, after consulting with Lenders and be continuing) be subject to approval by Borrower, a successor Agent from among Lenders. Upon the Borrowers (which approval shall not be unreasonably withheld or delayed)acceptance of its appointment as successor Agent hereunder, whereupon such successor agent or co-collateral agent Agent shall succeed to all the rights, powers and duties of the retiring Agent and the resigning Co-Collateral term "Agent, and the term “Agent” and “Co-Collateral Agent” " shall mean such successor agent or successor co-collateral agent effective upon such appointment and approval, Agent and the former retiring Agent’s or Co-Collateral Agent’s rights's appointment, powers and duties as Agent or Co-Collateral Agent, as applicable, shall be terminated, without any other or further act or deed on the part of such former Agent or Co-Collateral Agent or any of the parties to this Agreement or any holders of the Advances. If no successor agent or co-collateral agent has accepted appointment as Agent or Co-Collateral Agent, as applicable, by the date that is 30 days following a retiring Agent’s or Co-Collateral Agent’s notice of resignation, the retiring Agent’s or Co-Collateral Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Agent or Co-Collateral Agent hereunder, as applicable, until such time, if any, as the Required Lenders appoint a successor agent or successor co-collateral agent as provided for above. After any retiring Agent’s or Co-Collateral Agent’s 's resignation hereunder as Agent or Co-Collateral Agent, the provisions of this Article VIII Section 9 and Sections 10.03 and 10.11 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent or Co-Collateral Agent under this Agreement Agreement. If no successor Agent has accepted appointment as Agent by the date which is 30 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and Lenders shall perform all of the other Loan Documentsduties of Agent hereunder until such time, if any, as the Requisite Lenders appoint a successor agent as provided for above. Notwithstanding the foregoing, however, no Agent which is also the Letter of Credit Issuer or Swing Line Lender may be removed as Agent at the request of the Requisite Lenders unless such Agent shall also simultaneously be replaced as "Letter of Credit Issuer" and "Swing Line Lender" hereunder pursuant to documentation in form and substance reasonably satisfactory to such Agent.

Successor Agent. (a) The Agent or any Co-Collateral Agent may resign from the performance of all its functions and duties hereunder and under the other Loan Documents at any time by giving at least thirty (30) days’ prior written notice to ▇▇▇▇▇▇▇▇ and each Lender. The Agent may be removed with or without cause by the Required Lenders upon thirty (30) days’ prior written notice from the Required Lenders to the Agent. Any resignation or removal shall take effect upon the acceptance by a successor Agent of appointment pursuant to clauses (b) and (c) below or as otherwise provided below. (b) Upon any such notice of resignation or removal, the Required Lenders shall appoint a successor Agent. Upon the acceptance of any appointment as Agent or Co-Collateral hereunder by a successor Agent, as applicablesuch successor Agent shall thereupon succeed to and become vested with all the rights, upon 30 days’ notice to powers, privileges and duties of the Lenders retiring Agent, and the Borrowers. If the Agent or any Co-Collateral retiring Agent shall resign as Agent or Co-Collateral Agent be immediately discharged from its duties and obligations under this Agreement and the other Loan Documents. (c) If no such successor Agent shall have been so appointed by the Required Lenders within 30 days after the retiring Agent gives notice of its resignation or thirty (30) days after the Required Lenders give notice of removal to the retiring Agent, then the Required Lenders shall appoint from among the Lenders a successor agent or co-collateral agent for retiring Agent may (but is not required to) on behalf of the Lenders, which appoint a successor agent Agent, provided that if the Agent shall notify Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation or co-removal shall nonetheless become effective in accordance with such notice and (1) 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 collateral agent shall (unless an Event of Default shall have occurred and be continuing) be subject to approval security held by the Borrowers (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent or co-collateral agent shall succeed to the rights, powers and duties Agent on behalf of the Agent and the resigning Co-Collateral Agent, and the term “Agent” and “Co-Collateral Agent” shall mean such successor agent or successor co-collateral agent effective upon such appointment and approval, and the former Agent’s or Co-Collateral Agent’s rights, powers and duties as Agent or Co-Collateral Agent, as applicable, shall be terminated, without any other or further act or deed on the part of such former Agent or Co-Collateral Agent or Lenders under any of the parties to this Agreement or any holders of the Advances. If no successor agent or co-collateral agent has accepted appointment as Agent or Co-Collateral Agent, as applicable, by the date that is 30 days following a retiring Agent’s or Co-Collateral Agent’s notice of resignationLoan Documents, the retiring Agent’s Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or Co-Collateral Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of through the Agent shall instead be made by or Co-Collateral Agent hereunder, as applicableto each Lender directly, until such time, if any, time as the Required Lenders appoint a successor agent or successor co-collateral agent Agent as provided for in clause (b) above. 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. (d) After any the retiring Agent’s resignation or Co-Collateral Agent’s resignation as Agent or Co-Collateral Agentremoval under this Section 17.8, the provisions of this Article VIII Section 17, Section 11.3, and Section 19.9 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Agent-Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was acting as Agent or Co-Collateral on behalf of the Agent and if applicable, while continuing to hold collateral security on behalf of the Lenders under any of the Loan Documents. Any corporation or association into which the Agent may be merged or converted or with which it may be consolidated shall be the Agent under this Agreement and the other Loan Documentswithout further act.

Successor Agent. The Agent or any Co-Collateral Agent may resign as Agent or Co-Collateral Agent, as applicable, upon 30 at any time by giving not less than thirty (30) days’ ' prior written notice thereof to the Lenders and Borrower Representative. Upon any such resignation, the BorrowersRequisite Lenders shall have the right to appoint a successor Agent. If the Agent or any Co-Collateral no successor Agent shall resign as Agent or Co-Collateral Agent under this Agreement have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the other Loan Documentsresigning Agent's giving notice of resignation, then the Required resigning Agent may, on behalf of Lenders, appoint a successor Agent, which shall be a Lender, if a Lender is willing to accept such appointment, or otherwise shall be a commercial bank or financial institution or a subsidiary of a commercial bank or financial institution if such commercial bank or financial institution is organized under the laws of the United States of America or of any State thereof and has a combined capital and surplus of at least $300,000,000. If no successor Agent has been appointed pursuant to the foregoing, by the 30th day after the date such notice of resignation was given by the resigning Agent, such resignation shall become effective and the Requisite Lenders shall thereafter perform all the duties of Agent hereunder until such time, if any, as the Requisite Lenders appoint from among the Lenders a successor agent Agent as provided above. Any successor Agent appointed by Requisite Lenders hereunder shall be subject to the approval of Borrower Representative, such approval not to be unreasonably withheld or co-collateral agent for the Lenders, which successor agent delayed; PROVIDED that such approval shall not be required if a Default or co-collateral agent shall (unless an Event of Default shall have occurred and be continuing) be subject to approval . Upon the acceptance of any appointment as Agent hereunder by the Borrowers (which approval shall not be unreasonably withheld or delayed)a successor Agent, whereupon such successor agent or co-collateral agent Agent shall succeed to and become vested with all the rights, powers powers, privileges and duties of the Agent and resigning Agent. Upon the resigning Co-Collateral Agent, and the term “Agent” and “Co-Collateral Agent” shall mean such successor agent or successor co-collateral agent effective upon such appointment and approval, and the former Agent’s or Co-Collateral Agent’s rights, powers and duties as Agent or Co-Collateral Agent, as applicable, shall be terminated, without any other or further act or deed on the part of such former Agent or Co-Collateral Agent or any earlier of the parties to this Agreement or acceptance of any holders of the Advances. If no successor agent or co-collateral agent has accepted appointment as Agent hereunder by a successor Agent or Co-Collateral the effective date of the resigning Agent, as applicable, by the date that is 30 days following a retiring Agent’s or Co-Collateral Agent’s notice of 's resignation, the retiring Agent’s or Co-Collateral Agent’s resignation resigning Agent shall nevertheless thereupon become effective, be discharged from its duties and obligations under this Agreement and the Lenders other Loan Documents, except that any indemnity rights or other rights in favor of such resigning Agent shall assume and perform all of the duties of the Agent or Co-Collateral Agent hereunder, as applicable, until such time, if any, as the Required Lenders appoint a successor agent or successor co-collateral agent as provided for abovecontinue. After any retiring resigning Agent’s or Co-Collateral Agent’s 's resignation as Agent or Co-Collateral Agenthereunder, the provisions of this Article VIII SECTION 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent or Co-Collateral Agent under this Agreement and the other Loan Documents.

Successor Agent. The Administrative Agent or any Co-and the ABL Collateral Agent may resign as Administrative Agent or Co-ABL Collateral Agent, as applicablerespectively, upon 30 10 days’ notice to the Lenders and the BorrowersBorrower Representative. If the Administrative Agent or any Co-ABL Collateral Agent shall resign as Administrative Agent or Co-ABL Collateral Agent Agent, as applicable, under this Agreement and the other Loan Documents, then the Required Lenders shall be entitled to appoint from among the Lenders a successor agent or co-collateral agent for the Lenders, which successor agent or co-collateral agent shall (unless an Event of Default shall have occurred and be continuing) be subject to approval by the Borrowers Borrower Representative (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent or co-collateral agent shall succeed to the rights, powers and duties of the Administrative Agent and or the resigning Co-ABL Collateral Agent, as applicable, and the term “Administrative Agent” and or “Co-ABL Collateral Agent,” as applicable, shall mean such successor agent or successor co-collateral agent effective upon such appointment and approval, and the former Agent’s or Co-Collateral Agent’s rights, powers and duties as Administrative Agent or Co-ABL Collateral Agent, as applicable, shall be terminated, without any other or further act or deed on the part of such former Agent or Co-Collateral Agent or any of the parties to this Agreement or any holders of the Advances. If no successor agent or co-collateral agent has accepted appointment as Agent or Co-Collateral Agent, as applicable, by the date that is 30 days following a retiring Agent’s or Co-Collateral Agent’s notice of resignation, the retiring Agent’s or Co-Collateral Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Agent or Co-Collateral Agent hereunder, as applicable, until such time, if any, as the Required Lenders appoint a successor agent or successor co-collateral agent as provided for aboveRevolving Loans. After any retiring Agent’s resignation or Co-Collateral Agent’s resignation removal as Agent or Co-Collateral Agent, the provisions of this Article VIII Section 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement and the other Loan Documents. Additionally, after any retiring Agent’s resignation as such Agent, the provisions of this subsection 10.10 shall inure to its benefit as to any actions taken or Co-Collateral omitted to be taken by it while it was such Agent under this Agreement and the other Loan Documents. After the resignation of the Administrative Agent pursuant to the preceding provisions of this subsection 10.10, the resigning Administrative Agent shall not be required to act as Issuing Lender for any Letters of Credit to be issued after the date of such resignation and (y) shall not be required to act as Swing Line Lender with respect to Swing Line Loans to be made after the date of such resignation (and all outstanding Swing Line Loans of such resigning Administrative Agent shall be required to be repaid in full upon its resignation), although the resigning Administrative Agent shall retain all rights hereunder as I▇▇▇▇▇▇ ▇▇▇▇▇▇ and Swing Line Lender with respect to all Letters of Credit issued by it, and all Swing Line Loans made by it, prior to the effectiveness of its resignation as Administrative Agent hereunder. If no successor agent has accepted appointment as Administrative Agent and/or ABL Collateral Agent, as applicable, by the date which is 10 days following a retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of such Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

Successor Agent. The Agent or any Co-Collateral Agent may resign as Agent or Co-Collateral Agent, as applicable, upon 30 thirty (30) days’ prior written notice to the Lenders and the BorrowersAdministrative Borrower. If the Agent or any Co-Collateral Agent shall resign as Agent or Co-Collateral Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders Lenders, (without giving effect to the Pro Rata Share of Agent in its capacity as a Lender and without requiring Agent’s consent) shall appoint from among the Lenders a successor agent or co-collateral agent for the Lenders, Lenders which successor agent shall be subject to the approval of Administrative Borrower if no Default or co-collateral agent shall (unless an Event of Default shall exist or have occurred and be continuing, provided, that, (a) be subject to approval by the Borrowers (which such approval shall not be unreasonably withheld withheld, conditioned or delayed), whereupon delayed and (b) unless Agent shall have received written notice from Administrative Borrower that Administrative Borrower does not approve such successor agent within five (5) Business Days after receipt by Administrative Borrower of the notice from Agent that it is resigning, Administrative Borrower shall be deemed to have given such approval. If no successor agent is appointed prior to the effective date of the resignation of Agent (whether as a result of the failure of Administrative Borrower to approve a successor agent or co-collateral otherwise), Agent may appoint, after consulting with Lenders and Administrative Borrower, a successor agent from among Lenders (and the approval of Administrative Borrower shall not be requested for such successor agent). Upon the acceptance by the Lender so selected of its appointment as successor agent hereunder, such successor agent shall succeed to all of the rights, powers and duties of the retiring Agent and the resigning Co-Collateral Agent, and the term “Agent” as used herein and in the other Financing Agreements shall mean such successor agent and the retiring Agent’s appointment, powers and duties as Agent shall be terminated. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders with (so long as no Event of Default has occurred and is continuing) the consent of the Administrative Borrower (such consent not to be unreasonably withheld, delayed or conditioned). In such event, upon acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all rights, powers and duties of the retiring Agent and the term “Co-Collateral Agent” shall mean such successor agent or successor co-collateral agent effective upon such appointment and approval, Agent and the former retiring Agent’s or Co-Collateral Agent’s rightsappointment, powers and duties as Agent or Co-Collateral Agent, as applicable, shall be terminated. After any retiring Agent’s resignation hereunder as Agent, without the provisions of this Section 12 shall inure to its benefit as to any other actions taken or further act or deed on the part of such former omitted by it while it was Agent or Co-Collateral Agent or any of the parties to under this Agreement or any holders of the AdvancesAgreement. If no successor agent or co-collateral agent has accepted appointment as Agent or Co-Collateral Agent, as applicable, by the date that which is 30 thirty (30) days following after the date of a retiring Agent’s or Co-Collateral Agent’s notice of resignation, the retiring Agent’s or Co-Collateral Agent’s resignation shall nevertheless nonetheless thereupon become effective, effective and the Lenders shall assume and perform all of the duties of the Agent or Co-Collateral Agent hereunder, as applicable, hereunder until such time, if any, as the Required Lenders appoint a successor agent or successor co-collateral agent as provided for above. After any retiring Agent’s or Co-Collateral Agent’s Any resignation as of Agent pursuant to this Section shall also constitute the resignation of Agent or Co-Collateral Agentits successor as Swing Line Lender, and any successor agent that is appointed pursuant to this Section shall, upon its acceptance of such appointment, become the provisions successor Swing Line Lender for all purposes thereunder. At the time any such resignation or replacement shall become effective, Borrowers shall pay the full outstanding principal amount of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent or Co-Collateral Agent under this Agreement all Swing Line Loans and all accrued and unpaid fees and expenses of the other Loan Documentsretiring Swing Line Lender.

Successor Agent. The Agent or any Co-Collateral Agent may resign as Agent or Co-Collateral Agent, as applicable, upon 30 days’ ' notice to the Lenders and the BorrowersLenders; provided that any such resignation by Bank of America shall also constitute its resignation as Issuing Lender. If the Agent or any Co-Collateral Agent shall resign as Agent or Co-Collateral Agent resigns under this Agreement and the other Loan DocumentsCredit Agreement, then the Required Lenders shall appoint from among the Lenders a successor agent or co-collateral agent for the Lenders, which successor agent or co-collateral agent shall (unless be consented to by the Borrower at all times other than during the existence of an Event of Default shall have occurred and be continuing) be subject to approval by the Borrowers (which approval 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 Agent, whereupon the Agent 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 or co-collateral agent shall succeed to all the rights, powers and duties of the retiring Agent and the resigning Co-Collateral Agent, Issuing Lender and the term “respective terms "Agent” " and “Co-Collateral Agent” Issuing Lender shall mean such successor agent or successor co-collateral agent effective upon such appointment and approvalLetter of Credit issuer, the retiring Agent's appointment, powers and duties as Agent shall be terminated and the former Agent’s or Co-Collateral Agent’s retiring Issuing Lender's rights, powers and duties as Agent or Co-Collateral Agent, as applicable, such shall be terminated, without any other or further act or deed on the part of such former Agent or Co-Collateral Agent retiring Issuing Lender or any other Lender, other than the obligation of the parties successor Issuing Lender to this Agreement or any holders issue letters of credit in substitution for the Advances. If no successor agent or co-collateral agent has accepted appointment as Agent or Co-Collateral Agent, as applicable, by the date that is 30 days following a retiring Agent’s or Co-Collateral Agent’s notice Letters of resignation, the retiring Agent’s or Co-Collateral Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Agent or Co-Collateral Agent hereunder, as applicable, until such timeCredit, if any, as outstanding at the Required Lenders appoint a successor agent time of such succession or successor co-collateral agent as provided for aboveto make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit. After any retiring Agent’s or Co-Collateral Agent’s 's resignation hereunder as Agent or Co-Collateral Agent, the provisions of this Article VIII X and Section 11.5 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent or Co-Collateral Agent under this Agreement Credit Agreement. If no successor agent has accepted appointment as Agent by the date which is 30 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the other Loan DocumentsLenders shall perform all of the duties of the Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above.

Successor Agent. The Agent or any Co-Collateral Agent may resign as Agent or Co-Collateral Agent, as applicable, upon 30 days’ at any time by giving written notice thereof to the Lenders and the BorrowersBorrower, 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. If The Agent may be removed at any time with cause by written notice received by the Agent from the Required Lenders, such removal to be effective on the date specified by the Required Lenders. Upon any such resignation or any Co-Collateral Agent shall resign as Agent or Co-Collateral Agent under this Agreement and the other Loan Documentsremoval, then the Required Lenders shall appoint from among have the Lenders a successor agent or co-collateral agent for right to appoint, on behalf of the Borrower and the Lenders, a successor Agent which successor agent or co-collateral agent shall (Agent shall, unless an Event of a Default shall have occurred and be continuing) , be subject acceptable to approval by the Borrowers Borrower (which approval shall such consent not to be unreasonably withheld or delayed), whereupon such successor agent or co-collateral agent shall succeed to the rights, powers and duties of the Agent and the resigning Co-Collateral Agent, and the term “Agent” and “Co-Collateral Agent” shall mean such successor agent or successor co-collateral agent effective upon such appointment and approval, and the former Agent’s or Co-Collateral Agent’s rights, powers and duties as Agent or Co-Collateral Agent, as applicable, shall be terminated, without any other or further act or deed on the part of such former Agent or Co-Collateral Agent or any of the parties to this Agreement or any holders of the Advances. If no successor agent or co-collateral agent has accepted appointment as Agent or Co-Collateral Agent, as applicable, shall have been so appointed by the date that is 30 Required Lenders within thirty days following a retiring after the resigning Agent’s or Co-Collateral Agent’s 's giving notice of resignationits intention to resign, then the resigning Agent may appoint, on behalf of the Borrower and the Lenders, a successor Agent. Notwithstanding the previous sentence, the retiring Agent’s Agent may at any time without the consent of the Borrower or Co-Collateral Agent’s resignation shall nevertheless thereupon become effectiveany Lender, 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 Lenders shall assume and may perform all of the duties of the Agent or Co-Collateral 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 Lenders. No successor Agent hereunder, as applicable, shall be deemed to be appointed hereunder until such time, if any, 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 the Required Lenders appoint Agent hereunder by a successor agent Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning or successor co-collateral agent as provided for aboveremoved Agent. After any retiring Agent’s Upon the effectiveness of the resignation or Co-Collateral Agent’s resignation as Agent or Co-Collateral removal of the Agent, the provisions of this Article VIII resigning or removed Agent shall inure to be discharged from its benefit as to any actions taken or omitted to be taken by it while it was Agent or Co-Collateral Agent under this Agreement duties and the other Loan Documents.obligations hereunder

Successor Agent. The Agent or any Co-Collateral Agent may resign as Agent or Co-Collateral Agent, as applicable, upon 30 days’ at any time by giving written notice thereof to the Lenders and the BorrowersBorrower, such resignation to be effective upon the appointment of a successor Agent or, if no successor Agent has been appointed, forty-five (45) days after the retiring Agent gives notice of its intention to resign. If the The Agent or may not be removed at any Co-Collateral Agent shall resign as Agent or Co-Collateral Agent under this Agreement and the other Loan Documentstime without its prior written consent. Upon any resignation, then the Required Lenders shall appoint from among have the Lenders a successor agent or co-collateral agent for right, with the Lenders, which successor agent or co-collateral agent shall (unless an Event consent of the Borrower so long as no Default shall have has occurred and be continuing) be subject is continuing (such consent not to approval by the Borrowers (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent or co-collateral agent shall succeed to the rightsappoint, powers and duties on behalf of the Agent Borrower and the resigning Co-Collateral Lenders, a successor Agent, and the term “Agent” and “Co-Collateral Agent” shall mean such successor agent or successor co-collateral agent effective upon such appointment and approval, and the former Agent’s or Co-Collateral Agent’s rights, powers and duties as Agent or Co-Collateral Agent, as applicable, shall be terminated, without any other or further act or deed on the part of such former Agent or Co-Collateral Agent or any of the parties to this Agreement or any holders of the Advances. If no successor agent or co-collateral agent has accepted appointment as Agent or Co-Collateral Agent, as applicable, shall have been so appointed by the date that is 30 Required Lenders within thirty (30) days following a retiring after the resigning Agent’s or Co-Collateral Agent’s giving notice of resignationits intention to resign, then the resigning Agent may appoint, with the consent of the Borrower so long as no Default has occurred and is continuing (such consent not to be unreasonably withheld or delayed), on behalf of the Borrower and the Lenders, a successor Agent. Notwithstanding the previous sentence, the retiring Agent’s Agent may at any time without the consent of the Borrower or Co-Collateral Agent’s resignation shall nevertheless thereupon become effectiveany Lender, appoint any of its Affiliates which is a commercial bank as a successor Agent hereunder. If the Agent has resigned and no successor Agent has been appointed, the Lenders shall assume and may perform all of the duties of the Agent or Co-Collateral 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 Lenders. No successor Agent hereunder, as applicable, shall be deemed to be appointed hereunder until such time, if any, 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 the Required Lenders appoint Agent hereunder by a successor agent or Agent, such successor co-collateral agent as provided for aboveAgent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning Agent. Upon the effectiveness of the resignation of the Agent, the resigning Agent shall be discharged from its duties and obligations hereunder and under the Loan Documents. After any retiring Agent’s or Co-Collateral Agent’s the effectiveness of the resignation as Agent or Co-Collateral of the Agent, the provisions of this Article VIII X shall inure to its continue in effect for the benefit as to of such Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Agent or Co-Collateral Agent hereunder and under this Agreement and the other Loan Documents. In the event that there is a successor to the Agent by merger, 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 Agent. The Agent or may at any Co-Collateral Agent may resign as Agent or Co-Collateral Agent, as applicable, upon 30 days’ time give notice of its resignation to the Lenders and the Borrowers. If the Agent or any Co-Collateral Agent shall resign as Agent or Co-Collateral Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent or co-collateral agent for the Lenders, which successor agent or co-collateral agent shall (unless an Event of Default shall have occurred and be continuing) be subject to approval by the Borrowers (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent or co-collateral agent shall succeed to the rights, powers and duties of the Agent Issuing Lender and the resigning Co-Collateral Agent, and the term “Agent” and “Co-Collateral Agent” shall mean Company. Upon receipt of any such successor agent or successor co-collateral agent effective upon such appointment and approval, and the former Agent’s or Co-Collateral Agent’s rights, powers and duties as Agent or Co-Collateral Agent, as applicable, shall be terminated, without any other or further act or deed on the part of such former Agent or Co-Collateral Agent or any of the parties to this Agreement or any holders of the Advances. If no successor agent or co-collateral agent has accepted appointment as Agent or Co-Collateral Agent, as applicable, by the date that is 30 days following a retiring Agent’s or Co-Collateral Agent’s notice of resignation, the Required Lenders shall have the right, with the approval of the Company, to appoint a successor, or an Affiliate of any such bank. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent’s or Co-Collateral Agent’s resignation Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and the Issuing Lender, appoint a successor Agent meeting the qualifications set forth above provided that if the Agent shall nevertheless thereupon become effective, notify the Company and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall assume nonetheless become effective in accordance with such notice and perform (a) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (b) all of the duties of payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or Co-Collateral Agent hereunder, as applicableto each Lender and the Issuing Lender directly, until such time, if any, time as the Required Lenders appoint a successor agent or successor co-collateral agent Agent as provided for aboveabove in this paragraph. 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 retired) Agent, 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 paragraph). 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 any the retiring Agent’s or Co-Collateral Agent’s resignation as Agent or Co-Collateral Agenthereunder and under the other Loan Documents, the provisions of this Article VIII and Section 9.5 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Agent was acting as Agent. Any resignation by ▇▇▇▇▇ Fargo, as Agent pursuant to this Section shall also constitute its resignation as Issuing Lender and Swingline Lender. Upon the acceptance of a successor’s appointment as Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or Co-Collateral Agent under this Agreement and the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit.

Successor Agent. The Agent or any Co-Collateral Agent may resign as Agent or Co-Collateral Agent, as applicable, upon 30 thirty (30) days’ prior written notice to the Lenders and the BorrowersAdministrative Borrower. If the Agent or any Co-Collateral Agent shall resign as Agent or Co-Collateral Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among the Lenders a successor agent or co-collateral agent for the Lenders, Lenders which successor agent shall be subject to the approval of Administrative Borrower if no Default or co-collateral agent shall (unless an Event of Default shall exist or have occurred and be continuing; provided, that, (a) be subject to approval by the Borrowers (which such approval shall not be unreasonably withheld withheld, conditioned or delayed), whereupon delayed and (b) unless Agent shall have received written notice from Administrative Borrower that Administrative Borrower does not approve such successor agent within five (5) Business Days after receipt by Administrative Borrower of the notice from Agent that it is resigning, Administrative Borrower shall be deemed to have given such approval. If no successor agent is appointed prior to the effective date of the resignation of Agent (whether as a result of the failure of Administrative Borrower to approve a successor agent or co-collateral otherwise), Agent may appoint, after consulting with Lenders and Administrative Borrower, a successor agent from among Lenders (and the approval of Administrative Borrower shall not be required for such successor agent). Upon the acceptance by the Lender so selected of its appointment as successor agent hereunder, such successor agent shall succeed to all of the rights, powers and duties of the retiring Agent and the resigning Co-Collateral Agent, and the term “Agent” as used herein and “Co-Collateral Agent” in the other Loan Documents shall mean such successor agent or successor co-collateral agent effective upon such appointment and approval, and the former retiring Agent’s or Co-Collateral Agent’s rightsappointment, powers and duties as Agent or Co-Collateral Agent, as applicable, shall be terminated. After any retiring Agent’s resignation hereunder as Agent, without the provisions of this Section 12 shall inure to its benefit as to any other actions taken or further act or deed on the part of such former omitted by it while it was Agent or Co-Collateral Agent or any of the parties to under this Agreement or any holders of the AdvancesAgreement. If no successor agent or co-collateral agent has accepted appointment as Agent or Co-Collateral Agent, as applicable, by the date that which is 30 thirty (30) days following after the date of a retiring Agent’s or Co-Collateral Agent’s notice of resignation, the retiring Agent’s or Co-Collateral Agent’s resignation shall nevertheless nonetheless thereupon become effective, effective and the Lenders shall assume and perform all of the duties of the Agent or Co-Collateral Agent hereunder, as applicable, hereunder until such time, if any, as the Required Lenders appoint a successor agent or successor co-collateral agent as provided for above. After Any resignation of Agent pursuant to this Section shall also constitute the resignation of Wachovia or its successor as Swing Line Lender and Issuing Bank, and any successor agent that is appointed pursuant to this Section shall, upon its acceptance of such appointment, become the successor Swing Line Lender and Issuing Bank for all purposes thereunder. At the time any such resignation or replacement shall become effective, Borrowers shall pay the full outstanding principal amount of all Swing Line Loans and all accrued and unpaid fees and expenses of the retiring Agent’s Swing Line Lender and Issuing Bank. From and after the effective date of any such resignation or Co-Collateral Agent’s resignation as Agent or Co-Collateral Agentreplacement, (i) the provisions successor Issuing Bank shall have all the rights and obligations of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent or Co-Collateral Agent the Issuing Bank under this Agreement with respect to Letters of Credit issued by it thereafter and (ii) the other Loan Documentsretiring Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such resignation, but shall not be required to issue additional Letters of Credit.

Successor Agent. The Agent or any Co-Collateral Agent may resign at any time give notice of its resignation to Lenders and Borrower. Upon receipt of any such notice of resignation, Requisite Lenders shall have the right, in consultation with Borrower, to appoint a successor, which shall be a financial institution located in the United States or an Affiliate of any such financial institution located in the United States. If no such successor shall have been so appointed by Requisite 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 Lenders, appoint a successor Agent meeting the qualifications set forth above provided that if the retiring Agent shall notify Borrower and Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) 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 collateral security held by Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed and such collateral security is assigned to such successor Agent) and (2) all payments, communications and determinations provided to be made by, to or through Agent shall instead be made by or to each Lender directly, until such time as Requisite Lenders appoint a successor Agent as provided for above in this Section 10.9. 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 Co-Collateral retired) Agent, as applicable, upon 30 days’ notice to the Lenders and the Borrowers. If the Agent or any Co-Collateral retiring Agent shall resign 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 10.9). The fees payable by Borrower to a successor Agent or Co-Collateral 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 this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent or co-collateral agent for the Lenders, which successor agent or co-collateral agent shall (unless an Event of Default shall have occurred and be continuing) be subject to approval by the Borrowers (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent or co-collateral agent shall succeed to the rights, powers and duties of the Agent and the resigning Co-Collateral Agent, and the term “Agent” and “Co-Collateral Agent” shall mean such successor agent or successor co-collateral agent effective upon such appointment and approval, and the former Agent’s or Co-Collateral Agent’s rights, powers and duties as Agent or Co-Collateral Agent, as applicable, shall be terminated, without any other or further act or deed on the part of such former Agent or Co-Collateral Agent or any of the parties to this Agreement or any holders of the Advances. If no successor agent or co-collateral agent has accepted appointment as Agent or Co-Collateral Agent, as applicable, by the date that is 30 days following a retiring Agent’s or Co-Collateral Agent’s notice of resignation, the retiring Agent’s or Co-Collateral Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Agent or Co-Collateral Agent hereunder, as applicable, until such time, if any, as the Required Lenders appoint a successor agent or successor co-collateral agent as provided for above. After any retiring Agent’s or Co-Collateral Agent’s resignation as Agent or Co-Collateral Agent, the provisions of this Article VIII Section 10 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Agent was Agent or Co-Collateral Agent under this Agreement and the other Loan Documentsacting as Agent.

Successor Agent. The Agent or any Co-Collateral Agent may resign as Agent or Co-Collateral Agent, as applicable, upon 30 days’ at any time by giving written notice thereof to the Lenders and the BorrowersBorrower. If the Agent or Upon any Co-Collateral Agent shall resign as Agent or Co-Collateral Agent under this Agreement and the other Loan Documentssuch resignation, then the Required Lenders shall have the right to appoint from among the Lenders a successor agent or co-collateral agent for the Lenders, which successor agent or co-collateral agent shall (unless an Event of Default shall have occurred and be continuing) be subject to approval Agent approved by the Borrowers Borrower (which approval shall not be unreasonably withheld withheld). If no successor Agent shall have been so appointed by the Required Lenders and approved by the Borrower and shall have accepted such appointment within 30 days after the retiring Agent gives notice of resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a commercial bank organized or delayed)licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least two billion dollars. Upon the acceptance of its appointment as Agent hereunder by a successor Agent, whereupon such successor agent or co-collateral agent Agent shall thereupon succeed to and become vested with all the rights, powers rights and duties of the Agent and the resigning Co-Collateral retiring Agent, and the term “Agent” and “Co-Collateral Agent” shall mean such successor agent or successor co-collateral agent effective upon such appointment and approval, and the former Agent’s or Co-Collateral Agent’s rights, powers and duties as retiring Agent or Co-Collateral Agent, as applicable, shall be terminated, without any other or further act or deed on the part of such former Agent or Co-Collateral Agent or any of the parties to this Agreement or any holders of the Advances. If no successor agent or co-collateral agent has accepted appointment as Agent or Co-Collateral Agent, as applicable, by the date that is 30 days following a retiring Agent’s or Co-Collateral Agent’s notice of resignation, the retiring Agent’s or Co-Collateral Agent’s resignation shall nevertheless thereupon become effective, discharged from its duties and the Lenders shall assume and perform all of the duties of the Agent or Co-Collateral Agent obligations hereunder, as applicable, until such time, if any, as the Required Lenders appoint a successor agent or successor co-collateral agent as provided for above. After any retiring Agent’s or Co-Collateral Agent’s resignation hereunder as Agent or Co-Collateral Agent, the provisions of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent. Notwithstanding the foregoing, in the event no successor shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Agent or Co-Collateral gives notice of its intent to resign, the retiring Agent under this Agreement may give notice of the effectiveness of its resignation to the Lenders and the Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (a) the retiring Agent shall be discharged from its duties and obligations hereunder and (b) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent; provided that (i) all payments required to be made hereunder to the Agent for the account of any Person other Loan Documentsthan the Agent shall be made directly to such Person and (ii) all notices and other communications required or contemplated to be given or made to the Agent shall also directly be given or made to each Lender.

Successor Agent. The Agent or any Co-Collateral Agent may resign as Agent or Co-Collateral Agent, as applicable, such at any time upon 30 days’ at least thirty (30) days prior notice to the Lenders Borrowers and each of the BorrowersLenders. If the Agent at any time shall resign or any Co-Collateral if the office of the Agent shall resign become vacant for any other reason, Majority Lenders shall, by written instrument, appoint successor agent(s) (“Successor Agent”) satisfactory to such Majority Lenders and, so long as Agent no Default or Co-Collateral Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent or co-collateral agent for the Lenders, which successor agent or co-collateral agent shall (unless an Event of Default shall have has occurred and be is continuing) be subject , to approval by the Borrowers Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent or co-collateral agent . Such Successor Agent shall succeed to the rights, powers and duties of thereupon become the Agent and the resigning Co-Collateral Agent, and the term “Agent” and “Co-Collateral Agent” shall mean such successor agent or successor co-collateral agent effective upon such appointment and approval, and the former Agent’s or Co-Collateral Agent’s rights, powers and duties as Agent or Co-Collateral Agenthereunder, as applicable, and the Agent shall deliver or cause to be terminated, without delivered to any other or further act or deed on the part successor agent such documents of transfer and assignment as such former Successor Agent or Co-Collateral Agent or any of the parties to this Agreement or any holders of the Advancesmay reasonably request. If no successor agent a Successor Agent is not so appointed or co-collateral agent has accepted does not accept such appointment as Agent or Co-Collateral Agent, as applicable, by before the date that is 30 days following a retiring Agent’s or Co-Collateral Agent’s notice of resignation, the retiring Agent’s or Co-Collateral resigning Agent’s resignation shall nevertheless thereupon become becomes effective, the resigning Agent may appoint a temporary successor to act until such appointment by the Majority Lenders and, if applicable, the Borrowers, is made and accepted, or if no such temporary successor is appointed as provided above by the resigning Agent, the Majority Lenders shall assume and thereafter perform all of the duties of the resigning Agent or Co-Collateral hereunder until such appointment by the Majority Lenders and, if applicable, the Borrower, is made and accepted. Such Successor Agent shall succeed to all of the rights and obligations of the resigning Agent as if originally named. The resigning Agent shall duly assign, transfer and deliver to such Successor Agent all moneys at the time held by the resigning Agent hereunder after deducting therefrom its expenses for which it is entitled to be reimbursed hereunder. Upon such succession of any such Successor Agent, the resigning Agent shall be discharged from its duties and obligations, in its capacity as the Agent hereunder, as applicableexcept for its gross negligence or willful misconduct arising prior to its resignation hereunder, until such time, if any, as the Required Lenders appoint a successor agent or successor co-collateral agent as provided for above. After any retiring Agent’s or Co-Collateral Agent’s resignation as Agent or Co-Collateral Agent, and the provisions of this Article VIII XII shall inure to its continue in effect for the benefit as to of the resigning Agent in respect of any actions taken or omitted to be taken by it while it was Agent or Co-Collateral Agent under this Agreement and acting as the other Loan DocumentsAgent.

Successor Agent. The Agent or any Co-Collateral Agent may resign at any time by giving not less than thirty (30) days’ prior written notice thereof to Lenders and Borrower Representative. Upon any such resignation, the Requisite Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within thirty (30) days after the resigning Agent’s giving notice of resignation, then the resigning Agent may, on behalf of Lenders, appoint a successor Agent, which shall be a Lender, if a Lender is willing to accept such appointment, or otherwise shall be a commercial bank or financial institution or a subsidiary of a commercial bank or financial institution if such commercial bank or financial institution is organized under the laws of the United States of America or of any State thereof and has a combined capital and surplus of at least $300,000,000. If no successor Agent has been appointed pursuant to the foregoing, within thirty (30) days after the date such notice of resignation was given by the resigning Agent, such resignation shall become effective and the Requisite Lenders shall thereafter perform all the duties of Agent hereunder until such time, if any, as the Requisite Lenders appoint a successor Agent as provided above. Any successor Agent appointed by Requisite Lenders hereunder shall be subject to the approval of Borrower Representative, such approval not to be unreasonably withheld or delayed; provided, that such approval shall not be required if a Default or an Event of Default has occurred and is continuing. Upon the acceptance of any appointment as Agent or Co-Collateral hereunder by a successor Agent, such successor Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning Agent. Upon the earlier of the acceptance of any appointment as applicable, upon 30 days’ notice to the Lenders and the Borrowers. If the Agent hereunder by a successor Agent or any Co-Collateral the effective date of the resigning Agent’s resignation, the resigning Agent shall resign as Agent or Co-Collateral Agent be discharged from its duties and obligations under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent except that any indemnity rights or co-collateral agent for the Lenders, which successor agent or co-collateral agent shall (unless an Event of Default shall have occurred and be continuing) be subject to approval by the Borrowers (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent or co-collateral agent shall succeed to the rights, powers and duties of the Agent and the resigning Co-Collateral Agent, and the term “Agent” and “Co-Collateral Agent” shall mean such successor agent or successor co-collateral agent effective upon such appointment and approval, and the former Agent’s or Co-Collateral Agent’s rights, powers and duties as Agent or Co-Collateral Agent, as applicable, shall be terminated, without any other or further act or deed on the part rights in favor of such former resigning Agent or Co-Collateral Agent or shall continue. After any of the parties to this Agreement or any holders of the Advances. If no successor agent or co-collateral agent has accepted appointment as Agent or Co-Collateral Agent, as applicable, by the date that is 30 days following a retiring Agent’s or Co-Collateral Agent’s notice of resignation, the retiring Agent’s or Co-Collateral resigning Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Agent or Co-Collateral Agent hereunder, as applicable, until such time, if any, as the Required Lenders appoint a successor agent or successor co-collateral agent as provided for above. After any retiring Agent’s or Co-Collateral Agent’s resignation as Agent or Co-Collateral Agent, the provisions of this Article VIII Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent or Co-Collateral acting as Agent under this Agreement and the other Loan Documents. Agent may be removed at the written direction of the holders (other than Agent) of two-thirds or more of the Commitments (excluding Agent’s Commitment); provided, that in so doing, such Lenders shall be deemed to have waived and released any and all claims they may have against Agent.

Successor Agent. The Subject to the appointment and acceptance of a successor to the applicable Agent or any Co-Collateral as provided in this paragraph, each Agent may resign as Agent or Co-Collateral Agentat any time by notifying the Lenders, as applicable, upon 30 days’ notice to the Lenders Issuing Banks and the Borrowers. If the Agent or Upon any Co-Collateral Agent shall resign as Agent or Co-Collateral Agent under this Agreement and the other Loan Documentssuch resignation, then the Required Lenders shall have the right to appoint from among the Lenders a successor agent or co-collateral agent for Administrative Agent and the Lenders, which successor agent or co-collateral agent shall (unless an Event of Default Administrative Agent shall have occurred and be continuing) be the right to appoint a successor Collateral Agent, subject to approval by the Borrowers consent of the Parent Borrower (which approval consent shall not be unreasonably withheld or delayed), whereupon such ; provided that the Parent ▇▇▇▇▇▇▇▇’s consent shall not be required if an Event of Default has occurred and is continuing. If no successor agent shall have been so appointed by the Required Lenders or co-collateral agent shall succeed to the rights, powers and duties of the Agent and the resigning Co-Collateral Agent, and the term “Agent” and “Co-Collateral Agent” shall mean such successor agent or successor co-collateral agent effective upon such appointment and approval, and the former Agent’s or Co-Collateral Agent’s rights, powers and duties as Agent or Co-Collateral Administrative Agent, as applicable, and 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 Lenders and the Issuing Banks, appoint (i) a successor Administrative Agent which shall be terminateda bank with an office in New York, without New York, or an Affiliate of any such bank, or (ii) or a successor Collateral Agent on terms to be agreed, in each case, subject to the consent of the Parent Borrower (which consent shall not be unreasonably withheld); provided that the Parent Borrower’s consent shall not be required if an Event of Default has occurred and is continuing. Notwithstanding the foregoing, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders and the Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents, provided that, solely for purposes of maintaining any security interest granted to the Administrative Agent under any Collateral 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 (it being understood and agreed that the retiring Administrative Agent shall have no duty or obligation to take any farther action under any Collateral Document, including any action required to maintain the perfection of any such security interest), and (b) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided that (i) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (ii) all notices and other communications required or further act contemplated to be given or deed on made to the part Administrative Agent shall also directly be given or made to each Lender. Upon the acceptance of such former Agent or Co-Collateral Agent or any of the parties to this Agreement or any holders of the Advances. If no successor agent or co-collateral agent has accepted its appointment as Agent or Co-Collateral Agenthereunder by a successor, as applicablesuch successor shall succeed to and become vested with all the rights, by the date that is 30 days following a retiring Agent’s or Co-Collateral Agent’s notice powers, privileges and duties of resignation, the retiring Agent’s or Co-Collateral , and the Agent shall be discharged from its duties and obligations hereunder (other than with respect to its obligations under Section 10.12). The fees payable by any Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After any Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Agent or Co-Collateral Agent hereunder, as applicable, until such time, if any, as the Required Lenders appoint a successor agent or successor co-collateral agent as provided for above. After any retiring Agent’s or Co-Collateral Agent’s resignation as Agent or Co-Collateral Agent, the provisions of this Article VIII IX and Section 10.03 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was Agent or Co-Collateral Agent under this Agreement and the other Loan Documentsacting as Agent.

Successor Agent. The Any Agent or any Co-Collateral Agent the Subordinated Note Registrar may resign as at any time by giving at least 30 days’ prior written notice thereof to the Lenders, the Subordinated Noteholders, the Borrower, the Collateral Manager and S&P. Upon receipt of any such notice, the Controlling Parties shall have the right to appoint a successor Agent or Co-Collateral Agentand a majority in interest of the Subordinated Noteholders shall have the right to appoint a successor Subordinated Note Registrar, as applicable, upon 30 days’ notice to with the Lenders and consent of the Borrowers. If the Agent or any Co-Collateral Agent shall resign as Agent or Co-Collateral Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent or co-collateral agent for the Lenders, which successor agent or co-collateral agent shall (unless an Event of Default shall have occurred and be continuing) be subject to approval by the Borrowers Borrower (which approval consent shall not be unreasonably withheld or delayed), whereupon such . If no successor agent or co-collateral agent shall succeed to the rights, powers and duties of the Agent and the resigning Co-Collateral Agent, and the term “Agent” and “Co-Collateral Agent” shall mean such successor agent or successor co-collateral agent effective upon such appointment and approval, and the former Agent’s or Co-Collateral Agent’s rights, powers and duties as Agent or Co-Collateral AgentSubordinated Note Registrar, as applicable, shall have been so appointed by the Controlling Parties, or the Subordinated Noteholders, as applicable (pursuant to the immediately preceding sentence), shall have been approved by the Borrower, 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 terminatedagreed by the Controlling Parties) (the “Resignation Effective Date”), without any other or further act or deed on then the part of such former retiring Agent or Co-Collateral Agent or any of the parties to this Agreement or any holders of the Advances. If no successor agent or co-collateral agent has accepted appointment as Agent or Co-Collateral Agentretiring Subordinated Note Registrar, as applicable, may (but shall not be obligated to), on behalf of the Lenders, (i) petition a court of competent jurisdiction to appoint a successor Agent or successor Subordinated Note Registrar or (ii) deliver the Collateral to the Administrative Agent or such other party as designated by the date that is 30 days following a Administrative Agent. With effect from the Resignation Effective Date (i) the retiring Agent’s or Co-Collateral Agent’s notice of resignation, Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (ii) except for any indemnity payments owed to the retiring Agent’s , all payments, communications and determinations provided to be made by, to or Co-Collateral Agent’s resignation through the Administrative Agent shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Agent instead be made by or Co-Collateral Agent hereunder, as applicableto each Lender directly, until such time, if any, as the Required Lenders Controlling Parties appoint a successor agent or successor co-collateral agent Agent as provided for above. Upon the acceptance of its appointment as such Agent or Subordinated Note Registrar hereunder by a successor Agent or successor Subordinated Note Registrar, such successor Agent or successor Subordinated Note Registrar, as applicable, shall thereupon succeed to and become vested with all the rights and duties of the retiring Agent or retiring Subordinated Note Registrar, as applicable, and the retiring Agent or retiring Subordinated Note Registrar, as applicable, shall be discharged from its duties and obligations hereunder, and the successor Agent or successor Subordinated Note Registrar, as applicable, shall provide written notice of such appointment to the Lenders, the Subordinated Noteholders, the Collateral Manager and S&P. After any retiring Agent’s or Co-Collateral Agentretiring Subordinated Note Registrar’s resignation hereunder as Agent or Co-Collateral AgentSubordinated Note Registrar, the provisions of this Article VIII VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent or Co-Collateral the Subordinated Note Registrar, as applicable. With respect to any Person (i) into which an Agent or may be merged or consolidated, (ii) that may result from any merger or consolidation to which an Agent shall be a party or (iii) with respect to the Agents (other than the Administrative Agent) that may succeed to the corporate trust business and assets of any of such Agents substantially as a whole, shall be the successor to such Agent under this Agreement and without further act of any of the other Loan Documentsparties to this Agreement. Notwithstanding anything in this Section 7.8 to the contrary, this Section 7.8 shall not apply to the resignation or removal of the Collateral Custodian, which shall be governed by the terms of Section 14.9 of this Agreement.

Successor Agent. (i) The Agent or any Co-Collateral Agent may resign as Agent or Co-Collateral Agent, as applicable, upon 30 daysfrom the performance of all its functions and duties hereunder and under the other Transaction Documents at any time by giving at least ten (10) Business Days’ prior written notice to the Lenders Company and each holder of Notes. Such resignation shall take effect upon the acceptance by a successor Agent of appointment pursuant to clauses (ii) and (iii) below or as otherwise provided below. The Required Holders may, by written consent, remove the Agent from all its functions and duties hereunder and under the other Transaction Documents. (ii) Upon any such notice of resignation or removal, the Holders shall appoint a successor collateral agent. Upon the acceptance of any appointment as Agent hereunder by a successor agent, such successor collateral agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the collateral agent, and the Borrowers. If the Agent or any Co-Collateral Agent shall resign as Agent or Co-Collateral Agent be discharged from its duties and obligations under this Agreement and the other Loan Transaction Documents, then . After the Required Lenders shall appoint from among the Lenders a successor agent or co-collateral agent for the Lenders, which successor agent or co-collateral agent shall (unless an Event of Default shall have occurred and be continuing) be subject to approval by the Borrowers (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent or co-collateral agent shall succeed to the rights, powers and duties of the Agent and the resigning Co-Collateral Agent, and the term “Agent” and “Co-Collateral Agent” shall mean such successor agent or successor co-collateral agent effective upon such appointment and approval, and the former Agent’s or Co-Collateral Agent’s rights, powers and duties as Agent or Co-Collateral Agent, as applicable, shall be terminated, without any other or further act or deed on the part of such former Agent or Co-Collateral Agent or any of the parties to this Agreement or any holders of the Advances. If no successor agent or co-collateral agent has accepted appointment as Agent or Co-Collateral Agent, as applicable, by the date that is 30 days following a retiring Agent’s or Co-Collateral Agent’s notice of resignation, the retiring Agent’s or Co-Collateral Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Agent or Co-Collateral Agent hereunder, as applicable, until such time, if any, removal hereunder as the Required Lenders appoint a successor agent or successor co-collateral agent as provided for above. After any retiring Agent’s or Co-Collateral Agent’s resignation as Agent or Co-Collateral Agentagent, the provisions of this Article VIII Section 6.1 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent or Co-Collateral the Agent under this Agreement and the other Loan Transaction Documents. (iii) If a successor collateral agent shall not have been so appointed within ten (10) Business Days of receipt of a written notice of resignation or removal, the Agent shall then appoint a successor collateral agent who shall serve as the Agent until such time, if any, as the Required Holders appoint a successor collateral agent as provided above. (iv) In the event that a successor Agent is appointed pursuant to the provisions of this Section 6.1 that is not a Purchaser or an affiliate of any Purchaser (or the Required Holders or the Agent (or its successor), as applicable, notify the Company that they or it wants to appoint such a successor Agent pursuant to the terms of this Section 6.1), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Agent (or its successor), as applicable, from time to time, to secure a successor Agent satisfactory to the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of such successor Agent, by having the Company and each Subsidiary thereof agree to indemnify any successor Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required by the successor Agent.

Successor Agent. The Agent or any Co-Collateral (a) Any Agent may resign as Agent or Co-Collateral Agent, as applicable, upon at any time give at least 30 days’ days prior written notice of its resignation to the Lenders and the BorrowersBorrower. If the Agent or Upon receipt of any Co-Collateral Agent shall resign as Agent or Co-Collateral Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent or co-collateral agent for the Lenders, which successor agent or co-collateral agent shall (unless an Event of Default shall have occurred and be continuing) be subject to approval by the Borrowers (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent or co-collateral agent shall succeed to the rights, powers and duties of the Agent and the resigning Co-Collateral Agent, and the term “Agent” and “Co-Collateral Agent” shall mean such successor agent or successor co-collateral agent effective upon such appointment and approval, and the former Agent’s or Co-Collateral Agent’s rights, powers and duties as Agent or Co-Collateral Agent, as applicable, shall be terminated, without any other or further act or deed on the part of such former Agent or Co-Collateral Agent or any of the parties to this Agreement or any holders of the Advances. If no successor agent or co-collateral agent has accepted appointment as Agent or Co-Collateral Agent, as applicable, by the date that is 30 days following a retiring Agent’s or Co-Collateral Agent’s notice of resignation, the Required Lenders shall have the right to appoint a successor Agent. If no such successor Agent 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’s . Whether or Co-Collateral Agent’s not a successor Agent has been appointed, such resignation shall nevertheless thereupon become effectiveeffective in accordance with such notice on the Resignation Effective Date. In addition, any Agent may be removed by the Required Lenders (for cause or no cause) upon 10 days prior written notice (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date” and together with the Resignation Effective Date, the “Replacement Effective Date”) delivered to the Borrower and the Agents, and upon delivery of any such notice of removal, the Required Lenders shall have the right to appoint a successor Agent; provided, that whether or not a successor Agent has been appointed, such removal shall become effective in accordance with such notice on the Removal Effective Date. (b) With effect from the Replacement Effective Date, (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 held by such Agent on behalf of the Lenders shall assume and perform all under any of the duties of 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) all payments, communications and determinations provided to be made by, to or Co-Collateral through such retiring or removed Agent hereunder, as applicableshall instead be made by or to each Lender directly, until such time, if any, as the Required Lenders appoint a successor agent or successor co-collateral agent Agent shall have been appointed as provided for above. After any Upon the acceptance of a successor’s Agent’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 Agent’s , and the retiring or Co-Collateral removed Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents. After the retiring or removed Agent’s resignation as Agent or Co-Collateral Agentremoval hereunder and under the other Loan Documents, the provisions of this Article VIII Article, Section 12.04 and Section 12.15 shall inure to its continue in effect for the benefit as to of such retiring or removed Agent in respect of any actions taken or omitted to be taken by it while it the retiring or removed Agent was Agent or Co-Collateral Agent under this Agreement and the other Loan Documentsacting as Agent.

Successor Agent. The Agent or any Co-Collateral (a) Each Agent may resign as Agent or Co-Collateral Agent, as applicable, from acting in such capacity upon 30 days’ notice to the Lenders and the Borrowers; provided that any such resignation by CITI shall also constitute the resignation by CITI as Issuing Bank. If the an Agent or any Co-Collateral Agent shall resign as Agent or Co-Collateral Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among the Lenders a successor agent or co-collateral agent for the Lenders, which . If no successor agent or co-collateral is appointed prior to the effective date of the resignation of such Agent, such Agent may appoint, after consulting with the Lenders, a successor agent shall (unless an Event from among the Lenders. Upon the acceptance of Default shall have occurred and be continuing) be subject to approval by its appointment as successor agent hereunder, the Borrowers (which approval shall not be unreasonably withheld or delayed), whereupon Person acting as such successor agent or co-collateral agent shall succeed to all the rights, powers and duties of the retiring Agent and Issuing Bank (and subject to the resigning Co-Collateral Agent, agreement of the Lender being so appointed to act as an Issuing Bank) and the term “Agent” and “Co-Collateral Agent” shall mean such successor agent or successor co-collateral agent effective upon such appointment and approvalagent, and the former retiring Agent’s or Co-Collateral appointment, powers and duties as Agent shall be terminated and in the case of the Administrative Agent, the retiring Issuing Bank’s rights, powers and duties as Agent or Co-Collateral Agent, as applicable, such shall be terminated, without any other or further act or deed on the part of such former retiring Agent or Co-Collateral Agent Issuing Bank, as the case may be, or any other Lender, other than the obligation of the parties successor Issuing Bank to this Agreement or any holders issue letters of credit in substitution for the Advances. If no successor agent or co-collateral agent has accepted appointment as Agent or Co-Collateral Agent, as applicable, by the date that is 30 days following a retiring Agent’s or Co-Collateral Agent’s notice Letters of resignation, the retiring Agent’s or Co-Collateral Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Agent or Co-Collateral Agent hereunder, as applicable, until such timeCredit, if any, as outstanding at the Required Lenders appoint a successor agent time of such succession or successor co-collateral agent as provided for aboveto make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring with respect to such Letters of Credit. After any retiring Agent’s or Co-Collateral Agent’s resignation hereunder as Agent or Co-Collateral Agent, the provisions of this Article VIII VII and Section 9.04 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent or Co-Collateral Agent under this Agreement Agreement. If no successor agent has accepted appointment as Agent by the date which is 30 days following a retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and the other Loan DocumentsLenders shall perform all of the duties of the Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above.

Successor Agent. The Agent or any Co-Collateral Agent may resign at any time as Agent or Co-Collateral Agent, as applicable, upon 30 days’ under the Loan Documents by giving written notice thereof to the Lenders and the Borrowers. If The Agent may be removed as Agent under the Loan Documents as a result of its gross negligence or willful misconduct by the Requisite Lenders (other than the Lender then acting as the Agent). Any such removal or resignation shall also constitute Agent's resignation as Swingline Lender and may, at such Agent's option, also constitute its resignation as Issuing Lender. Upon any such resignation or removal, the Requisite Lenders (other than the Lender then acting as Agent, in the case of the removal of the Agent or any Co-Collateral Agent under the immediately preceding sentence) shall resign as Agent or Co-Collateral Agent under this Agreement and have the other Loan Documents, then the Required Lenders shall right to appoint from among the Lenders a successor agent or co-collateral agent for the LendersAgent and Swingline Lender, which successor agent appointment shall, provided no Default or co-collateral agent shall (unless an Event of Default shall have occurred and be continuing) , be subject to approval by the Borrowers (Borrowers' approval, which approval shall not be unreasonably withheld or delayeddelayed (except that the Borrowers shall, in all events, be deemed to have approved each Lender and its affiliates as a successor Agent and Swingline Lender). If no successor Agent shall have been so appointed in accordance with the immediately preceding sentence, whereupon and shall have accepted such appointment, within thirty (30) days after the resigning Agent's giving of notice of resignation or the Lenders' removal of the resigning Agent, then the resigning or removed Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a Lender, if any Lender shall be willing to serve, and otherwise shall be a commercial bank having total combined assets of at least $50,000,000,000. Upon the acceptance of any appointment as Agent or Swingline Lender hereunder by a successor Agent, such successor agent or co-collateral agent Agent and Swingline Lender shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the Agent and the resigning Co-Collateral retiring Agent, and the term “Agent” retiring Agent shall be discharged from its duties and “Co-Collateral Agent” shall mean such successor agent or successor co-collateral agent effective upon such appointment and approval, and obligations under the former Agent’s or Co-Collateral Agent’s rights, powers and duties Loan Documents as Agent or Co-Collateral Agent, as applicable, shall be terminated, without any other or further act or deed on the part of such former Agent or Co-Collateral Agent or any of the parties to this Agreement or any holders of the Advances. If no successor agent or co-collateral agent has accepted appointment as Agent or Co-Collateral Agent, as applicable, by the date that is 30 days following a retiring Agent’s or Co-Collateral Agent’s notice of resignation, the retiring Agent’s or Co-Collateral Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Agent or Co-Collateral Agent hereunder, as applicable, until such time, if any, as the Required Lenders appoint a successor agent or successor co-collateral agent as provided for aboveSwingline Lender. After any retiring Agent’s 's resignation or Co-Collateral Agent’s resignation removal hereunder as Agent or Co-Collateral Agent, the provisions of this Article VIII XI and all provisions of this Agreement relating to Swingline Loans shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent or Co-Collateral Agent Swingline Lender under this Agreement and the other Loan Documents.

Successor Agent. The Agent or any Co-Collateral Agent may resign as Agent or Co-Collateral Agent, as applicable, upon 30 at any time by giving not less than thirty (30) days’ ' prior written notice thereof to the Lenders and Borrower. Upon any such resignation, the BorrowersRequisite Lenders shall have the right to appoint a successor Agent. If the Agent or any Co-Collateral no successor Agent shall resign as Agent or Co-Collateral Agent under this Agreement have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the other Loan Documentsresigning Agent's giving notice of resignation, then the Required resigning Agent may, on behalf of Lenders, appoint a successor Agent, which shall be a Lender, if a Lender is willing to accept such appointment, or otherwise shall be a commercial bank or financial institution or a subsidiary of a commercial bank or financial institution if such commercial bank or financial institution is organized under the laws of the United States of America or of any State thereof and has a combined capital and surplus of at least $300,000,000. If no successor Agent has been appointed pursuant to the foregoing, by the 30th day after the date such notice of resignation was given by the resigning Agent, such resignation shall become effective and the Requisite Lenders shall thereafter perform all the duties of Agent hereunder until such time, if any, as the Requisite Lenders appoint from among the Lenders a successor agent Agent as provided above. Any successor Agent appointed by Requisite Lenders hereunder shall be subject to the approval of Borrower, such approval not to be unreasonably withheld or co-collateral agent for the Lenders, which successor agent delayed; PROVIDED that such approval shall not be required if a Default or co-collateral agent shall (unless an Event of Default shall have occurred and be continuing) be subject to approval . Upon the acceptance of any appointment as Agent hereunder by the Borrowers (which approval shall not be unreasonably withheld or delayed)a successor Agent, whereupon such successor agent or co-collateral agent Agent shall succeed to and become vested with all the rights, powers powers, privileges and duties of the Agent and resigning Agent. Upon the resigning Co-Collateral Agent, and the term “Agent” and “Co-Collateral Agent” shall mean such successor agent or successor co-collateral agent effective upon such appointment and approval, and the former Agent’s or Co-Collateral Agent’s rights, powers and duties as Agent or Co-Collateral Agent, as applicable, shall be terminated, without any other or further act or deed on the part of such former Agent or Co-Collateral Agent or any earlier of the parties to this Agreement or acceptance of any holders of the Advances. If no successor agent or co-collateral agent has accepted appointment as Agent hereunder by a successor Agent or Co-Collateral the effective date of the resigning Agent, as applicable, by the date that is 30 days following a retiring Agent’s or Co-Collateral Agent’s notice of 's resignation, the retiring Agent’s or Co-Collateral Agent’s resignation resigning Agent shall nevertheless thereupon become effective, be discharged from its duties and obligations under this Agreement and the Lenders other Loan Documents, except that any indemnity rights or other rights in favor of such resigning Agent shall assume and perform all of the duties of the Agent or Co-Collateral Agent hereunder, as applicable, until such time, if any, as the Required Lenders appoint a successor agent or successor co-collateral agent as provided for abovecontinue. After any retiring resigning Agent’s or Co-Collateral Agent’s 's resignation as Agent or Co-Collateral Agenthereunder, the provisions of this Article VIII SECTION 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent or Co-Collateral Agent under this Agreement and the other Loan Documents.

Successor Agent. The Agent or may (i) resign at any Co-Collateral Agent may resign as Agent or Co-Collateral Agent, as applicable, time upon 30 days’ notice to the Lenders and Note Holders with a written copy of such notice to the BorrowersCompany or (ii) be terminated by the Required Holders. If the Agent resigns or any Co-Collateral Agent shall resign as Agent or Co-Collateral Agent is terminated under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders Holders shall appoint from among the Lenders a successor agent or co-collateral agent for agent. Upon the Lenders, which acceptance of its appointment as successor agent or co-collateral agent shall (unless an Event of Default shall have occurred and be continuing) be subject to approval by the Borrowers (which approval shall not be unreasonably withheld or delayed)hereunder, whereupon such successor agent or co-collateral agent shall succeed to all the rightsrights (other than any rights of reimbursement for any costs, expenses, indemnities or other amounts due and owing to the Agent prior to the resignation or removal thereof), powers and duties of the Agent and the resigning Co-Collateral retiring Agent, the retiring Agent shall be discharged from all of its duties and obligations hereunder and under the other Transaction Documents and the term “Agent” and “Co-Collateral Agent” shall mean such successor agent or successor co-collateral agent effective upon such appointment and approval, and the former retiring Agent’s or Co-Collateral Agent’s rightsappointment, powers and duties as Agent or Co-Collateral Agent, as applicable, shall be terminated, without any other or further act or deed on the part of such former Agent or Co-Collateral Agent or any of the parties to this Agreement or any holders of the Advances. If no successor agent or co-collateral agent has accepted appointment as Agent or Co-Collateral Agent, as applicable, by the date that is 30 days following a retiring Agent’s or Co-Collateral Agent’s notice of resignation, the retiring Agent’s or Co-Collateral Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Agent or Co-Collateral Agent hereunder, as applicable, until such time, if any, as the Required Lenders appoint a successor agent or successor co-collateral agent as provided for above. After any retiring Agent’s resignation or Co-Collateral Agent’s resignation as Agent or Co-Collateral Agenttermination hereunder, the provisions of this Article VIII VI and Section 6.7 shall inure to the benefit of such retiring Agent, its benefit sub-agents or attorneys in fact and as to any actions taken or omitted to be taken by it any of them while it the retiring Agent was Agent or Co-Collateral the Agent under this Agreement Agreement. If no successor agent has accepted appointment as the Agent by the date which is 30 days following the retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless become effective and the other Loan Initial Purchaser shall perform all of the duties of the Agent hereunder until such time, if any, as the Required Holders appoint a successor agent as provided for herein; provided that in the case of any security held by the Agent on behalf of the Note Holders under the Transaction Documents, the retiring Agent shall continue to hold such security in a custodial capacity only until such time as a successor agent is appointed or deposit such security with a court of competent jurisdiction (at the reasonable expense of Note Holders). Any Person into which the Agent may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Agent shall be a party, or any Person succeeding to the business of the Agent shall be the successor of the Agent without the execution or filing of any paper with any party hereto or any further act on the part of any of the parties hereto, except where an instrument of transfer or assignment is required by law to effect such succession, anything herein to the contrary notwithstanding.

Successor Agent. (a) The Agent or any Co-Collateral Agent may resign as Agent or Co-Collateral Agent, as applicable, upon at any time by giving 30 days’ prior written notice thereof to the Lenders and the BorrowersBorrower, whether or not a successor Agent has been appointed. Upon any such resignation the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor Agent. If the Agent or any Co-Collateral no successor Agent shall resign 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, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a bank with an office in New York, New York or an Affiliate of any such bank. In either case, such appointment shall be subject to the prior 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). Upon the acceptance of any appointment as Agent or Co-Collateral by a successor Agent, such successor Agent shall succeed to, and become vested with, all the rights, powers, privileges and duties of the retiring Agent. Upon the acceptance of appointment as Agent by a successor Agent, the retiring Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents. Prior to any retiring Agent’s resignation hereunder as Agent, then the retiring Agent shall take such action as may be reasonably necessary to assign to the successor Agent its rights as Agent under the 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 by the Borrower and such successor. (b) Notwithstanding paragraph (a) of this Section, in the event no successor Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its intent to resign, the retiring Agent may give notice of the effectiveness of its resignation to the Lenders and the Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (i) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents; and (ii) the Required Lenders shall appoint from among the Lenders a successor agent or co-collateral agent for the Lenders, which successor agent or co-collateral agent shall (unless an Event of Default shall have occurred and be continuing) be subject to approval by the Borrowers (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent or co-collateral agent shall succeed to and become vested with all the rights, powers powers, privileges and duties of the retiring Agent; provided that (Ax) all payments required to be made hereunder or under any other Loan Document to the Agent and for the resigning Co-Collateral Agent, and account of any Person other than the term “Agent” and “Co-Collateral Agent” shall mean such successor agent or successor co-collateral agent effective upon such appointment and approval, and the former Agent’s or Co-Collateral Agent’s rights, powers and duties as Agent or Co-Collateral Agent, as applicable, shall be terminated, without any made directly to such Person and (By) all notices and other communications required or further act contemplated to be given or deed on made to the part of such former Agent shall directly be given or Co-Collateral Agent or any made to each Lender. Following the effectiveness of the parties to this Agreement or any holders of the Advances. If no successor agent or co-collateral agent has accepted appointment as Agent or Co-Collateral Agent, as applicable, by the date that is 30 days following a retiring Agent’s or Co-Collateral Agent’s notice of resignation, the retiring Agent’s or Co-Collateral Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Agent or Co-Collateral Agent hereunder, from its capacity as applicable, until such time, if any, as the Required Lenders appoint a successor agent or successor co-collateral agent as provided for above. After any retiring Agent’s or Co-Collateral Agent’s resignation as Agent or Co-Collateral Agentsuch, the provisions of this Article VIII and Section 8.03, as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan Document, shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Agent was Agent or Co-Collateral Agent under this Agreement and the other Loan Documentsacting as Agent.

Successor Agent. The Agent or any Co-Collateral Agent may resign as Agent or Co-Collateral Agent, as applicable, upon 30 at any time by giving not less than thirty (30) days’ ' prior written notice thereof to the Lenders and the Borrowers. Upon any such resignation, the Requisite Lenders shall have the right to appoint a successor Agent. If the Agent or any Co-Collateral no successor Agent shall resign as Agent or Co-Collateral Agent under this Agreement have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the other Loan Documentsresigning Agent's giving notice of resignation, then the Required resigning Agent may, on behalf of Lenders, appoint a successor Agent, which shall be a Lender, if a Lender is willing to accept such appointment, or otherwise shall be a commercial bank or financial institution or a subsidiary of a commercial bank or financial institution if such commercial bank or financial institution is organized under the laws of the United States of America or of any State thereof and has a combined capital and surplus of at least $300,000,000. If no successor Agent has been appointed pursuant to the foregoing, by the 30th day after the date such notice of resignation was given by the resigning Agent, such resignation shall become effective and the Requisite Lenders shall thereafter perform all the duties of Agent hereunder until such time, if any, as the Requisite Lenders appoint from among the Lenders a successor agent Agent as provided above. Any successor Agent appointed by the Requisite Lenders hereunder shall be subject to the approval of Borrowers, such approval not to be unreasonably withheld or co-collateral agent for the Lenders, which successor agent delayed; PROVIDED that such approval shall not be required if a Default or co-collateral agent shall (unless an Event of Default shall have occurred and be continuing) be subject to approval . Upon the acceptance of any appointment as Agent hereunder by the Borrowers (which approval shall not be unreasonably withheld or delayed)a successor Agent, whereupon such successor agent or co-collateral agent Agent shall succeed to and become vested with all the rights, powers powers, privileges and duties of the Agent and resigning Agent. Upon the resigning Co-Collateral Agent, and the term “Agent” and “Co-Collateral Agent” shall mean such successor agent or successor co-collateral agent effective upon such appointment and approval, and the former Agent’s or Co-Collateral Agent’s rights, powers and duties as Agent or Co-Collateral Agent, as applicable, shall be terminated, without any other or further act or deed on the part of such former Agent or Co-Collateral Agent or any earlier of the parties to this Agreement or acceptance of any holders of the Advances. If no successor agent or co-collateral agent has accepted appointment as Agent hereunder by a successor Agent or Co-Collateral the effective date of the resigning Agent, as applicable, by the date that is 30 days following a retiring Agent’s or Co-Collateral Agent’s notice of 's resignation, the retiring Agent’s or Co-Collateral Agent’s resignation resigning Agent shall nevertheless thereupon become effective, be discharged from its duties and obligations under this Agreement and the Lenders other Loan Documents, except that any indemnity rights or other rights in favor of such resigning Agent shall assume and perform all of the duties of the Agent or Co-Collateral Agent hereunder, as applicable, until such time, if any, as the Required Lenders appoint a successor agent or successor co-collateral agent as provided for abovecontinue. After any retiring resigning Agent’s or Co-Collateral Agent’s 's resignation as Agent or Co-Collateral Agenthereunder, the provisions of this Article VIII SECTION 10.06 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent or Co-Collateral Agent under this Agreement and the other Loan Documents.

Successor Agent. The Agent or any Co-Collateral Agent may resign as Agent or Co-Collateral Agent, as applicable, upon 30 days’ notice to the Lenders and the BorrowersLenders. If the Agent or any Co-Collateral Agent shall resign as Agent or Co-Collateral Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among the Lenders a successor agent or co-collateral agent for the Lendersshall, which successor agent or co-collateral agent shall with (unless an so long as no Event of Default shall have occurred and be continuingexists) be subject to approval by the consent of Borrowers (which approval shall not be unreasonably withheld or delayed), whereupon appoint from among the Lenders a successor agent for the Lenders. If no successor agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders and (so long as no Event of Default is then continuing) Borrowers, a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, such successor agent or co-collateral agent shall succeed to all the rights, powers and duties of the retiring Agent and the resigning Co-Collateral Agent, and the term “Agent” and “Co-Collateral Agent” shall mean means such successor agent or successor co-collateral agent effective upon such appointment and approvalagent, and the former retiring Agent’s or Co-Collateral Agent’s rightsappointment, powers and duties as Agent or Co-Collateral Agent, as applicable, shall be terminated, without terminated (except for any other or further act or deed on the part of such former Agent or Co-Collateral Agent or any of the parties indemnity payments owed to this Agreement or any holders of the Advances. If no successor agent or co-collateral agent has accepted appointment as Agent or Co-Collateral Agent, as applicable, by the date that is 30 days following a retiring Agent’s or Co-Collateral Agent’s notice of resignation, the retiring or removed Agent’s or Co-Collateral Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Agent or Co-Collateral Agent hereunder, as applicable, until such time, if any, as the Required Lenders appoint a successor agent or successor co-collateral agent as provided for above). After any retiring Agent’s or Co-Collateral Agent’s resignation hereunder as Agent or Co-Collateral Agent, the provisions of this Article VIII Section 11 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent or Co-Collateral Agent under this Agreement Agreement. If no successor agent has accepted appointment as Agent by the date which is 30 days following a retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and the other Loan DocumentsLenders shall perform all of the duties of Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. If the Person serving as Agent is a Defaulting Lender pursuant to clause (c) of the definition thereof, the Required Lenders may, to the extent permitted by applicable Law, by notice in writing to Borrowers and such Person remove such Person as Agent and, in consultation with Borrowers, 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 Required Lenders), then such removal shall nonetheless become effective in accordance with such notice on such date.

Successor Agent. (a) The Agent or any Co-Collateral Agent may resign as Agent or Co-Collateral Agent, as applicable, upon at any time by giving 30 days’ prior written notice thereof to the Lenders and the BorrowersBorrower, whether or not a successor Agent has been appointed. Upon any such resignation the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor Agent. If the Agent or any Co-Collateral no successor Agent shall resign 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, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a bank with an office in New York, New York or an Affiliate of any such bank. In either case, such appointment shall be subject to the prior 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). Upon the acceptance of any appointment as Agent or Co-Collateral by a successor Agent, such successor Agent shall succeed to, and become vested with, all the rights, powers, privileges and duties of the retiring Agent. Upon the acceptance of appointment as Agent by a successor Agent, the retiring Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents. Prior to any retiring Agent’s resignation hereunder as Agent, then the retiring Agent shall take such action as may be reasonably necessary to assign to the successor Agent its rights as Agent under the 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 by the Borrower and such successor. (b) Notwithstanding paragraph (a) of this Section, in the event no successor Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its intent to resign, the retiring Agent may give notice of the effectiveness of its resignation to the Lenders and the Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (i) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents; and (ii) the Required Lenders shall appoint from among the Lenders a successor agent or co-collateral agent for the Lenders, which successor agent or co-collateral agent shall (unless an Event of Default shall have occurred and be continuing) be subject to approval by the Borrowers (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent or co-collateral agent shall succeed to and become vested with all the rights, powers powers, privileges and duties of the retiring Agent; provided that (A) all payments required to be made hereunder or under any other Loan Document to the Agent and for the resigning Co-Collateral Agent, and account of any Person other than the term “Agent” and “Co-Collateral Agent” shall mean such successor agent or successor co-collateral agent effective upon such appointment and approval, and the former Agent’s or Co-Collateral Agent’s rights, powers and duties as Agent or Co-Collateral Agent, as applicable, shall be terminated, without any made directly to such Person and (B) all notices and other communications required or further act contemplated to be given or deed on made to the part of such former Agent shall directly be given or Co-Collateral Agent or any made to each Lender. Following the effectiveness of the parties to this Agreement or any holders of the Advances. If no successor agent or co-collateral agent has accepted appointment as Agent or Co-Collateral Agent, as applicable, by the date that is 30 days following a retiring Agent’s or Co-Collateral Agent’s notice of resignation, the retiring Agent’s or Co-Collateral Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Agent or Co-Collateral Agent hereunder, from its capacity as applicable, until such time, if any, as the Required Lenders appoint a successor agent or successor co-collateral agent as provided for above. After any retiring Agent’s or Co-Collateral Agent’s resignation as Agent or Co-Collateral Agentsuch, the provisions of this Article VIII and Section 8.03, as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan Document, shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Agent was Agent or Co-Collateral Agent under this Agreement and the other Loan Documentsacting as Agent.

Successor Agent. The Agent or any Co-Collateral Agent may resign at any time as --------------- Agent or Co-Collateral Agent, as applicable, upon 30 days’ under the Loan Documents by giving written notice thereof to the Lenders and the Borrowers. If Borrower and the Agent may be removed at any time with or without cause by written action of all Lenders (other than the Agent) delivered to the Agent. Upon any Co-Collateral Agent shall resign as Agent such resignation or Co-Collateral Agent under this Agreement and the other Loan Documentsremoval, then the Required Lenders shall have the right to appoint from among the Lenders a successor agent or co-collateral agent for Agent. If no successor Agent shall have been so appointed by the Required Lenders, which successor agent or co-collateral agent shall (unless an Event of Default and shall have occurred accepted such appointment, within thirty (30) days after the retiring Agent's notice of resignation or the removal of the Agent, then the retiring or removed Agent may, on behalf of the other Lender Parties, appoint a successor Agent, which shall be a financial institution having a combined capital and be continuing) be subject surplus of at least $100,000,000, or a branch or agency of such a financial institution, organized or licensed to approval do business under the laws of the United States of America or any State thereof. Upon the acceptance of any appointment as the Agent by the Borrowers (which approval shall not be unreasonably withheld or delayed)a successor Agent, whereupon such successor agent or co-collateral agent Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the Agent and the resigning Co-Collateral retiring Agent, and the term “Agent” retiring Agent shall be discharged of its duties and “Co-Collateral Agent” obligations under the Loan Documents. In making such appointment the Agent shall mean consult with the Borrower; provided, however, that the Agent shall not be required to obtain any -------- ------- consent by the Borrower with respect to such successor agent or Agent. Upon the acceptance of any appointment as the Agent by a successor co-collateral agent effective upon such appointment and approval, and the former Agent’s or Co-Collateral Agent’s rights, powers and duties as Agent or Co-Collateral Agent, as applicable, such successor Agent shall be terminated, without any other or further act or deed on give notice to the part Borrower of such former Agent or Co-Collateral Agent or any of the parties to this Agreement or any holders of the Advances. If no successor agent or co-collateral agent has accepted its appointment as Agent or Co-Collateral Agent, as applicable, by the date that is 30 days following a retiring Agent’s or Co-Collateral Agent’s notice of resignation, the retiring Agent’s or Co-Collateral Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Agent or Co-Collateral Agent hereunder, as applicable, until such time, if any, as the Required Lenders appoint a successor agent or successor co-collateral agent as provided for above. After Upon any retiring Agent’s 's resignation or Co-Collateral Agent’s resignation as Agent or Co-Collateral Agentremoval, the provisions of this Article VIII (as well as other expense reimbursement, indemnification and exculpatory provisions in the other Loan Documents) shall inure to continue in effect for its benefit as to any actions taken or omitted to be taken by it while it was Agent or Co-Collateral Agent under this Agreement and the other Loan DocumentsAgent.

Successor Agent. The Agent or any Co-Collateral Agent may resign as Agent or Co-Collateral Agent, as applicable, upon 30 days’ at any time by giving written notice thereof to the Lenders Lenders, the Issuing Banks and the Borrowers, such resignation to be effective upon the appointment of a successor Agent or, if no successor Agent has been appointed, 45 days after the retiring Agent gives notice of its intention to resign. If the Agent or Upon any Co-Collateral Agent shall resign as Agent or Co-Collateral Agent under this Agreement and the other Loan Documentssuch resignation, then the Required Lenders shall appoint from among the Lenders a successor agent or co-collateral agent for the Lenders, which successor agent or co-collateral agent shall (unless an Event with the consent of Default shall have occurred and be continuing) be subject to approval by the Borrowers (which approval consent shall not be unreasonably withheld or delayed, provided that such consent shall not be required in the event and continuation of a Default), whereupon such successor agent or co-collateral agent shall succeed have the right to the rightsappoint, powers and duties on behalf of the Agent Borrowers and the resigning Co-Collateral Lenders, a successor Agent, and the term “Agent” and “Co-Collateral Agent” shall mean such successor agent or successor co-collateral agent effective upon such appointment and approval, and the former Agent’s or Co-Collateral Agent’s rights, powers and duties as Agent or Co-Collateral Agent, as applicable, shall be terminated, without any other or further act or deed on the part of such former Agent or Co-Collateral Agent or any of the parties to this Agreement or any holders of the Advances. If no successor agent or co-collateral agent has accepted appointment as Agent or Co-Collateral Agent, as applicable, shall have been so appointed by the date that is Required Lenders or consented to by the Borrowers within 30 days following a retiring after the resigning Agent’s or Co-Collateral Agent’s giving notice of resignationits intention to resign, then the resigning Agent may appoint, on behalf of the Borrowers and the Lenders, a successor Agent. Notwithstanding the previous sentence, the retiring Agent’s Agent may at any time without the consent of the Borrowers or Co-Collateral Agent’s resignation shall nevertheless thereupon become effectiveany Lender or any Issuing Bank, appoint any of its Affiliates which is a commercial bank as a successor Agent hereunder. If the Agent has resigned and no successor Agent has been appointed, the Required Lenders shall assume and may perform all of the duties of the Agent or Co-Collateral hereunder and the Borrowers shall make all payments in respect of the Obligations to the applicable Lenders and for all other purposes shall deal directly with the Lenders. If the Agent hereunderhas resigned and, as applicable, until at such time, if anyholds cash collateral under this Agreement, as the Required Agent shall continue to hold such cash collateral for the benefit of the Lenders appoint and the applicable Issuing Bank until a successor agent Agent has been appointed. No successor Agent shall be deemed to be appointed hereunder until such successor Agent has accepted the appointment. Unless otherwise agreed by the Company, any such successor Agent shall be a Lender or, if no Lender will accept such appointment, a commercial bank having capital and retained earnings of at least $1,000,000,000 (or such lower amount as shall be acceptable to the Company). Upon the acceptance of any appointment as Agent hereunder by a successor co-collateral agent as provided for aboveAgent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning Agent. Upon the effectiveness of the resignation of the Agent, the resigning Agent shall be discharged from its duties and obligations hereunder and under the Loan Documents. After any retiring Agent’s or Co-Collateral Agent’s the effectiveness of the resignation as Agent or Co-Collateral of the Agent, the provisions of this Article VIII X shall inure to its continue in effect for the benefit as to of such Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Agent or Co-Collateral Agent hereunder and under this Agreement and the other Loan Documents.

Successor Agent. The Agent or any Co-Collateral (a) Any Agent may resign as Agent or Co-Collateral Agent, as applicable, upon at any time give at least 30 days’ days prior written notice of its resignation to the Lenders and the BorrowersBorrower; provided that in no event shall any such successor Agent be a Disqualified Institution. If the Agent or Upon receipt of any Co-Collateral Agent shall resign as Agent or Co-Collateral Agent under this Agreement and the other Loan Documentssuch notice of resignation, then the Required Lenders shall appoint from among have the Lenders a successor agent or co-collateral agent for right, with the Lenders, which successor agent or co-collateral agent shall consent of the Borrower (unless an Event of Default shall have occurred and be continuing) be subject not to approval by the Borrowers (which approval shall not be unreasonably withheld or delayed), whereupon to appoint a successor Agent; provided that the Borrower’s consent shall not be required if an Event of Default has occurred and is continuing. If no such successor agent Agent 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 co-collateral agent such earlier day as shall succeed to be agreed by the rightsRequired Lenders) (the “Resignation Effective Date”), powers and duties then the retiring Agent may (but shall not be obligated to), on behalf of the Lenders appoint a successor Agent. Whether or not a successor Agent and has been appointed, such resignation shall become effective in accordance with such notice on the resigning Co-Collateral AgentResignation Effective Date. (b) With effect from the Resignation Effective Date, and (i) the term “Agent” and “Co-Collateral Agent” shall mean such successor agent or successor co-collateral agent effective upon such appointment and approval, and the former Agent’s or Co-Collateral Agent’s rights, powers and duties as retiring Agent or Co-Collateral Agent, as applicable, shall be terminated, without discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any other or further act or deed Collateral held by such Agent on behalf of the part of such former Agent or Co-Collateral Agent or Lenders under any of the parties to this Agreement or any holders of the Advances. If no successor agent or co-collateral agent has accepted appointment as Agent or Co-Collateral Agent, as applicable, by the date that is 30 days following a retiring Agent’s or Co-Collateral Agent’s notice of resignationLoan Documents, the retiring Agent’s Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (ii) all payments, communications and determinations provided to be made by, to or Co-Collateral Agent’s resignation through such retiring Agent shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Agent instead be made by or Co-Collateral Agent hereunder, as applicableto each Lender directly, until such time, if any, as the Required Lenders appoint a successor agent or successor co-collateral agent Agent shall have been appointed as provided for above. Upon the acceptance of a successor’s Agent’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 Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents. After any the retiring Agent’s or Co-Collateral Agent’s resignation as Agent or Co-Collateral Agenthereunder and under the other Loan Documents, the provisions of this Article VIII Article, ‎Section 12.04 and ‎Section 12.15 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it while it the retiring Agent was Agent or Co-Collateral Agent under this Agreement and the other Loan Documentsacting as Agent.

Successor Agent. The Agent or any Co-Collateral Agent Agent: (i) may resign as Agent or Co-Collateral (ii) shall resign if such resignation is requested by the Required Lenders (if the Agent is a Lender, the Agent’s Loans, as applicableReimbursement Obligations, upon 30 Letter of Credit Borrowings, and its Commitment shall be considered in determining whether the Required Lenders have requested such resignation) or required by Section 5.4.2 [Replacement of a Lender], in either case of (i) or (ii) by giving not less than thirty (30) days’ prior written notice to the Lenders and the BorrowersBorrower. If the Agent or any Co-Collateral Agent shall resign as Agent or Co-Collateral Agent under this Agreement and the other Loan DocumentsAgreement, then either: (a) the Required Lenders shall appoint from among the Lenders a successor agent or co-collateral agent for the Lenders, which successor agent or co-collateral agent subject to the consent of the Borrower, such consent not to be unreasonably withheld, provided that no consent of the Borrower shall (unless be required if an Event of Default shall have occurred exists and be continuingis continuing or (b) be subject to approval by the Borrowers (which approval if a successor agent shall not be so appointed and approved within the thirty (30) day period following the Agent’s notice to the Lenders of its resignation, then the Agent shall appoint, with the consent of the Borrower, such consent not to be unreasonably withheld withheld, a successor agent who shall serve as Agent until such time as the Required Lenders appoint and the Borrower consents to the appointment of a successor agent. Upon its appointment pursuant to either clause (a) or delayed)(b) above, whereupon such successor agent or co-collateral agent shall succeed to the rights, powers and duties of the Agent and the resigning Co-Collateral Agent, and the term “Agent” and “Co-Collateral Agent” shall mean such successor agent or successor co-collateral agent agent, effective upon such appointment and approvalits appointment, and the former Agent’s or Co-Collateral Agent’s rights, powers and duties as Agent or Co-Collateral Agent, as applicable, shall be terminated, terminated without any other or further act or deed on the part of such former Agent or Co-Collateral Agent or any of the parties to this Agreement or Agreement. After the resignation of any holders of the Advances. If no successor agent or co-collateral agent has accepted appointment as Agent or Co-Collateral Agent, as applicable, by the date that is 30 days following a retiring Agent’s or Co-Collateral Agent’s notice of resignation, the retiring Agent’s or Co-Collateral Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Agent or Co-Collateral Agent hereunder, as applicable, until such time, if any, as the Required Lenders appoint a successor agent or successor co-collateral agent as provided for above. After any retiring Agent’s or Co-Collateral Agent’s resignation as Agent or Co-Collateral Agent, the provisions of this Article VIII Section 10 shall inure to its the benefit as of such former Agent and such former Agent shall not by reason of such resignation be deemed to be released from liability for any actions taken or omitted to be not taken by it while it was Agent or Co-Collateral an Agent under this Agreement and the other Loan DocumentsAgreement.

Successor Agent. The Agent or any Co-Collateral Agent may resign as Agent or Co-Collateral Agent, as applicable, upon at any time by giving not less than 30 days’ prior written notice thereof to the Lenders and the BorrowersBorrower. If the Agent or Upon any Co-Collateral Agent shall resign as Agent or Co-Collateral Agent under this Agreement and the other Loan Documentssuch resignation, then the Required Lenders shall have the right to appoint from among the Lenders a successor agent or co-collateral agent for the Lenders, which successor agent or co-collateral agent shall (unless an Event of Default shall have occurred and be continuing) be subject to approval by the Borrowers (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent or co-collateral agent shall succeed to the rights, powers and duties of the Agent and the resigning Co-Collateral Agent, and the term “Agent” and “Co-Collateral Agent” shall mean such successor agent or successor co-collateral agent effective upon such appointment and approval, and the former Agent’s or Co-Collateral Agent’s rights, powers and duties as Agent or Co-Collateral Agent, as applicable, shall be terminated, without any other or further act or deed on the part of such former Agent or Co-Collateral Agent or any of the parties to this Agreement or any holders of the Advances. If no successor agent or co-collateral agent has accepted appointment as Agent or Co-Collateral Agent, as applicable, shall have been so appointed by the date that is Required Lenders and shall have accepted such appointment within 30 days following a retiring after the resigning Agent’s or Co-Collateral Agent’s giving notice of resignation, then the retiring resigning Agent may, on behalf of Lenders, appoint a successor Agent’s , which shall be a Lender, if a Lender is willing to accept such appointment, or Co-Collateral otherwise shall be a commercial bank or financial institution or a subsidiary of a commercial bank or financial institution if such commercial bank or financial institution is organized under the laws of the United States of America or of any State thereof and has a combined capital and surplus of at least Three Hundred Million Dollars ($300,000,000). If no successor Agent has been appointed pursuant to the foregoing, within 30 days after the date such notice of resignation was given by the resigning Agent’s , such resignation shall nevertheless thereupon become effective, effective and the Required Lenders shall assume and thereafter perform all of the duties of the Agent or Co-Collateral Agent hereunder, as applicable, hereunder until such time, if any, as the Required Lenders appoint a successor agent or successor co-collateral agent Agent as provided for above. Any successor Agent appointed by Required Lenders hereunder shall be subject to the prior written approval of Borrower, such approval not to be unreasonably withheld or delayed; provided that such approval after the first 30 days after the notice of resignation by the Agent shall not be required if a Consent Rights Triggering Event has occurred and is continuing. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning Agent. Upon the earlier of the acceptance of any appointment as Agent hereunder by a successor Agent or the effective date of the resigning Agent’s resignation, the resigning Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents, except that any indemnity rights or other rights in favor of such resigning Agent shall continue. After any retiring Agent’s or Co-Collateral resigning Agent’s resignation as Agent or Co-Collateral Agenthereunder, the provisions of this Article VIII Section 12 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent or Co-Collateral acting as Agent under this Agreement and the other Loan Documents.

Successor Agent. The Agent or any Co-Collateral Agent may resign as at any time give notice of its resignation to Lenders and Borrower, which resignation shall not be effective until the time at which the majority of the Lenders have delivered to Agent or Co-Collateral Agenttheir written consent to such resignation. Upon receipt of any such notice of resignation, as applicablethe Lenders shall have the right, upon 30 days’ notice in consultation with Borrower, to appoint a successor. If no such successor shall have been so appointed by the Lenders and shall have accepted such appointment within 30 days after the Borrowers. If retiring Agent has received the written consent of the majority of the Lenders to such resignation, then the retiring Agent or may on behalf of Lenders, appoint a successor Agent meeting the qualifications set forth above; provided that in no event shall any Co-Collateral such successor Agent be a Defaulting Lender and provided further that if the retiring Agent shall resign notify Borrower and Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) 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 collateral security held by Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed and such collateral security is assigned to such successor Agent) and (2) all payments, communications and determinations provided to be made by, to or through Agent shall instead be made by or to each Lender directly, until such time as the Lenders appoint a successor Agent as provided for above in this Section 9.9. 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 Co-Collateral retired) Agent, 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 Agreement Section 9.9). 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 Agent’s resignation hereunder and under the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent or co-collateral agent for the Lenders, which successor agent or co-collateral agent shall (unless an Event of Default shall have occurred and be continuing) be subject to approval by the Borrowers (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent or co-collateral agent shall succeed to the rights, powers and duties of the Agent and the resigning Co-Collateral Agent, and the term “Agent” and “Co-Collateral Agent” shall mean such successor agent or successor co-collateral agent effective upon such appointment and approval, and the former Agent’s or Co-Collateral Agent’s rights, powers and duties as Agent or Co-Collateral Agent, as applicable, shall be terminated, without any other or further act or deed on the part of such former Agent or Co-Collateral Agent or any of the parties to this Agreement or any holders of the Advances. If no successor agent or co-collateral agent has accepted appointment as Agent or Co-Collateral Agent, as applicable, by the date that is 30 days following a retiring Agent’s or Co-Collateral Agent’s notice of resignation, the retiring Agent’s or Co-Collateral Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Agent or Co-Collateral Agent hereunder, as applicable, until such time, if any, as the Required Lenders appoint a successor agent or successor co-collateral agent as provided for above. After any retiring Agent’s or Co-Collateral Agent’s resignation as Agent or Co-Collateral Agent, the provisions of this Article VIII Section 9 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Indemnified Persons in respect of any actions taken or omitted to be taken by it any of them while it the retiring Agent was Agent or Co-Collateral Agent under this Agreement and the other Loan Documentsacting as Agent.

Successor Agent. The Agent or any Co-Collateral Agent may resign as Agent or Co-Collateral Agent, as applicable, upon 30 at any time by giving not less than thirty (30) days’ prior written notice thereof to ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇. Upon any such resignation, the Requisite Lenders and (in consultation with Borrower) shall have the Borrowers. If the Agent or any Co-Collateral Agent shall resign as Agent or Co-Collateral Agent under this Agreement and the other Loan Documents, then the Required Lenders shall right to appoint from among the Lenders a successor agent or co-collateral agent for the Lenders, which successor agent or co-collateral agent shall (unless an Event of Default shall have occurred and be continuing) be subject to approval by the Borrowers (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent or co-collateral agent shall succeed to the rights, powers and duties of the Agent and the resigning Co-Collateral Agent, and the term “Agent” and “Co-Collateral Agent” shall mean such successor agent or successor co-collateral agent effective upon such appointment and approval, and the former Agent’s or Co-Collateral Agent’s rights, powers and duties as Agent or Co-Collateral Agent, as applicable, shall be terminated, without any other or further act or deed on the part of such former Agent or Co-Collateral Agent or any of the parties to this Agreement or any holders of the Advances. If no successor agent or co-collateral agent has accepted appointment as Agent or Co-Collateral Agent, as applicable, shall have been so appointed by the date that is 30 Requisite Lenders and shall have accepted such appointment within thirty (30) days following a retiring after the resigning Agent’s or Co-Collateral Agent’s giving notice of resignation, then the retiring resigning Agent may, on behalf of ▇▇▇▇▇▇▇, appoint a successor Agent’s , which shall be a Lender, if a Lender is willing to accept such appointment, or Co-Collateral otherwise shall be a commercial bank, financial institution or trust company. If no successor Agent has been appointed pursuant to the foregoing, within thirty (30) days after the date such notice of resignation was given by the resigning Agent’s , such resignation shall nevertheless thereupon become effective, effective and the Requisite Lenders shall assume and thereafter perform all of the duties of the Agent or Co-Collateral Agent hereunder▇▇▇▇▇▇▇▇▇, as applicablein each case, until such time, if any, as the Required Requisite Lenders appoint a successor agent or successor co-collateral agent Agent as provided for above. Any successor Agent appointed by Requisite Lenders hereunder shall be subject to the approval of ▇▇▇▇▇▇▇▇, such approval not to be unreasonably withheld or delayed; provided that such approval shall not be required if an Event of Default has occurred and is continuing. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning Agent. Upon the earlier of the acceptance of any appointment as Agent hereunder by a successor Agent or the effective date of the resigning Agent’s resignation, the resigning Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents, except that any indemnity rights or other rights in favor of such resigning Agent shall continue. After any retiring Agent’s or Co-Collateral resigning Agent’s resignation as Agent or Co-Collateral Agenthereunder, the provisions of this Article VIII Section 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent or Co-Collateral acting as Agent under this Agreement and the other Loan Documents.

Successor Agent. The Any Agent or may, at any Co-Collateral Agent may time, resign as Agent or Co-Collateral Agent, as applicable, upon 30 days’ twenty (20) days written notice to the Lenders and the BorrowersBorrower Parties, provided, however, that except (a) in the case of a merger by the Administrative Agent with another financial institution (even if the Administrative Agent is not the surviving entity), (b) in the event that such resignation is required for regulatory reasons as determined in good faith by the Administrative Agent, or (c) during the continuance of an Event of Default, any resignation by the Administrative Agent shall require the prior written consent of the Credit Parties, which consent may be granted or withheld in the Credit Parties’ sole discretion, and the appointment of any successor Administrative Agent shall require the prior written approval of the Credit Parties (such approval not to be unreasonably withheld or delayed) and the Required Lenders. If no successor agent is appointed prior to the effective date of the resignation of the applicable Agent, then the retiring Agent or may appoint, after consulting with the Lenders and the Credit Parties, a successor Agent from any Co-Collateral of the Lenders. Upon the acceptance of its appointment as successor agent ▇▇▇▇▇▇▇▇▇, such successor agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and shall assume the duties and obligations of such retiring Agent, and the retiring Agent shall resign be discharged from its duties and obligations as Agent or Co-Collateral Agent under this Credit Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent or co-collateral agent for the Lenders, which successor agent or co-collateral agent shall (unless an Event of Default shall have occurred and be continuing) be subject to approval by the Borrowers (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent or co-collateral agent shall succeed to the rights, powers and duties of the Agent and the resigning Co-Collateral Agent, and the term “Agent” and “Co-Collateral Agent” shall mean such successor agent or successor co-collateral agent effective upon such appointment and approval, and the former Agent’s or Co-Collateral Agent’s rights, powers and duties as Agent or Co-Collateral Agent, as applicable, shall be terminated, without any other or further act or deed on the part of such former Agent or Co-Collateral Agent or any of the parties to this Agreement or any holders of the Advances. If no successor agent or co-collateral agent has accepted appointment as Agent or Co-Collateral Agent, as applicable, by the date that is 30 days following a retiring Agent’s or Co-Collateral Agent’s notice of resignation, the retiring Agent’s or Co-Collateral Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Agent or Co-Collateral Agent hereunder, as applicable, until such time, if any, as the Required Lenders appoint a successor agent or successor co-collateral agent as provided for above. After any retiring Agent’s or Co-Collateral Agent’s resignation hereunder as Agent or Co-Collateral Agent, the provisions of this Article VIII Section 11.9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent or Co-Collateral an Agent under this Agreement Credit Agreement. If no successor agent has accepted appointment as Agent by the date which is thirty (30) days following a retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and the other Loan Documentsapplicable Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the applicable Lenders appoint a successor agent as provided for above. Notwithstanding anything in this Section 11.9 to the contrary, any Agent may subcontract certain of its duties hereunder to a third party so long as the applicable Agent remains primarily liable for the performance of its applicable obligations hereunder.

Successor Agent. The Agent or any Co-Collateral Agent may may, and at the request of the Required Lenders shall, resign as Agent or Co-Collateral Agent, as applicable, upon 30 thirty (30) days’ notice to the Lenders and the BorrowersLenders. If the Agent or any Co-Collateral Agent shall resign as Agent or Co-Collateral Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among the Lenders a successor agent or co-collateral agent for the LendersLenders subject, which successor agent or co-collateral agent shall (unless an so long as no Event of Default shall have has occurred and be is then continuing) be subject , to approval by the Borrowers (consent of the Borrowers, which approval shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Agent, whereupon the Agent may appoint, after consulting with the Lenders and the Borrowers, a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, such successor agent or co-collateral agent shall succeed to all the rights, powers and duties of the retiring Agent and the resigning Co-Collateral Agent, and the term “Agent” and “Co-Collateral Agent” shall mean such successor agent or successor co-collateral agent effective upon such appointment and approval, and the former retiring Agent’s or Co-Collateral Agent’s rightsappointment, powers and duties as Agent or Co-Collateral Agent, as applicable, shall be terminated, without any other or further act or deed on the part of such former Agent or Co-Collateral Agent or any of the parties to this Agreement or any holders of the Advances. If no successor agent or co-collateral agent has accepted appointment as Agent or Co-Collateral Agent, as applicable, by the date that is 30 days following a retiring Agent’s or Co-Collateral Agent’s notice of resignation, the retiring Agent’s or Co-Collateral Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Agent or Co-Collateral Agent hereunder, as applicable, until such time, if any, as the Required Lenders appoint a successor agent or successor co-collateral agent as provided for above. After any retiring Agent’s or Co-Collateral Agent’s resignation hereunder as Agent or Co-Collateral Agent, the provisions of this Article VIII XI and Sections 12.04 and 12.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent or Co-Collateral Agent under this Agreement Agreement. If no successor agent has accepted appointment as Agent by the date which is thirty (30) days following a retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and the other Loan DocumentsLenders shall perform all of the duties of the Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Notwithstanding the foregoing, however, ▇▇▇▇▇ Fargo may not be removed as the Agent at the request of the Required Lenders unless ▇▇▇▇▇ Fargo shall also simultaneously be replaced as the L/C Issuer (if any letters of credit Issued by ▇▇▇▇▇ Fargo are then outstanding) and Swing Line Lender hereunder pursuant to documentation in form and substance reasonably satisfactory to ▇▇▇▇▇ Fargo.

Successor Agent. The Agent or any Co-Collateral Agent may resign at any time by giving not less than thirty (30) days’ prior written notice thereof to Lenders and Borrower Representative. Upon any such resignation, the Requisite Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within thirty (30) days after the resigning Agent’s giving notice of resignation, then the resigning Agent may, on behalf of Lenders, appoint a successor Agent, which shall be a Lender, if a Lender is willing to accept such appointment, or otherwise shall be a commercial bank or financial institution or a subsidiary of a commercial bank or financial institution if such commercial bank or financial institution is organized under the laws of the United States of America or of any State thereof and has a combined capital and surplus of at least $300,000,000. If no successor Agent has been appointed pursuant to the foregoing, within thirty (30) days after the date such notice of resignation was given by the resigning Agent, such resignation shall become effective and the Requisite Lenders shall thereafter perform all the duties of Agent hereunder until such time, if any, as the Requisite Lenders appoint a successor Agent as provided above. Any successor Agent appointed by Requisite Lenders or the resigning Agent hereunder shall be subject to the approval of Borrower Representative, such approval not to be unreasonably withheld or delayed; provided that such approval shall not be required if a Default or an Event of Default has occurred and is continuing. Upon the acceptance of any appointment as Agent or Co-Collateral hereunder by a successor Agent, such successor Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning Agent. Upon the earlier of the acceptance of any appointment as applicable, upon 30 days’ notice to the Lenders and the Borrowers. If the Agent hereunder by a successor Agent or any Co-Collateral the effective date of the resigning Agent’s resignation, the resigning Agent shall resign as Agent or Co-Collateral Agent be discharged from its duties and obligations under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent except that any indemnity rights or co-collateral agent for the Lenders, which successor agent or co-collateral agent shall (unless an Event of Default shall have occurred and be continuing) be subject to approval by the Borrowers (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent or co-collateral agent shall succeed to the rights, powers and duties of the Agent and the resigning Co-Collateral Agent, and the term “Agent” and “Co-Collateral Agent” shall mean such successor agent or successor co-collateral agent effective upon such appointment and approval, and the former Agent’s or Co-Collateral Agent’s rights, powers and duties as Agent or Co-Collateral Agent, as applicable, shall be terminated, without any other or further act or deed on the part rights in favor of such former resigning Agent or Co-Collateral Agent or shall continue. After any of the parties to this Agreement or any holders of the Advances. If no successor agent or co-collateral agent has accepted appointment as Agent or Co-Collateral Agent, as applicable, by the date that is 30 days following a retiring Agent’s or Co-Collateral Agent’s notice of resignation, the retiring Agent’s or Co-Collateral resigning Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Agent or Co-Collateral Agent hereunder, as applicable, until such time, if any, as the Required Lenders appoint a successor agent or successor co-collateral agent as provided for above. After any retiring Agent’s or Co-Collateral Agent’s resignation as Agent or Co-Collateral Agent, the provisions of this Article VIII Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent or Co-Collateral acting as Agent under this Agreement and the other Loan Documents.

Successor Agent. The Agent or any Co-Collateral Agent may resign at any time as Agent or Co-Collateral Agent, as applicable, upon 30 days’ under the Loan Documents by giving written notice thereof to the Lenders and the BorrowersBorrower. If The Agent may be removed as Agent under the Loan Documents for gross negligence or willful misconduct by all Lenders (other than the Lender then acting as Agent) upon 30 day’s prior notice. Upon any such resignation or removal, the Requisite Lenders (which in the case of the removal of the Agent as provided in the immediately preceding sentence, shall be determined without regard to the Revolving Commitment or any Co-Collateral Agent Term Loans of the Lender then acting as Agent) shall resign as Agent or Co-Collateral Agent under this Agreement and have the other Loan Documents, then the Required Lenders shall right to appoint from among the Lenders a successor agent Agent which appointment shall, provided no Default or co-collateral agent for the Lenders, which successor agent or co-collateral agent shall (unless an Event of Default shall have occurred and be continuing) exists, be subject to approval by the Borrowers (Borrower’s approval, which approval shall not be unreasonably withheld or delayeddelayed (except that the Borrower shall, in all events, be deemed to have approved each Lender and any of its Affiliates as a successor Agent). If no successor Agent shall have been so appointed in accordance with the immediately preceding sentence, whereupon and shall have accepted such appointment, within 30 days after the current Agent’s giving of notice of resignation or the Lenders’ removal of the current Agent, then the current Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a Lender, if any Lender shall be willing to serve, and otherwise shall be an Eligible Assignee. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor agent or co-collateral agent Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the Agent and the resigning Co-Collateral current Agent, and the term “Agent” and “Co-Collateral Agent” shall mean such successor agent or successor co-collateral agent effective upon such appointment and approval, and the former Agent’s or Co-Collateral Agent’s rights, powers and duties as current Agent or Co-Collateral Agent, as applicable, shall be terminated, without discharged from its duties and obligations under the Loan Documents. After any other or further act or deed on the part of such former Agent or Co-Collateral Agent or any of the parties to this Agreement or any holders of the Advances. If no successor agent or co-collateral agent has accepted appointment as Agent or Co-Collateral Agent, as applicable, by the date that is 30 days following a retiring Agent’s or Co-Collateral Agent’s notice of resignation, the retiring Agent’s or Co-Collateral Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Agent or Co-Collateral Agent hereunder, removal hereunder as applicable, until such time, if any, as the Required Lenders appoint a successor agent or successor co-collateral agent as provided for above. After any retiring Agent’s or Co-Collateral Agent’s resignation as Agent or Co-Collateral Agent, the provisions of this Article VIII shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent or Co-Collateral Agent under this Agreement and the other Loan Documents. Notwithstanding anything contained herein to the contrary, the Agent may assign its rights and duties under the Loan Documents to any of its Affiliates by giving the Borrower and each Lender prior written notice.

Successor Agent. The Agent or any Co-Collateral Agent may resign at any time by giving not less than thirty (30) days' prior written notice thereof to Lenders and Borrower Representative. Upon any such resignation, the Requisite Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within thirty (30) days after the resigning Agent's giving notice of resignation, then the resigning Agent may, on behalf of Lenders, appoint a successor Agent, which shall be a Lender, if a Lender is willing to accept such appointment, or otherwise shall be a commercial bank or financial institution or a subsidiary of a commercial bank or financial institution if such commercial bank or financial institution is organized under the laws of the United States of America or of any State thereof and has a combined capital and surplus of at least $300,000,000. If no successor Agent has been appointed pursuant to the foregoing, within thirty (30) days after the date such notice of resignation was given by the resigning Agent, such resignation shall become effective and the Requisite Lenders shall thereafter perform all the duties of Agent hereunder until such time, if any, as the Requisite Lenders appoint a successor Agent as provided above. Any successor Agent appointed by Requisite Lenders or the resigning Agent hereunder shall be subject to the approval of Borrower Representative, such approval not to be unreasonably withheld or delayed; provided that such approval shall not be required if a Default or an Event of Default has occurred and is continuing. Upon the acceptance of any appointment as Agent or Co-Collateral hereunder by a successor Agent, such successor Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning Agent. Upon the earlier of the acceptance of any appointment as applicable, upon 30 days’ notice to the Lenders and the Borrowers. If the Agent hereunder by a successor Agent or any Co-Collateral the effective date of the resigning Agent's resignation, the resigning Agent shall resign as Agent or Co-Collateral Agent be discharged from its duties and obligations under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent except that any indemnity rights or co-collateral agent for the Lenders, which successor agent or co-collateral agent shall (unless an Event of Default shall have occurred and be continuing) be subject to approval by the Borrowers (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent or co-collateral agent shall succeed to the rights, powers and duties of the Agent and the resigning Co-Collateral Agent, and the term “Agent” and “Co-Collateral Agent” shall mean such successor agent or successor co-collateral agent effective upon such appointment and approval, and the former Agent’s or Co-Collateral Agent’s rights, powers and duties as Agent or Co-Collateral Agent, as applicable, shall be terminated, without any other or further act or deed on the part rights in favor of such former resigning Agent or Co-Collateral Agent or any of the parties to this Agreement or any holders of the Advances. If no successor agent or co-collateral agent has accepted appointment as Agent or Co-Collateral Agent, as applicable, by the date that is 30 days following a retiring Agent’s or Co-Collateral Agent’s notice of resignation, the retiring Agent’s or Co-Collateral Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Agent or Co-Collateral Agent hereunder, as applicable, until such time, if any, as the Required Lenders appoint a successor agent or successor co-collateral agent as provided for abovecontinue. After any retiring resigning Agent’s or Co-Collateral Agent’s 's resignation as Agent or Co-Collateral Agenthereunder, the provisions of this Article VIII Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent or Co-Collateral acting as Agent under this Agreement and the other Loan Documents.

Successor Agent. The Agent or any Co-Collateral Any Agent may resign as Agent or Co-Collateral at any time by giving five (5) Business Days’ written notice thereof to the Lenders, the Issuing Bank, the other Agents and the Lead Borrower. Upon any such resignation of any Agent, as applicable, upon 30 days’ notice to the Lenders and the Borrowers. If the Agent or any Co-Collateral Agent shall resign as Agent or Co-Collateral Agent under this Agreement and the other Loan Documents, then the Required Lenders shall have the right to appoint from among the Lenders a successor agent or co-collateral agent for the LendersAgent, which successor agent so long as there is no Default or co-collateral agent shall (unless an Event of Default Default, shall have occurred and be continuing) be subject reasonably satisfactory to approval by the Borrowers Lead Borrower (which approval whose consent shall not be unreasonably withheld or delayed), whereupon such successor agent or co-collateral agent shall succeed to the rights, powers and duties of the Agent and the resigning Co-Collateral Agent, and the term “Agent” and “Co-Collateral Agent” shall mean such successor agent or successor co-collateral agent effective upon such appointment and approval, and the former Agent’s or Co-Collateral Agent’s rights, powers and duties as Agent or Co-Collateral Agent, as applicable, shall be terminated, without any other or further act or deed on the part of such former Agent or Co-Collateral Agent or any of the parties to this Agreement or any holders of the Advances. If no successor agent or co-collateral agent has accepted appointment as Agent or Co-Collateral Agent, as applicable, shall have been so appointed by the date that is Required Lenders and shall have accepted such appointment, within 30 days following a after the retiring Agent’s or Co-Collateral Agent’s giving of notice of resignation, the retiring Agent’s or Co-Collateral Agent’s resignation shall nevertheless thereupon become effectiveAgent may, on behalf of the Lenders, the other Agents and the Lenders Issuing Bank, appoint a successor Agent which shall assume and perform be a Person capable of complying with all of the duties of such Agent (and the Issuing Bank), hereunder (in the opinion of the retiring Agent and as certified to the Lenders in writing by such successor Agent) which, so long as there is no Default or Co-Collateral Agent hereunderEvent of Default, as applicable, until such timeshall be reasonably satisfactory to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). Notwithstanding the foregoing, if anyFleet resigns as Administrative Agent, FRG may, at its option, become successor Administrative Agent; and if FRG resigns as Collateral Agent, Fleet may, at its option, become successor Collateral Agent. Upon the Required Lenders appoint acceptance of any appointment as Agent by a successor agent or Agent, such successor co-collateral agent as provided for aboveAgent shall thereupon 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 under this Agreement. After any retiring Agent’s or Co-Collateral Agent’s resignation hereunder as Agent or Co-Collateral such Agent, the provisions of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent or Co-Collateral such Agent under this Agreement and the other Loan DocumentsAgreement.

Successor Agent. The Agent or any Co-Collateral Agent may resign as at any time by giving not less than thirty (30) days' prior written notice thereof to Lenders, Parent and Borrower. Upon any such resignation, the Requisite Lenders shall have the right to appoint a successor Agent. If no successor Agent or Co-Collateral Agent, as applicable, upon 30 days’ notice to shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the Borrowers. If the Agent or any Co-Collateral Agent shall resign as Agent or Co-Collateral Agent under this Agreement and the other Loan Documentsresigning Agent's giving notice of resignation, then the Required resigning Agent may, on behalf of Lenders, appoint a successor Agent, which shall be a Lender, if a Lender is willing to accept such appointment, or otherwise shall be a commercial bank or financial institution or a subsidiary of a commercial bank or financial institution if such commercial bank or financial institution is organized under the laws of the United States of America or of any State thereof and has a combined capital and surplus of at least $300,000,000. If no successor Agent has been appointed pursuant to the foregoing, by the 30th day after the date such notice of resignation was given by the resigning Agent, such resignation shall become effective and the Requisite Lenders shall thereafter perform all the duties of Agent hereunder until such time, if any, as the Requisite Lenders appoint from among the Lenders a successor agent Agent as provided above. Any successor Agent appointed by Requisite Lenders hereunder shall be subject to the approval of Parent and Borrower, such approval not to be unreasonably withheld or co-collateral agent for the Lenders, which successor agent delayed; PROVIDED that such approval shall not be required if a Default or co-collateral agent shall (unless an Event of Default shall have occurred and be continuing) be subject to approval . Upon the acceptance of any appointment as Agent hereunder by the Borrowers (which approval shall not be unreasonably withheld or delayed)a successor Agent, whereupon such successor agent or co-collateral agent Agent shall succeed to and become vested with all the rights, powers powers, privileges and duties of the Agent and resigning Agent. Upon the resigning Co-Collateral Agent, and the term “Agent” and “Co-Collateral Agent” shall mean such successor agent or successor co-collateral agent effective upon such appointment and approval, and the former Agent’s or Co-Collateral Agent’s rights, powers and duties as Agent or Co-Collateral Agent, as applicable, shall be terminated, without any other or further act or deed on the part of such former Agent or Co-Collateral Agent or any earlier of the parties to this Agreement or acceptance of any holders of the Advances. If no successor agent or co-collateral agent has accepted appointment as Agent hereunder by a successor Agent or Co-Collateral the effective date of the resigning Agent, as applicable, by the date that is 30 days following a retiring Agent’s or Co-Collateral Agent’s notice of 's resignation, the retiring Agent’s or Co-Collateral Agent’s resignation resigning Agent shall nevertheless thereupon become effective, be discharged from its duties and obligations under this Agreement and the Lenders other Loan Documents, except that any indemnity rights or other rights in favor of such resigning Agent shall assume and perform all of the duties of the Agent or Co-Collateral Agent hereunder, as applicable, until such time, if any, as the Required Lenders appoint a successor agent or successor co-collateral agent as provided for abovecontinue. After any retiring resigning Agent’s or Co-Collateral Agent’s 's resignation as Agent or Co-Collateral Agenthereunder, the provisions of this Article VIII SECTION 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent or Co-Collateral Agent under this Agreement and the other Loan Documents. Agent may be removed at the written direction of the holders (other than Agent) of two-thirds or more of the Commitments (excluding Agent's Commitment); provided that in so doing, such Lenders shall be deemed to have waived and released any and all claims they may have against Agent.

Successor Agent. The Agent or any Co-Collateral Agent may resign as Agent or Co-Collateral Agent, as applicable, upon 30 days’ days (ten days if an Event of Default has occurred and is continuing) prior written notice to the Lenders (unless such notice is waived by the Required Lenders) and the BorrowersBorrowers (unless such notice is waived by Borrowers or a Default or Event of Default has occurred and is continuing). If the Agent or any Co-Collateral Agent shall resign as Agent or Co-Collateral Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall be entitled, with (so long as no Event of Default has occurred and is continuing) the consent of Borrowers (such consent not to be unreasonably withheld, delayed, or conditioned), appoint a successor Agent for the Lenders. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders and ▇▇▇▇▇▇▇▇▇, 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 may agree in writing to remove and replace Agent with a successor Agent from among the Lenders a successor agent or co-collateral agent for the Lenders, which successor agent or co-collateral agent shall with (unless an so long as no Event of Default shall have has occurred and be is continuing) be subject to approval by the consent of Borrowers (which approval shall such consent not to be unreasonably withheld withheld, delayed, or delayedconditioned). In any such event, whereupon upon the acceptance of its appointment as successor Agent hereunder, such successor agent or co-collateral agent Agent shall succeed to all the rights, powers powers, and duties of the retiring Agent and the resigning Co-Collateral Agent, and the term “Agent” and “Co-Collateral Agent” shall mean such successor agent or successor co-collateral agent effective upon such appointment and approval, Agent and the former retiring Agent’s or Co-Collateral Agent’s rightsappointment, powers powers, and duties as Agent or Co-Collateral Agent, as applicable, shall be terminated, without any other or further act or deed on the part of such former Agent or Co-Collateral Agent or any of the parties to this Agreement or any holders of the Advances. If no successor agent or co-collateral agent has accepted appointment as Agent or Co-Collateral Agent, as applicable, by the date that is 30 days following a retiring Agent’s or Co-Collateral Agent’s notice of resignation, the retiring Agent’s or Co-Collateral Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Agent or Co-Collateral Agent hereunder, as applicable, until such time, if any, as the Required Lenders appoint a successor agent or successor co-collateral agent as provided for above. After any retiring Agent’s or Co-Collateral Agent’s resignation hereunder as Agent or Co-Collateral Agent, the provisions of this Article VIII Section 13.9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent or Co-Collateral Agent under this Agreement Agreement. If no successor Agent has accepted appointment as Agent by the date which is 30 days following a retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and the other Loan DocumentsLenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

Successor Agent. The Agent or any Co-Collateral Agent may resign at any time give notice of its resignation to Lenders and Borrower. Upon receipt of any such notice of resignation, Requisite Lenders shall have the right, in consultation with Borrower, to appoint a successor, which shall be a financial institution 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 Requisite 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 Lenders, appoint a successor Agent meeting the qualifications set forth above provided that if the retiring Agent shall notify Borrower and Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) 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 collateral security held by Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed and such collateral security is assigned to such successor Agent) and (2) all payments, communications and determinations provided to be made by, to or through Agent shall instead be made by or to each Lender directly, until such time as Requisite Lenders appoint a successor Agent as provided for above in this Section 10.9. 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 Co-Collateral retired) Agent, as applicable“CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, upon 30 days’ notice to the Lenders AS AMENDED.” and the Borrowers. If the Agent or any Co-Collateral retiring Agent shall resign 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 10.9). The fees payable by Borrower to a successor Agent or Co-Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between Borrower and such successor. After the retiring Agent’s resignation hereunder and under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent or co-collateral agent for the Lenders, which successor agent or co-collateral agent shall (unless an Event of Default shall have occurred and be continuing) be subject to approval by the Borrowers (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent or co-collateral agent shall succeed to the rights, powers and duties of the Agent and the resigning Co-Collateral Agent, and the term “Agent” and “Co-Collateral Agent” shall mean such successor agent or successor co-collateral agent effective upon such appointment and approval, and the former Agent’s or Co-Collateral Agent’s rights, powers and duties as Agent or Co-Collateral Agent, as applicable, shall be terminated, without any other or further act or deed on the part of such former Agent or Co-Collateral Agent or any of the parties to this Agreement or any holders of the Advances. If no successor agent or co-collateral agent has accepted appointment as Agent or Co-Collateral Agent, as applicable, by the date that is 30 days following a retiring Agent’s or Co-Collateral Agent’s notice of resignation, the retiring Agent’s or Co-Collateral Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Agent or Co-Collateral Agent hereunder, as applicable, until such time, if any, as the Required Lenders appoint a successor agent or successor co-collateral agent as provided for above. After any retiring Agent’s or Co-Collateral Agent’s resignation as Agent or Co-Collateral Agent, the provisions of this Article VIII Section 10 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Agent was Agent or Co-Collateral Agent under this Agreement and the other Loan Documentsacting as Agent.

Successor Agent. The Agent or any Co-Collateral Agent may resign as Agent or Co-Collateral Agent, as applicable, upon 30 days’ ' written notice to the Lenders and the BorrowersBorrower; provided that any such resignation by Bank of America shall also constitute its resignation as Agent in its capacity of issuer of Letters of Credit. If the Agent or any Co-Collateral Agent shall resign as Agent or Co-Collateral Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among the Lenders a successor agent or co-collateral agent Agent for the Lenders, which successor agent or co-collateral agent Agent shall (unless an Event be consented to by Borrower at all times other than during the existence of a Default shall have occurred and be continuing) be subject to approval by the Borrowers (which approval consent of Borrower shall not be unreasonably withheld or delayed). If no successor Agent is appointed prior to the effective date of the resignation of Agent, whereupon Agent may appoint, after consulting with Lenders and Borrower, a successor Agent from among Lenders. Upon the acceptance of its appointment as successor Agent hereunder, the Person acting as such successor agent or co-collateral agent Agent shall succeed to all the rights, powers and duties of the retiring Agent and the resigning Co-Collateral Agent, (including those in its capacity as issuer of Letters of Credit) and the term “"Agent” and “Co-Collateral Agent” " shall mean such successor agent or successor co-collateral agent effective upon Agent in all such appointment and approval, capacities and the former retiring Agent’s or Co-Collateral Agent’s rights's appointment, powers and duties as Agent or Co-Collateral Agent, as applicable, shall be terminated, without any other or further act or deed on the part of such former Agent or Co-Collateral retiring Agent or any other Lender, other than the obligation of the parties successor Agent to this Agreement or any holders issue letters of credit in substitution for the Advances. If no successor agent or co-collateral agent has accepted appointment as Agent or Co-Collateral Agent, as applicable, by the date that is 30 days following a retiring Agent’s or Co-Collateral Agent’s notice Letters of resignation, the retiring Agent’s or Co-Collateral Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Agent or Co-Collateral Agent hereunder, as applicable, until such timeCredit, if any, as outstanding at the Required Lenders appoint a successor agent time of such succession or successor co-collateral agent as provided for aboveto make other arrangements satisfactory to the retiring Agent to effectively assume the obligations of the retiring Agent with respect to such Letters of Credit. After any retiring Agent’s or Co-Collateral Agent’s 's resignation hereunder as Agent or Co-Collateral Agent, the provisions of this Article VIII IX and 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 Agent or Co-Collateral Agent under this Agreement Agreement. If no successor Agent has accepted appointment as Agent by the date which is 30 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and Lenders shall perform all of the other Loan Documentsduties of Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above.

Successor Agent. The Agent or any Co-Collateral Subject to the terms of this paragraph, the Administrative Agent may resign at any time from its capacity as such. In connection with such resignation, the Administrative Agent or Co-Collateral Agent, as applicable, upon 30 days’ shall give notice of its intent to resign to the Lenders and the BorrowersBorrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its intent to resign, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a bank with an office in New York, New York, or an Affiliate of any Co-Collateral such bank. Upon the acceptance of its appointment as Administrative Agent 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, and the retiring Administrative Agent shall resign be discharged from its duties and obligations hereunder and under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed by the Borrower and such successor. Notwithstanding the foregoing, in the event no successor Administrative Agent or Co-Collateral shall have been so appointed and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders and the Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under this Agreement and the other Loan Documents, then provided that, solely for purposes of maintaining any security interest granted to the Administrative Agent under any Collateral Document for the benefit of the Credit Parties, the retiring Administrative Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Credit 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 (it being understood and agreed that the retiring Administrative Agent shall have no duty or obligation to take any further action under any Collateral Document, including any action required to maintain the perfection of any such security interest), and (b) the Required Lenders shall appoint from among the Lenders a successor agent or co-collateral agent for the Lenders, which successor agent or co-collateral agent shall (unless an Event of Default shall have occurred and be continuing) be subject to approval by the Borrowers (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent or co-collateral agent shall succeed to and become vested with all the rights, powers powers, privileges and duties of the Agent and the resigning Co-Collateral retiring Administrative Agent, and provided, further that (i) all payments required to be made hereunder or under any other Loan Document to the term “Agent” and “Co-Collateral Agent” shall mean such successor agent or successor co-collateral agent effective upon such appointment and approval, and Administrative Agent for the former Agent’s or Co-Collateral Agent’s rights, powers and duties as account of any Person other than the Administrative Agent or Co-Collateral Agent, as applicable, shall be terminated, without any made directly to such Person and (ii) all notices and other communications required or further act contemplated to be given or deed on made to the part of such former Administrative Agent shall also directly be given or Co-Collateral Agent or any made to each Lender. Following the effectiveness of the parties to this Agreement or any holders of the Advances. If no successor agent or co-collateral agent has accepted appointment as Agent or Co-Collateral Agent, as applicable, by the date that is 30 days following a retiring Agent’s or Co-Collateral Agent’s notice of resignation, the retiring Agent’s or Co-Collateral Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Agent or Co-Collateral Agent hereunder, from its capacity as applicable, until such time, if any, as the Required Lenders appoint a successor agent or successor co-collateral agent as provided for above. After any retiring Agent’s or Co-Collateral Agent’s resignation as Agent or Co-Collateral Agentsuch, the provisions of this Article VIII and Section 10.07, as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan Document, shall inure to continue in effect for the benefit of such retiring Administrative Agent, its benefit as to subagents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was acting as Administrative Agent or Co-Collateral Agent and in respect of the matters referred to in the proviso under this Agreement and the other Loan Documentsclause (a) above.

Successor Agent. The 13.19.1 Notwithstanding anything contained in this Agreement to the contrary, KeyBank National Association shall serve as Agent pursuant to this Agreement until the earlier to occur of the following (the "Resignation Event"): (a) the occurrence of an Event of Default, or any Co-Collateral (b) the date upon which the Facility is terminated. Following such a Resignation Event, Agent may resign from the performance of all its functions and duties hereunder at any time by giving at least thirty (30) days prior written notice to Lenders and Borrower. Such resignation shall take effect on the date set forth in such notice or as otherwise provided below. Such resignation by Agent or Co-Collateral as agent shall not affect its obligations hereunder, if any, as a Lender. 13.19.2 Upon resignation by the Agent, as applicable, upon 30 days’ notice to the Lenders and the Borrowers. If the Agent or any Co-Collateral Agent shall resign as Agent or Co-Collateral Agent under this Agreement and the other Loan Documentssuccessor Agent, then the Required Lenders shall appoint from among the Lenders a successor agent or co-collateral agent for Agent with the Lendersconsent of Borrower, which shall not be unreasonably withheld, conditioned or delayed (provided that no consent of Borrower shall be required if the successor agent Agent is also a Lender or co-collateral agent shall (unless if an Event of Default then exists). If no successor Agent shall have occurred and be continuing) be subject to approval been so appointed by the Borrowers Required Lenders, and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving notice of resignation, then the retiring Agent may appoint a successor Agent with the consent of Borrower, which approval shall not be unreasonably withheld withheld, conditioned or delayeddelayed (provided that no consent of Borrower shall be required if the successor Agent is also a Lender or if an Event of Default then exists). Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, whereupon such successor agent or co-collateral agent Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the Agent and the resigning Co-Collateral Agent, and the term “Agent” and “Co-Collateral Agent” shall mean such successor agent or successor co-collateral agent effective upon such appointment and approval, and the former Agent’s or Co-Collateral Agent’s rights, powers and duties as retiring Agent or Co-Collateral Agent, as applicable, shall be terminated, without any discharged from its duties and obligations hereunder and under the other or further act or deed on the part of such former Agent or Co-Collateral Agent or any of the parties to this Agreement or any holders of the Advances. If no successor agent or co-collateral agent has accepted appointment as Agent or Co-Collateral Agent, as applicable, by the date that is 30 days following a retiring Agent’s or Co-Collateral Agent’s notice of resignation, the retiring Agent’s or Co-Collateral Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Agent or Co-Collateral Agent hereunder, as applicable, until such timeLoan Documents other than its liability, if any, as the Required Lenders appoint a successor agent or successor co-collateral agent as provided for aboveduties and obligations accrued prior to its retirement. After any retiring Agent’s or Co-Collateral Agent’s 's resignation hereunder as Agent or Co-Collateral an Agent, the provisions of this Article VIII ARTICLE 13 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as an Agent or Co-Collateral Agent hereunder and under this Agreement and the other Loan Documents.

Successor Agent. The Agent or may at any Co-Collateral Agent may resign as Agent or Co-Collateral Agent, as applicable, upon 30 days’ time give notice of its resignation to the Lenders and the Borrowers. If the Agent or any Co-Collateral Agent shall resign as Agent or Co-Collateral Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent or co-collateral agent for the Lenders, which successor agent or co-collateral agent shall (unless an Event of Default shall have occurred and be continuing) be subject to approval by the Borrowers (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent or co-collateral agent shall succeed to the rights, powers and duties of the Agent each Issuing Lender and the resigning Co-Collateral Agent, and the term “Agent” and “Co-Collateral Agent” shall mean Borrower. Upon receipt of any such successor agent or successor co-collateral agent effective upon such appointment and approval, and the former Agent’s or Co-Collateral Agent’s rights, powers and duties as Agent or Co-Collateral Agent, as applicable, shall be terminated, without any other or further act or deed on the part of such former Agent or Co-Collateral Agent or any of the parties to this Agreement or any holders of the Advances. If no successor agent or co-collateral agent has accepted appointment as Agent or Co-Collateral Agent, as applicable, by the date that is 30 days following a retiring Agent’s or Co-Collateral Agent’s notice of resignation, the Required Lenders shall have the right to appoint a successor acceptable to the Borrower, 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’s or Co-Collateral Agent’s resignation Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and each Issuing Lender, appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent shall nevertheless thereupon become effective, notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall assume nonetheless become effective in accordance with such notice and perform all (a) the retiring Agent 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 Agent on behalf of the duties Lenders or any Issuing Lender under any of the Credit Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or Co-Collateral through the Agent hereunder, as applicableshall instead be made by or to each Lender and each Issuing Lender directly, until such time, if any, time as the Required Lenders appoint a successor agent or successor co-collateral agent Agent as provided for aboveabove in this Section. 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 retired) Agent, and the retiring (or retired) Agent 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). 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 the retiring Agent’s or Co-Collateral Agent’s resignation as Agent or Co-Collateral Agenthereunder and under the other Credit Documents, the provisions of this Article VIII Section and Section 11.5 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Agent was acting as Agent. Any resignation by ▇▇▇▇▇ Fargo as the Agent or Co-Collateral Agent pursuant to this Section shall also constitute its resignation as Swingline Lender and as an Issuing Lender under this Agreement Credit Agreement. Upon the acceptance of a successor’s appointment as Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, (ii) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Credit Documents, and (iii) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit.

Successor Agent. The If at any time the Agent or any Co-Collateral Agent deems it advisable, in its sole discretion, it may resign as Agent or Co-Collateral Agent, as applicable, upon 30 days’ notice submit to each of the Lenders and the Borrowers. If the Agent or any Co-Collateral Agent shall resign a written notice of its resignation as Agent or Co-Collateral Agent under this Agreement Agreement, such resignation to be effective upon the earlier of (i) the written acceptance of the duties of the Agent under the Loan Documents by a successor Agent and (ii) on the other Loan Documents30th day after the date of such notice. Upon any such resignation, then the Required Lenders shall have the right to appoint from among the Lenders a successor agent or co-collateral agent for Agent. If no successor Agent shall have been so appointed by the Required Lenders and accepted such appointment in writing within 30 days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which successor agent Agent shall be a commercial bank organized under the laws of the United States of America or co-collateral agent shall (unless an Event any State thereof and having a combined capital and surplus of Default at least $100,000,000. The Borrower shall have occurred and be continuing) be subject the right to approval by the Borrowers (approve any such successor Agent, which approval shall not be unreasonably withheld or delayed), whereupon . Upon the acceptance of any appointment as Agent hereunder by a suc- cessor Agent and the approval of such successor agent or co-collateral agent Agent by the Borrower in accordance with the terms of this Section, such successor Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the Agent and the resigning Co-Collateral retiring Agent, and the term “retiring Agent” and “Co-Collateral Agent” shall mean such successor agent or successor co-collateral agent effective upon such appointment and approval, and the former Agent’s or Co-Collateral Agent’s 's rights, powers powers, privileges and duties as Agent or Co-Collateral Agent, as applicable, under the Loan Documents shall be terminated, without any other or further act or deed on the part of such former Agent or Co-Collateral Agent or any of the parties to this Agreement or any holders of the Advances. If no successor agent or co-collateral agent has accepted appointment as Agent or Co-Collateral Agent, as applicable, by the date that is 30 days following a retiring Agent’s or Co-Collateral Agent’s notice of resignation, the retiring Agent’s or Co-Collateral Agent’s resignation shall nevertheless thereupon become effective, The Borrower and the Lenders shall assume and perform all of the duties of the Agent or Co-Collateral Agent hereunder, execute such documents as applicable, until shall be necessary to effect such time, if any, as the Required Lenders appoint a successor agent or successor co-collateral agent as provided for aboveappointment. After any retiring Agent’s or Co-Collateral Agent’s 's resignation hereunder as Agent or Co-Collateral Agent, the provisions of this Article VIII the Loan Documents shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent or Co-Collateral Agent under this Agreement and the other Loan Documents. If at any time hereunder there shall not be a duly appointed and acting Agent, the Borrower agrees to make each payment due under the Loan Documents directly to the Lenders entitled thereto during such time.

Successor Agent. The Agent or any Co-Collateral Agent may resign at any time as Agent or Co-Collateral Agent, as applicable, upon 30 days’ under the Loan Documents by giving written notice thereof to the Lenders and the BorrowersBorrower. If In the event of a material breach of its duties hereunder, the Agent or any Co-Collateral Agent shall resign may be removed as Agent under the Loan Documents at any time by all Lenders (other than the Agent as a "Lender") and the Borrower upon 30-day's prior notice. Upon any such resignation or Co-Collateral removal, the Requisite Lenders (other than, in the case of the removal of the Agent under this Agreement and the other Loan Documentsimmediately preceding sentence, then the Required Lenders Agent as a "Lender") shall have the right to appoint from among the Lenders a successor agent Agent which appointment shall, provided no Default or co-collateral agent for the Lenders, which successor agent or co-collateral agent shall (unless an Event of Default shall have occurred and be continuing) , be subject to approval by the Borrowers (Borrower's approval, which approval shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed in accordance with the immediately preceding sentence, whereupon and shall have accepted such appointment, within 30 days after the resigning Agent's giving of notice of resignation or the Lenders' removal of the resigning Agent, then the resigning or removed Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a Lender, if any Lender shall be willing to serve, and otherwise shall be an Eligible Assignee. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor agent or co-collateral agent Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the Agent and the resigning Co-Collateral Agent, and the term “Agent” and “Co-Collateral Agent” shall mean such successor agent or successor co-collateral agent effective upon such appointment and approval, and the former Agent’s or Co-Collateral Agent’s rights, powers and duties as retiring Agent or Co-Collateral Agent, as applicable, shall be terminated, without any other or further act or deed on discharged from its duties and obligations under the part of such former Agent or Co-Collateral Agent or any of the parties to this Agreement or any holders of the Advances. If no successor agent or co-collateral agent has accepted appointment as Agent or Co-Collateral Agent, as applicable, by the date that is 30 days following a retiring Agent’s or Co-Collateral Agent’s notice of resignation, the retiring Agent’s or Co-Collateral Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Agent or Co-Collateral Agent hereunder, as applicable, until such time, if any, as the Required Lenders appoint a successor agent or successor co-collateral agent as provided for aboveLoan Documents. After any retiring resigning Agent’s 's resignation or Co-Collateral Agent’s resignation removal hereunder as Agent or Co-Collateral Agent, the provisions of this Article VIII X. shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent or Co-Collateral Agent under this Agreement and the other Loan Documents. Notwithstanding anything contained herein to the contrary, the Agent may assign its rights and duties under the Loan Documents to any of its affiliates by giving the Borrower and each Lender prior written notice.

Successor Agent. The Agent or any Co-Collateral Agent may resign as Agent or Co-Collateral Agent, as applicable, upon 30 days’ at any time by giving written notice thereof to the Lenders and the BorrowersBorrower, such resignation to be effective upon the appointment of a successor Agent or, if no successor Agent has been appointed, 45 days after the resigning Agent gives notice of its intention to resign. Upon any such resignation the Required Lenders shall have the right to appoint, on behalf of the Borrower and the Lenders, a successor Agent. If no successor Agent shall have been so appointed by the Required Lenders within 30 days after the resigning Agent's giving notice of its intention to resign, then the resigning Agent may appoint, on behalf of the Borrower and the Lenders, a successor Agent. If the Agent or any Co-Collateral has resigned and no successor Agent shall resign as Agent or Co-Collateral Agent under this Agreement and the other Loan Documentshas been appointed, then the Required Lenders shall appoint from among the Lenders a successor agent or co-collateral agent for the Lenders, which successor agent or co-collateral agent shall (unless an Event of Default shall have occurred and be continuing) be subject to approval by the Borrowers (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent or co-collateral agent shall succeed to the rights, powers and duties of the Agent and the resigning Co-Collateral Agent, and the term “Agent” and “Co-Collateral Agent” shall mean such successor agent or successor co-collateral agent effective upon such appointment and approval, and the former Agent’s or Co-Collateral Agent’s rights, powers and duties as Agent or Co-Collateral Agent, as applicable, shall be terminated, without any other or further act or deed on the part of such former Agent or Co-Collateral Agent or any of the parties to this Agreement or any holders of the Advances. If no successor agent or co-collateral agent has accepted appointment as Agent or Co-Collateral Agent, as applicable, by the date that is 30 days following a retiring Agent’s or Co-Collateral Agent’s notice of resignation, the retiring Agent’s or Co-Collateral Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and may perform all of the duties of the Agent or Co-Collateral 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 Lenders. No successor Agent hereunder, as applicable, shall be deemed to be appointed hereunder until such timesuccessor Agent has accepted the appointment and, if anyno Default or Unmatured Default has occurred and is continuing, the Borrower has consented to such appointment. Any such successor 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 Required Lenders appoint Agent hereunder by a successor agent or Agent, such successor co-collateral agent as provided for aboveAgent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning Agent. Upon the effectiveness of the resignation of the Agent, the resigning Agent shall be discharged from its duties and obligations hereunder and under the Loan Documents. After any retiring Agent’s or Co-Collateral Agent’s the effectiveness of the resignation as Agent or Co-Collateral of an Agent, the provisions of this Article VIII ARTICLE X shall inure to its continue in effect for the benefit as to of such Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Agent or Co-Collateral Agent hereunder and under this Agreement and the other Loan Documents.

Successor Agent. The Subject to the appointment and acceptance of a successor Agent or any Co-Collateral as provided in this Section 7.5, the Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Required Holders. Agent may be removed as Agent or Co-Collateral Agent, as applicable, upon 30 days’ notice to at the Lenders and the Borrowers. If the Agent or any Co-Collateral Agent shall resign as Agent or Co-Collateral Agent under this Agreement and the other Loan Documents, then written request of the Required Lenders Holders. Upon any such notice of resignation or removal, Required Holders shall have the right to appoint from among the Lenders a successor agent or co-collateral agent for the Lenders, which successor agent or co-collateral agent shall (unless an Event of Default shall have occurred and be continuing) be subject to approval by the Borrowers (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent or co-collateral agent shall succeed to the rights, powers and duties of the Agent and the resigning Co-Collateral Agent, and the term “Agent” and “Co-Collateral Agent” shall mean such successor agent or successor co-collateral agent effective upon such appointment and approval, and the former Agent’s or Co-Collateral Agent’s rights, powers and duties as Agent or Co-Collateral Agent, as applicable, shall be terminated, without any other or further act or deed on the part of such former Agent or Co-Collateral Agent or any of the parties to this Agreement or any holders of the Advances. If no successor agent or co-collateral agent has accepted appointment as Agent or Co-Collateral Agent, as applicable, shall have been so appointed by the date that is 30 Required Holders and shall have accepted such appointment within thirty (30) days following a after the retiring Agent’s or Co-Collateral Agent’s Agent gives notice of its resignation, then the retiring Agent’s or Co-Collateral Agent’s resignation shall nevertheless thereupon become effective, effective and the Lenders Required Holders shall assume and perform all of the duties of the Agent or Co-Collateral Agent hereunderAgent, as applicable, hereunder until such time, if any, as the Required Lenders Holders appoint a successor agent or successor co-collateral agent Agent as provided for above. In such case, the Required Holders shall appoint one Person to act as Agent for purposes of any communications with the Company, and until the Company shall have been notified in writing of such Person and such Person’s notice address as provided for in Section 18, the Company shall be entitled to give and receive communications to/from the resigning Agent. Upon the acceptance of any appointment as Agent hereunder by a successor Agent and the payment of the outstanding fees and expenses of the resigning or removed Agent, that successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Agent and the retiring or removed Agent shall promptly (i) transfer to such successor Agent all sums and other items of Collateral held under the Security Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Agent under the Note Purchase Documents, and (ii) execute and deliver to such successor Agent such amendments to financing statements, and take such other actions, as may be reasonably requested in connection with the assignment to such successor Agent of the security interests created under the Security Documents (the reasonable and documented out-of-pocket expenses of which shall be borne by the Company), whereupon such retiring or removed Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent’s resignation or Co-Collateral any Agent’s resignation removal hereunder as Agent or Co-Collateral Agent, the provisions of this Article VIII Section 7 and Section 15 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent or Co-Collateral Agent under this Agreement and the other Loan Documentshereunder.

Successor Agent. The Agent or any Co-Collateral An Agent may resign as Agent upon thirty (30) days prior written notice to the Lenders (unless such notice is waived by the Required Lenders) and Borrower (unless such notice is waived by Borrower or Co-a Default or Event of Default has occurred and is continuing). If an Agent resigns under this Agreement, the Required Lenders shall be entitled, with (so long as no Event of Default has occurred and is continuing) the consent of Borrower (such consent not to be unreasonably withheld, delayed, or conditioned), appoint a successor to such Agent for the Lenders. If no successor Agent is appointed prior to the effective date of the resignation of the applicable Agent, such Agent may (but shall not be required to) appoint, after consulting with the Lenders and Borrower, a successor Agent in such capacity. The Required Lenders may at any time elect, upon 10 Business Days prior written notice, to remove and replace Administrative Agent or Collateral Agent, with a successor Administrative Agent or Collateral Agent as selected by the Required Lenders and (so long as no Event of Default has occurred and is continuing) the consent of Borrower (such consent not to be unreasonably withheld, delayed, or conditioned). 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 “Administrative Agent” or “Collateral Agent”, as applicable, shall mean such successor Administrative Agent or Collateral Agent, as applicable, upon 30 days’ notice to the Lenders and the Borrowers. If the Agent or any Co-Collateral Agent shall resign as Agent or Co-Collateral Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent or co-collateral agent for the Lenders, which successor agent or co-collateral agent shall (unless an Event of Default shall have occurred and be continuing) be subject to approval by the Borrowers (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent or co-collateral agent shall succeed to the rights, powers and duties of the Agent and the resigning Co-Collateral Agent, and the term “Agent” and “Co-Collateral Agent” shall mean such successor agent or successor co-collateral agent effective upon such appointment and approval, and the former retiring Agent’s or Co-Collateral Agent’s rightsappointment, powers powers, and duties as Agent or Co-Collateral Agent, as applicable, shall be terminated, without terminated (other than any rights to indemnity payments or other amounts owed to the retiring or further act or deed on the part of such former removed Administrative Agent or Co-and Collateral Agent or any of the parties to this Agreement or any holders of the Advances. If no successor agent or co-collateral agent has accepted appointment as Agent or Co-Collateral Agent, as applicable, by the date that is 30 days following a retiring Agent’s or Co-Collateral Agent’s notice of resignation, the retiring Agent’s or Co-Collateral Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Agent or Co-Collateral Agent hereunder, as applicable, until while it was serving in such time, if any, as the Required Lenders appoint a successor agent or successor co-collateral agent as provided for abovecapacity). After any retiring Agent’s or Co-Collateral removed Agent’s resignation or removal hereunder as Agent or Co-Collateral such Agent, the provisions of this Article VIII Section 15 and Section 10.3 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent or Co-Collateral an Agent under this Agreement Agreement. If no successor Agent has accepted appointment as Administrative Agent or Collateral Agent, as applicable, by the date which is thirty (30) days following a retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and such Agent shall be discharged from its duties and obligations hereunder and under the other Loan DocumentsDocuments and the Lenders shall perform all of the duties of such Agent hereunder until such time, if any, as the Lenders appoint a successor Administrative Agent as provided for above.

Successor Agent. The Agent or any Co-Collateral Agent may resign as Agent or Co-Collateral Agent, as applicable, upon 30 at any time by giving not less than thirty (30) days’ prior written notice thereof to the Lenders and Borrower Representative. Upon any such resignation, the Borrowers. If the Agent or any Co-Collateral Agent shall resign as Agent or Co-Collateral Agent under this Agreement and the other Loan Documents, then the Required Requisite Lenders shall have the right to appoint from among the Lenders a successor agent or co-collateral agent for the Lenders, which successor agent or co-collateral agent shall (unless an Event of Default shall have occurred and be continuing) be subject to approval by the Borrowers (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent or co-collateral agent shall succeed to the rights, powers and duties of the Agent and the resigning Co-Collateral Agent, and the term “Agent” and “Co-Collateral Agent” shall mean such successor agent or successor co-collateral agent effective upon such appointment and approval, and the former Agent’s or Co-Collateral Agent’s rights, powers and duties as Agent or Co-Collateral Agent, as applicable, shall be terminated, without any other or further act or deed on the part of such former Agent or Co-Collateral Agent or any of the parties to this Agreement or any holders of the Advances. If no successor agent or co-collateral agent has accepted appointment as Agent or Co-Collateral Agent, as applicable, shall have been so appointed by the date that is 30 Requisite Lenders and shall have accepted such appointment within thirty (30) days following a retiring after the resigning Agent’s or Co-Collateral Agent’s giving notice of resignation, then the retiring resigning Agent may, on behalf of Lenders, appoint a successor Agent’s , which shall be a Lender, if a Lender is willing to accept such appointment, or Co-Collateral otherwise shall be a commercial bank, financial institution or trust company. If no successor Agent has been appointed pursuant to the foregoing, within thirty (30) days after the date such notice of resignation was given by the resigning Agent’s , such resignation shall nevertheless thereupon become effective, effective and (a) the Requisite Lenders shall assume and thereafter perform all of the duties of the Agent hereunder and (b) Agent shall deliver any possessory Collateral in its possession in accordance with any applicable Intercreditor Agreement (if any) or Co-Collateral Agent hereunderto such Person as a court of competent jurisdiction may otherwise direct, as applicablein each case, until such time, if any, as the Required Requisite Lenders appoint a successor agent or successor co-collateral agent Agent as provided for above. Any successor Agent appointed by Requisite Lenders hereunder shall be subject to the approval of Borrower Representative, such approval not to be unreasonably withheld or delayed; provided that such approval shall not be required if an Event of Default has occurred and is continuing. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning Agent. Upon the earlier of the acceptance of any appointment as Agent hereunder by a successor Agent or the effective date of the resigning Agent’s resignation, the resigning Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents, except that any indemnity rights or other rights in favor of such resigning Agent shall continue. After any retiring Agent’s or Co-Collateral resigning Agent’s resignation as Agent or Co-Collateral Agenthereunder, the provisions of this Article VIII Section 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent or Co-Collateral acting as Agent under this Agreement and the other Loan Documents.

Successor Agent. The Agent or any Co-Collateral Agent may resign as Agent or Co-Collateral Agent, as applicable, upon 30 thirty (30) days’ notice to the Lenders and the Borrowers. If the Agent or any Co-Collateral Parent, and Agent shall resign as upon the request of the Required Lenders; provided that a substitute Agent or Co-Collateral has been appointed in accordance with the terms of this Section 12.13. If Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among the Lenders a successor agent or co-collateral agent for the Lenders, Lenders which successor agent shall be subject to the approval of Administrative Borrower if no Default or co-collateral agent shall (unless an Event of Default shall have occurred and be continuing, provided, that, (a) be subject to approval by the Borrowers (which such approval shall not be unreasonably withheld withheld, conditioned or delayed), whereupon delayed and (b) unless Agent shall have received written notice from Administrative Borrower that Administrative Borrower does not approve such successor agent or co-collateral within three (3) Business Days after receipt by Administrative Borrower of the notice from Agent that it is resigning, Administrative Borrower shall be deemed to have given such approval. If no successor agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with Lenders and Parent, a successor agent from among Lenders. Upon the acceptance by the Lender so selected of its appointment as successor agent hereunder, such successor agent shall succeed to all of the rights, powers and duties of the retiring Agent and the resigning Co-Collateral Agent, and the term “Agent” as used herein and “Co-Collateral Agent” in the other Financing Agreements shall mean such successor agent or successor co-collateral agent effective upon such appointment and approval, and the former retiring Agent’s or Co-Collateral Agent’s rightsappointment, powers and duties as Agent or Co-Collateral Agent, as applicable, shall be terminated. After any retiring Agent’s resignation hereunder as Agent, without the provisions of this Section 12 shall inure to its benefit as to any other actions taken or further act or deed on the part of such former omitted by it while it was Agent or Co-Collateral Agent or any of the parties to under this Agreement or any holders of the AdvancesAgreement. If no successor agent or co-collateral agent has accepted appointment as Agent or Co-Collateral Agent, as applicable, by the date that which is 30 thirty (30) days following after the date of a retiring Agent’s or Co-Collateral Agent’s notice of resignation, the retiring Agent’s or Co-Collateral Agent’s resignation shall nevertheless nonetheless thereupon become effective, effective and the Lenders shall assume and perform all of the duties of the Agent or Co-Collateral Agent hereunder, as applicable, hereunder until such time, if any, as the Required Lenders appoint a successor agent or successor co-collateral agent as provided for above. After any retiring Agent’s or Co-Collateral Agent’s resignation as Agent or Co-Collateral Agent, the provisions of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent or Co-Collateral Agent under this Agreement and the other Loan Documents.

Successor Agent. The Agent or any Co-Collateral Agent may resign as Agent or Co-Collateral Agent, as applicable, upon 30 at any time by giving not less than thirty (30) days’ ' prior written notice thereof to the Lenders and Borrower Representative. Upon any such resignation, the BorrowersRequisite Lenders shall have the right to appoint a successor Agent. If the Agent or any Co-Collateral no successor Agent shall resign as Agent or Co-Collateral Agent under this Agreement have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the other Loan Documentsresigning Agent's giving notice of resignation, then the Required resigning Agent may, on behalf of Lenders, appoint a successor Agent, which shall be a Lender, if a Lender is willing to accept such appointment, or otherwise shall be a commercial bank or financial institution or a subsidiary of a commercial bank or financial institution if such commercial bank or financial institution is organized under the laws of the United States of America or of any State thereof and has a combined capital and surplus of at least $300,000,000. If no successor Agent has been appointed pursuant to the foregoing, by the 30th day after the date such notice of resignation was given by the resigning Agent, such resignation shall become effective and the Requisite Lenders shall thereafter perform all the duties of Agent hereunder until such time, if any, as the Requisite Lenders appoint from among the Lenders a successor agent Agent as provided above. Any successor Agent appointed by Requisite Lenders hereunder shall be subject to the approval of Borrower Representative, such approval not to be unreasonably withheld or co-collateral agent for the Lenders, which successor agent delayed; provided that such approval shall not be required if a Default or co-collateral agent shall (unless an Event of Default shall have occurred and be continuing) be subject to approval . Upon the acceptance of any appointment as Agent hereunder by the Borrowers (which approval shall not be unreasonably withheld or delayed)a successor Agent, whereupon such successor agent or co-collateral agent Agent shall succeed to and become vested with all the rights, powers powers, privileges and duties of the Agent and resigning Agent. Upon the resigning Co-Collateral Agent, and the term “Agent” and “Co-Collateral Agent” shall mean such successor agent or successor co-collateral agent effective upon such appointment and approval, and the former Agent’s or Co-Collateral Agent’s rights, powers and duties as Agent or Co-Collateral Agent, as applicable, shall be terminated, without any other or further act or deed on the part of such former Agent or Co-Collateral Agent or any earlier of the parties to this Agreement or acceptance of any holders of the Advances. If no successor agent or co-collateral agent has accepted appointment as Agent hereunder by a successor Agent or Co-Collateral the effective date of the resigning Agent, as applicable, by the date that is 30 days following a retiring Agent’s or Co-Collateral Agent’s notice of 's resignation, the retiring Agent’s or Co-Collateral Agent’s resignation resigning Agent shall nevertheless thereupon become effective, be discharged from its duties and obligations under this Agreement and the Lenders other Loan Documents, except that any indemnity rights or other rights in favor of such resigning Agent shall assume and perform all of the duties of the Agent or Co-Collateral Agent hereunder, as applicable, until such time, if any, as the Required Lenders appoint a successor agent or successor co-collateral agent as provided for abovecontinue. After any retiring resigning Agent’s or Co-Collateral Agent’s 's resignation as Agent or Co-Collateral Agenthereunder, the provisions of this Article VIII Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent or Co-Collateral Agent under this Agreement and the other Loan Documents. Agent may be removed at the written direction of the holders of two-thirds or more of the Commitments, provided that in so doing, such Lenders shall be deemed to have waived and released any and all claims they may have against Agent.

Successor Agent. The Agent or any Co-Collateral Agent may resign as Agent or Co-Collateral Agent, as applicable, upon 30 days’ at any time by giving written --------------- notice thereof to the Lenders and the BorrowersBorrower, 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. If The Agent may be removed at any time with or without cause by written notice received by the Agent from the Required Lenders, such removal to be effective on the date specified by the Required Lenders. Upon any such resignation or any Co-Collateral Agent shall resign as Agent or Co-Collateral Agent under this Agreement and the other Loan Documentsremoval, then the Required Lenders shall appoint from among have the Lenders a successor agent or co-collateral agent for right to appoint, on behalf of the Borrower and the Lenders, which a successor agent Agent with (so long as no Default or co-collateral agent shall (unless an Event of Unmatured Default shall have occurred and be continuing) be subject the consent of the Borrower (such consent not to approval by the Borrowers (which approval shall not be unreasonably withheld or delayedwithheld), whereupon such successor agent or co-collateral agent shall succeed to the rights, powers and duties of the Agent and the resigning Co-Collateral Agent, and the term “Agent” and “Co-Collateral Agent” shall mean such successor agent or successor co-collateral agent effective upon such appointment and approval, and the former Agent’s or Co-Collateral Agent’s rights, powers and duties as Agent or Co-Collateral Agent, as applicable, shall be terminated, without any other or further act or deed on the part of such former Agent or Co-Collateral Agent or any of the parties to this Agreement or any holders of the Advances. If no successor agent or co-collateral agent has accepted appointment as Agent or Co-Collateral Agent, as applicable, shall have been so appointed by the date that is 30 Required Lenders within thirty days following a retiring after the resigning Agent’s or Co-Collateral Agent’s 's giving notice of resignationits intention to resign, then the resigning Agent may appoint, on behalf of the Borrower and the Lenders, a successor Agent. Notwithstanding the previous sentence, the retiring Agent’s Agent may at any time without the consent of the Borrower or Co-Collateral Agent’s resignation shall nevertheless thereupon become effectiveany Lender, 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 Lenders shall assume and may perform all of the duties of the Agent or Co-Collateral 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 Lenders. No successor Agent hereunder, as applicable, shall be deemed to be appointed hereunder until such time, if any, 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 the Required Lenders appoint Agent hereunder by a successor agent Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning or successor co-collateral agent as provided for aboveremoved 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 any retiring Agent’s the effectiveness of the resignation or Co-Collateral Agent’s resignation as Agent or Co-Collateral removal of an Agent, the provisions of this Article VIII X shall inure to its continue in effect for the benefit as to of such Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Agent or Co-Collateral Agent hereunder and under this Agreement and the other Loan Documents.

Successor Agent. The Agent or any Co-Collateral Agent may resign as Agent or Co-Collateral Agent, as applicable, upon 30 days’ at any time by giving written notice thereof to the Lenders and the BorrowersParent Borrower, 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. If the Agent or Upon any Co-Collateral Agent shall resign as Agent or Co-Collateral Agent under this Agreement and the other Loan Documentssuch resignation, then the Required Lenders shall have the right to appoint from among a successor Agent on behalf of the Lenders and the Borrowers, with the Parent Borrower’s consent (provided such consent may not be unreasonably withheld or delayed and provided further no such consent shall be required if a successor agent or co-collateral agent for the Lenders, which successor agent or co-collateral agent shall (unless an Event of Default shall have occurred and be continuing) be subject to approval by the Borrowers (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent or co-collateral agent shall succeed to the rights, powers and duties of the Agent and the resigning Co-Collateral Agent, and the term “Agent” and “Co-Collateral Agent” shall mean such successor agent or successor co-collateral agent effective upon such appointment and approval, and the former Agent’s or Co-Collateral Agent’s rights, powers and duties as Agent or Co-Collateral Agent, as applicable, shall be terminated, without any other or further act or deed on the part of such former Agent or Co-Collateral Agent or any of the parties to this Agreement or any holders of the Advances. If no successor agent or co-collateral agent has accepted appointment as Agent or Co-Collateral Agent, as applicable, shall have been so appointed by the date that Required Lenders or consented to by the Parent Borrower (if such consent is 30 required) within thirty days following a retiring after the resigning Agent’s or Co-Collateral Agent’s giving notice of resignationits intention to resign, then the resigning Agent may appoint, on behalf of the Borrowers and the Lenders, a successor Agent. If the Agent has resigned and no successor Agent has been appointed, the retiring Agent’s or Co-Collateral Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and may perform all of the duties of the Agent or Co-Collateral hereunder and each Borrower shall make all payments in respect of its respective Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Agent hereunder, as applicable, shall be deemed to be appointed hereunder until such time, if any, 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 the Required Lenders appoint Agent hereunder by a successor agent Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning or successor co-collateral agent as provided for aboveremoved Agent. Upon the effectiveness of the resignation of the Agent, the resigning Agent shall be discharged from its duties and obligations hereunder and under the Credit Documents. After any retiring Agent’s or Co-Collateral Agent’s the effectiveness of the resignation as Agent or Co-Collateral of an Agent, the provisions of this Article VIII X shall inure to its continue in effect for the benefit as to of such Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Agent or Co-Collateral Agent hereunder and under this Agreement and the other Loan Credit Documents.

Successor Agent. The Agent or any Co-Collateral Agent may resign as at any time by giving 30 days' prior written notice thereof to the other Lenders and NCO Group on behalf of the Borrowers. The Agent or Co-Collateral may be removed by the Majority Lenders at any time for cause by such Majority Lenders giving 30 days' prior written notice thereof to the Agent, the other Lenders and NCO Group on behalf of the Borrowers. Upon any such resignation or removal, the Majority Lenders shall have the right to appoint a successor Agent with (so long as applicableno Default or Event of Default shall have occurred and then be continuing) the consent of NCO Group on behalf of the Borrowers whose consent shall not be unreasonably withheld or delayed. If no successor Agent shall have been so appointed and consented to, upon and shall have accepted such appointment, within 30 days’ days after such notice of resignation or removal, then another Lender shall have the right to become the successor Agent by giving written notice thereof to NCO Group and the Lenders and the Borrowers. If the if no Lender volunteers to become successor Agent or any Co-Collateral fails to give such notice within thirty five (35) days after the retiring Agent's notice of resignation or removal, then the retiring Agent may (but shall not be required to) appoint a successor Agent. Each successor Agent shall resign be a Lender if any Lender shall at the time be willing to become the successor Agent, and if no Lender shall then be so willing, then such successor Agent shall be an Eligible Institution. Upon the acceptance by a successor Agent of its appointment as Agent hereunder, such successor Agent shall thereupon succeed to and become vested with all the properties, rights, powers, privileges and duties of the former Agent in its capacity as such, without further act, deed or Co-Collateral conveyance. Upon the effective date of resignation or removal of a retiring Agent, such Agent shall be discharged from its duties under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent or co-collateral agent for the Lenders, which successor agent or co-collateral agent shall (unless an Event of Default shall have occurred and be continuing) be subject to approval by the Borrowers (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent or co-collateral agent shall succeed to the rights, powers and duties of the Agent and the resigning Co-Collateral Agent, and the term “Agent” and “Co-Collateral Agent” shall mean such successor agent or successor co-collateral agent effective upon such appointment and approval, and the former Agent’s or Co-Collateral Agent’s rights, powers and duties as Agent or Co-Collateral Agent, as applicable, shall be terminated, without any other or further act or deed on the part of such former Agent or Co-Collateral Agent or any of the parties to this Agreement or any holders of the Advances. If no successor agent or co-collateral agent has accepted appointment as Agent or Co-Collateral Agent, as applicable, by the date that is 30 days following a retiring Agent’s or Co-Collateral Agent’s notice of resignation, the retiring Agent’s or Co-Collateral Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Agent or Co-Collateral Agent hereunder, as applicable, until such time, if any, as the Required Lenders appoint a successor agent or successor co-collateral agent as provided for above. After any retiring Agent’s or Co-Collateral Agent’s resignation as Agent or Co-Collateral Agent, but the provisions of this Article VIII Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent or Co-Collateral Agent under this Agreement Agreement. If and so long as no successor Agent shall have been appointed, then any notice or other communication required or permitted to be given by the Agent shall be sufficiently given if given by the Majority Lenders, all notices or other Loan Documentscommunications required or permitted to be given to the Agent shall be given to each Lender, and all payments to be made to the Agent shall be made directly to the Borrowers or Lender for whose account such payment is made.

Successor Agent. The Any Agent or may, at any Co-Collateral Agent may time, resign as Agent or Co-Collateral Agent, as applicable, upon 30 days’ twenty (20) days written notice to the Lenders and the Borrower Parties, provided, however, that except (a) in the case of a merger by the Administrative Agent with another financial institution (even if the Administrative Agent is not the surviving entity), (b) in the event that such resignation is required for regulatory reasons as determined in good faith by the Administrative Agent, or (c) during the continuance of an Event of Default, any resignation by the Administrative Agent shall require the prior written consent of the Borrowers, which consent may be granted or withheld in the Borrowers’ sole discretion, and the appointment of any successor Administrative Agent shall require the prior written approval of the Borrowers (such approval not to be unreasonably withheld or delayed) and the Required Lenders. If no successor agent is appointed prior to the effective date of the resignation of the applicable Agent, then the retiring Agent or may appoint, after consulting with the Lenders and the Borrowers, a successor Agent from any Co-Collateral of the Lenders. Upon the acceptance of its appointment as successor agent hereunder, such successor agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and shall assume the duties and obligations of such retiring Agent, and the retiring Agent shall resign be discharged from its duties and obligations as Agent or Co-Collateral Agent under this Credit Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent or co-collateral agent for the Lenders, which successor agent or co-collateral agent shall (unless an Event of Default shall have occurred and be continuing) be subject to approval by the Borrowers (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent or co-collateral agent shall succeed to the rights, powers and duties of the Agent and the resigning Co-Collateral Agent, and the term “Agent” and “Co-Collateral Agent” shall mean such successor agent or successor co-collateral agent effective upon such appointment and approval, and the former Agent’s or Co-Collateral Agent’s rights, powers and duties as Agent or Co-Collateral Agent, as applicable, shall be terminated, without any other or further act or deed on the part of such former Agent or Co-Collateral Agent or any of the parties to this Agreement or any holders of the Advances. If no successor agent or co-collateral agent has accepted appointment as Agent or Co-Collateral Agent, as applicable, by the date that is 30 days following a retiring Agent’s or Co-Collateral Agent’s notice of resignation, the retiring Agent’s or Co-Collateral Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Agent or Co-Collateral Agent hereunder, as applicable, until such time, if any, as the Required Lenders appoint a successor agent or successor co-collateral agent as provided for above. After any retiring Agent’s or Co-Collateral Agent’s resignation hereunder as Agent or Co-Collateral Agent, the provisions of this Article VIII Section 11.9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent or Co-Collateral an Agent under this Agreement Credit Agreement. If no successor agent has accepted appointment as Agent by the date which is thirty (30) days following a retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and the other Loan Documentsapplicable Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the applicable Lenders appoint a successor agent as provided for above. Notwithstanding anything in this Section 11.9 to the contrary, any Agent may subcontract certain of its duties hereunder to a third party so long as the applicable Agent remains primarily liable for the performance of its applicable obligations hereunder.

Successor Agent. The Agent or any Co-Collateral (a) Agent may resign from the performance of all its functions and duties hereunder at any time by giving at least thirty (30) days prior written notice to Lenders and Borrower. Such resignation shall take effect on the date set forth in such notice or as otherwise provided below. Such resignation by Agent or Co-Collateral as agent shall not affect its obligations hereunder, if any, as a Lender. (b) Upon resignation by the Agent, as applicable, upon 30 days’ notice to the Lenders and the Borrowers. If the Agent or any Co-Collateral Agent shall resign as Agent or Co-Collateral Agent under this Agreement and the other Loan Documentssuccessor Agent, then the Required Lenders shall appoint from among the Lenders a successor agent or co-collateral agent for Agent with the Lendersconsent of Borrower, which shall not be unreasonably withheld, conditioned or delayed (provided that no consent of Borrower shall be required if the successor agent Agent is also a Lender or co-collateral agent shall (unless if an Event of Default then exists). If no successor Agent shall have occurred and be continuing) be subject to approval been so appointed by the Borrowers Required Lenders, and shall have accepted such appointment within thirty (30) days after the retiring Agent’s giving notice of resignation, then the retiring Agent may appoint a successor Agent with the consent of Borrower, which approval shall not be unreasonably withheld withheld, conditioned or delayeddelayed (provided that no consent of Borrower shall be required if the successor Agent is also a Lender or if an Event of Default then exists). Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, whereupon such successor agent or co-collateral agent Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the Agent and the resigning Co-Collateral Agent, and the term “Agent” and “Co-Collateral Agent” shall mean such successor agent or successor co-collateral agent effective upon such appointment and approval, and the former Agent’s or Co-Collateral Agent’s rights, powers and duties as retiring Agent or Co-Collateral Agent, as applicable, shall be terminated, without any discharged from its duties and obligations hereunder and under the other or further act or deed on the part of such former Agent or Co-Collateral Agent or any of the parties to this Agreement or any holders of the Advances. If no successor agent or co-collateral agent has accepted appointment as Agent or Co-Collateral Agent, as applicable, by the date that is 30 days following a retiring Agent’s or Co-Collateral Agent’s notice of resignation, the retiring Agent’s or Co-Collateral Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Agent or Co-Collateral Agent hereunder, as applicable, until such timeLoan Documents other than its liability, if any, as the Required Lenders appoint a successor agent or successor co-collateral agent as provided for aboveduties and obligations accrued prior to its retirement. After any retiring Agent’s or Co-Collateral Agent’s resignation 77 hereunder as Agent or Co-Collateral an Agent, the provisions of this Article VIII 25 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as an Agent or Co-Collateral Agent hereunder and under this Agreement and the other Loan Documents. EXECUTED as of the date first set forth above. BORROWER: TARANTULA VENTURES LLC, a Delaware limited liability company By: Tarantula Interests LLC, a Delaware limited liability company, its Managing Member By: Safari Ventures LLC, a Delaware limited liability company, its Managing Member By: DuPont Fabros Technology, Inc., a Maryland corporation, its Managing Member By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Executive Officer - Borrower’s Tax ID No.: ▇▇-▇▇▇▇▇▇▇ AGENT AND LENDER: KEYBANK NATIONAL ASSOCIATION, individually and as Agent By: /s/ ▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇ Title: Vice President 80 EXHIBIT A Legal Description of Land LOT 1 IN ENESCO IMPORTS CORP. SUBDIVISION, A RESUBDIVISION OF LOTS 1 AND 2 IN GREAT-WEST INDUSTRIAL SUBDIVISION, A RESUBDIVISION OF PART OF ▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇ SUBDIVISION IN THE SOUTHEAST 1/4 OF SECTION 34, TOWNSHIP 41 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN, ACCORDING TO THE PLAT THEREOF RECORDED FEBRUARY 13, 1986 AS DOCUMENT 86063318, IN ▇▇▇▇ COUNTY, ILLINOIS. Permanent Tax/Assessor Parcel Number: 08-34-402-058-0000 EXHIBIT B Permitted Exceptions Permitted encumbrances are such matters as are shown on Schedule B to the Pro-Forma Title Insurance Case No. 11131505 issued by Commonwealth Land Title Insurance Company to the Agent in connection with this Instrument and attached to that certain escrow instruction letter on or about hereof between Commonwealth Land Title Insurance Company and Agent. EXHIBIT C Form of Note NOTE $ , 2007 FOR VALUE RECEIVED, the undersigned, , a (“Maker”), hereby promises to pay to (“Payee”), or order, in accordance with the terms of that certain Construction Loan Agreement, dated as of , 2007, as from time to time in effect, among Maker, KeyBank National Association, for itself and as Agent, and such other Lenders as may be from time to time named therein (the “Loan Agreement”), to the extent not sooner paid, on or before the Maturity Date, the principal sum of ($ ), or such amount as may be advanced by the Payee under the Loan Agreement as a Loan with daily interest from the date thereof, computed as provided in the Loan Agreement, on the principal amount hereof from time to time unpaid, at a rate per annum on each portion of the principal amount which shall at all times be equal to the rate of interest applicable to such portion in accordance with the Loan Agreement, and with interest on overdue principal and, to the extent permitted by applicable law, on overdue installments of interest and late charges at the rates provided in the Loan Agreement. Interest shall be payable on the dates specified in the Loan Agreement, except that all accrued interest shall be paid at the stated or accelerated maturity hereof or upon the prepayment in full hereof. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Loan Agreement. Payments hereunder shall be made to the Agent for the Payee at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, or at such other address as Agent may designate from time to time. This Note is one of one or more Notes evidencing borrowings under and is entitled to the benefits and subject to the provisions of the Loan Agreement. Payment of this Note is secured by, inter alia, that certain Construction Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing bearing even date herewith from Maker to Payee, as Agent (the “Mortgage”) and the other collateral security described in the Loan Agreement. The principal of this Note may be due and payable in whole or in part prior to the Maturity Date and is subject to mandatory prepayment in the amounts and under the circumstances set forth in the Loan Agreement, and may be prepaid in whole or from time to time in part, all as set forth in the Loan Agreement. Notwithstanding anything in this Note to the contrary, all agreements between the undersigned Maker and the Lenders and the Agent, whether now existing or hereafter arising and whether written or oral, are hereby limited so that in no contingency, whether by reason of acceleration of the maturity of any of the Obligations or otherwise, shall the interest contracted for, charged or received by the Lenders exceed the maximum amount permissible under applicable law. If, from any circumstance whatsoever, interest would otherwise be payable to the Lenders in excess of the maximum lawful amount, the interest payable to the Lenders shall be reduced to the maximum amount permitted under applicable law; and if from any C-1 circumstance the Lenders shall ever receive anything of value deemed interest by applicable law in excess of the maximum lawful amount, an amount equal to any excessive interest shall be applied to the reduction of the principal balance of the Obligations of the undersigned Maker and to the payment of interest or, if such excessive interest exceeds the unpaid balance of principal of the Obligations of the undersigned Maker, such excess shall be refunded to the undersigned Maker. All interest paid or agreed to be paid to the Lenders shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full period until payment in full of the principal of the Obligations of the undersigned Maker (including the period of any renewal or extension thereof) so that the interest thereon for such full period shall not exceed the maximum amount permitted by applicable law. Maker agrees to pay an effective rate of interest that is the sum of the applicable rate provided in the Loan Agreement plus any additional rate of interest resulting from any charges of interest or in the nature of interest paid or to be paid in connections with the loan evidenced by this Note. This paragraph shall control all agreements between the undersigned Maker and the Lenders and the Agent. In case an Event of Default shall occur, the entire principal amount of this Note may become or be declared due and payable in the manner and with the effect provided in said Loan Agreement. This Note shall be governed by the laws of the State of Illinois. The undersigned Maker and all guarantors and endorsers hereby waive presentment, demand, notice, protest, notice of intention to accelerate the indebtedness evidenced hereby, notice of acceleration of the indebtedness evidenced hereby and all other demands and notices in connection with the delivery, acceptance, performance and enforcement of this Note, except as specifically otherwise provided in the Loan Agreement, and assent to extensions of time of payment or forbearance or other indulgence without notice.

Successor Agent. The Subject to the appointment and acceptance of a successor to the applicable Agent or any Co-Collateral as provided in this paragraph, each Agent may resign as Agent or Co-Collateral Agentat any time by notifying the Lenders, as applicable, upon 30 days’ notice to the Lenders Issuing Banks and the Borrowers. If the Agent or Upon any Co-Collateral Agent shall resign as Agent or Co-Collateral Agent under this Agreement and the other Loan Documentssuch resignation, then the Required Lenders shall have the right to appoint from among the Lenders a successor agent or co-collateral agent for Administrative Agent and the Lenders, which successor agent or co-collateral agent shall (unless an Event of Default Administrative Agent shall have occurred and be continuing) be the right to appoint a successor Collateral Agent, subject to approval by the Borrowers consent of the Parent (which approval consent shall not be unreasonably withheld or delayed), whereupon such ; provided that the Parent’s consent shall not be required if an Event of Default has occurred and is continuing. If no successor agent shall have been so appointed by the Required Lenders or co-collateral agent shall succeed to the rights, powers and duties of the Agent and the resigning Co-Collateral Agent, and the term “Agent” and “Co-Collateral Agent” shall mean such successor agent or successor co-collateral agent effective upon such appointment and approval, and the former Agent’s or Co-Collateral Agent’s rights, powers and duties as Agent or Co-Collateral Administrative Agent, as applicable, and 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 Lenders and the Issuing Banks, appoint (i) a successor Administrative Agent which shall be terminateda bank with an office in New York, without New York, or an Affiliate of any such bank, or (ii) or a successor Collateral Agent on terms to be agreed, in each case, subject to the consent of the Parent (which consent shall not be unreasonably withheld); provided that the Parent’s consent shall not be required if an Event of Default has occurred and is continuing. Notwithstanding the foregoing, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders and the Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents, provided that, solely for purposes of maintaining any security interest granted to the Administrative Agent under any Collateral 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 (it being understood and agreed that the retiring Administrative Agent shall have no duty or obligation to take any farther action under any Collateral Document, including any action required to maintain the perfection of any such security interest), and (b) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, provided that (i) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (ii) all notices and other communications required or further act contemplated to be given or deed on made to the part Administrative Agent shall also directly be given or made to each Lender. Upon the acceptance of such former Agent or Co-Collateral Agent or any of the parties to this Agreement or any holders of the Advances. If no successor agent or co-collateral agent has accepted its appointment as Agent or Co-Collateral Agenthereunder by a successor, as applicablesuch successor shall succeed to and become vested with all the rights, by the date that is 30 days following a retiring Agent’s or Co-Collateral Agent’s notice powers, privileges and duties of resignation, the retiring Agent’s or Co-Collateral , and the Agent shall be discharged from its duties and obligations hereunder (other than with respect to its obligations under Section 10.11). The fees payable by any Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After any Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Agent or Co-Collateral Agent hereunder, as applicable, until such time, if any, as the Required Lenders appoint a successor agent or successor co-collateral agent as provided for above. After any retiring Agent’s or Co-Collateral Agent’s resignation as Agent or Co-Collateral Agent, the provisions of this Article VIII IX and Section 10.02 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was Agent or Co-Collateral Agent under this Agreement and the other Loan Documentsacting as Agent.

Successor Agent. The Agent or any Co-Collateral (a) Any Agent may resign as Agent or Co-Collateral Agent, as applicable, upon 30 days’ at any time give notice of its resignation to the Lenders and the BorrowersBorrower. If the Agent or Upon receipt of any Co-Collateral Agent shall resign as Agent or Co-Collateral Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent or co-collateral agent for the Lenders, which successor agent or co-collateral agent shall (unless an Event of Default shall have occurred and be continuing) be subject to approval by the Borrowers (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent or co-collateral agent shall succeed to the rights, powers and duties of the Agent and the resigning Co-Collateral Agent, and the term “Agent” and “Co-Collateral Agent” shall mean such successor agent or successor co-collateral agent effective upon such appointment and approval, and the former Agent’s or Co-Collateral Agent’s rights, powers and duties as Agent or Co-Collateral Agent, as applicable, shall be terminated, without any other or further act or deed on the part of such former Agent or Co-Collateral Agent or any of the parties to this Agreement or any holders of the Advances. If no successor agent or co-collateral agent has accepted appointment as Agent or Co-Collateral Agent, as applicable, by the date that is 30 days following a retiring Agent’s or Co-Collateral Agent’s notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor Agent for the Lenders. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent’s Agent gives notice of its resignation (or Co-Collateral Agent’s such earlier date as may be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Agent (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 nevertheless thereupon become effectiveeffective in accordance with such notice on the Resignation Effective Date. (b) 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 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) 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 Collateral Agent on behalf of the Lenders shall assume and perform all under any of the duties of Loan Documents, the retiring or removed Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (ii) except 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 shall instead be made by or Co-Collateral Agent hereunder, as applicableto each Lender directly, until such time, if any, as the Required Lenders appoint a successor agent or successor co-collateral agent 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 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 any the retiring Agent’s or Co-Collateral removed Agent’s resignation as Agent or Co-Collateral Agentremoval hereunder and under the other Loan Documents, the provisions of this Article VIII X and Section 8.1 shall inure to continue in effect for the benefit of such retiring or removed Agent, its benefit as to sub-agents and their respective Agent-Related Persons in respect of any actions taken or omitted to be taken by it any of them while it the retiring or removed Agent was Agent or Co-Collateral Agent under this Agreement and the other Loan Documentsacting as Agent.

Successor Agent. The Agent or any Co-Collateral Agent may resign as Agent or Co-Collateral Agent, as applicable, upon 30 days’ at any time by giving written notice thereof to the Lenders and the BorrowersBorrower, such resignation to be effective upon the appointment of a successor Agent or, if no successor Agent has been appointed, fortyfive (45) days after the retiring Agent gives notice of its intention to resign. If The Agent may be removed at any time with or without cause by written notice received by the Agent from the Required Lenders, such removal to be effective on the date specified by the Required Lenders. Upon any such resignation or any Co-Collateral Agent shall resign as Agent or Co-Collateral Agent under this Agreement and the other Loan Documentsremoval, then the Required Lenders shall have the right to appoint from among with the Lenders a successor agent or co-collateral agent for the LendersBorrower’s written consent, which successor agent or co-collateral agent shall (unless an Event of Default shall have occurred and be continuing) be subject not to approval by the Borrowers (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent or co-collateral agent shall succeed to the rights, powers and duties on behalf of the Agent Borrower and the resigning Co-Collateral Lenders, a successor Agent, and the term “Agent” and “Co-Collateral Agent” shall mean such successor agent or successor co-collateral agent effective upon such appointment and approval, and the former Agent’s or Co-Collateral Agent’s rights, powers and duties as Agent or Co-Collateral Agent, as applicable, shall be terminated, without any other or further act or deed on the part of such former Agent or Co-Collateral Agent or any of the parties to this Agreement or any holders of the Advances. If no successor agent or co-collateral agent has accepted appointment as Agent or Co-Collateral Agent, as applicable, shall have been so appointed by the date that is 30 Required Lenders within thirty (30) days following a retiring after the resigning Agent’s or Co-Collateral Agent’s giving notice of resignationits intention to resign, then the resigning Agent may appoint with the Borrower’s written consent, not to be unreasonably withheld or delayed, on behalf of the Borrower and the Lenders, a successor Agent. Notwithstanding the previous sentence, the retiring Agent’s Agent may at any time without the consent of any Lender and with the consent of the Borrower, not to be unreasonably withheld or Co-Collateral Agent’s resignation shall nevertheless thereupon become effectivedelayed, 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 Lenders shall assume and may perform all of the duties of the Agent or Co-Collateral 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 Lenders. No successor Agent hereunder, as applicable, shall be deemed to be appointed hereunder until such time, if any, successor Agent has accepted the appointment. Any such successor Agent shall be a commercial bank or financial institution reasonably experienced in serving as administrative agent on syndicated bank facilities having capital and retained earnings of at least $100,000,000. Upon the Required Lenders appoint acceptance of any appointment as Agent hereunder by a successor agent Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning or successor co-collateral agent as provided for aboveremoved 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 any retiring Agent’s the effectiveness of the resignation or Co-Collateral Agent’s resignation as Agent or Co-Collateral removal of an Agent, the provisions of this Article VIII X shall inure to its continue in effect for the benefit as to 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 or Co-Collateral related to its duties as Agent under that are carried out following its retirement or removal. In the event that there is a successor to the Agent by merger, 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. Any resignation by or removal of ▇▇▇▇▇ Fargo as Agent pursuant to this Section shall also constitute its resignation or removal as a L/C Issuer and Swing Line Lender. Upon the acceptance of a successor’s appointment as Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges, obligations and duties of the retiring L/C Issuer and Swing Line Lender, (ii) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (iii) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.

Successor Agent. The Agent or any Co-Collateral Agent may resign as Agent or Co-Collateral Agent, as applicable, upon 30 days’ at any time by giving written notice thereof to the Lenders and the BorrowersBorrower, 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. If The Agent may be removed at any time with or without cause by written notice received by the Agent from the Required Lenders, such removal to be effective on the date specified by the Required Lenders. Upon any such resignation or any Co-Collateral Agent shall resign as Agent or Co-Collateral Agent under this Agreement and the other Loan Documentsremoval, then the Required Lenders shall appoint from among have the Lenders a successor agent or co-collateral agent for right to appoint, on behalf of the Borrower and the Lenders, a successor Agent, with the consent of the Borrower, which successor agent or co-collateral agent shall (unless an Event of Default shall have occurred and be continuing) be subject to approval by the Borrowers (which approval consent shall not be unreasonably withheld or delayed), whereupon such successor agent or co-collateral agent delayed and shall succeed to the rights, powers not be required if any Default has occurred and duties of the Agent and the resigning Co-Collateral Agent, and the term “Agent” and “Co-Collateral Agent” shall mean such successor agent or successor co-collateral agent effective upon such appointment and approval, and the former Agent’s or Co-Collateral Agent’s rights, powers and duties as Agent or Co-Collateral Agent, as applicable, shall be terminated, without any other or further act or deed on the part of such former Agent or Co-Collateral Agent or any of the parties to this Agreement or any holders of the Advancesis continuing. If no successor agent or co-collateral agent has accepted appointment as Agent or Co-Collateral Agent, as applicable, shall have been so appointed by the date that is 30 Required Lenders within thirty days following a retiring after the resigning Agent’s or Co-Collateral Agent’s 's giving notice of resignationits intention to resign, then the resigning Agent may appoint, on behalf of the Borrower and the Lenders, a successor Agent. Notwithstanding the previous sentence, the retiring Agent’s Agent may at any time without the consent of the Borrower or Co-Collateral Agent’s resignation shall nevertheless thereupon become effectiveany Lender, 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 Lenders shall assume and may perform all of the duties of the Agent or Co-Collateral 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 Lenders. No successor Agent hereunder, as applicable, shall be deemed to be appointed hereunder until such time, if any, 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 the Required Lenders appoint Agent hereunder by a successor agent Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning or successor co-collateral agent as provided for aboveremoved 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 any retiring Agent’s the effectiveness of the resignation or Co-Collateral Agent’s resignation as Agent or Co-Collateral removal of an Agent, the provisions of this Article VIII X shall inure to its continue in effect for the benefit as to of such Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Agent or Co-Collateral Agent hereunder and under this Agreement and the other Loan Documents. In the event that there is a successor to the Agent by merger, 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 Agent. The Agent or any Co-Collateral Agent may resign as Agent or Co-Collateral Agent, as applicable, upon 30 days’ at any time by giving written notice thereof to the Lenders and the BorrowersBorrower, such resignation to be effective upon the appointment of a successor Agent or, if no successor Agent has been appointed, 45 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 Lenders, such removal to be effective on the date specified by the Required Lenders. Upon any such resignation or -43- removal, the Required Lenders shall have the right to appoint, on behalf of the Borrower and the Lenders, a successor Agent. If no successor Agent shall have been so appointed by the Required Lenders within thirty (30) days after the resigning Agent's giving notice of its intention to resign, then the resigning Agent may appoint, on behalf of the Borrower and the Lenders, a successor Agent. Notwithstanding the previous sentence, the 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 Agent hereunder. If the Agent has resigned or any Co-Collateral been removed and no successor Agent shall resign as Agent or Co-Collateral Agent under this Agreement and the other Loan Documentshas been appointed, then the Required Lenders shall appoint from among the Lenders a successor agent or co-collateral agent for the Lenders, which successor agent or co-collateral agent shall (unless an Event of Default shall have occurred and be continuing) be subject to approval by the Borrowers (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent or co-collateral agent shall succeed to the rights, powers and duties of the Agent and the resigning Co-Collateral Agent, and the term “Agent” and “Co-Collateral Agent” shall mean such successor agent or successor co-collateral agent effective upon such appointment and approval, and the former Agent’s or Co-Collateral Agent’s rights, powers and duties as Agent or Co-Collateral Agent, as applicable, shall be terminated, without any other or further act or deed on the part of such former Agent or Co-Collateral Agent or any of the parties to this Agreement or any holders of the Advances. If no successor agent or co-collateral agent has accepted appointment as Agent or Co-Collateral Agent, as applicable, by the date that is 30 days following a retiring Agent’s or Co-Collateral Agent’s notice of resignation, the retiring Agent’s or Co-Collateral Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and may perform all of the duties of the Agent or Co-Collateral 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 Lenders; PROVIDED, such Lenders so performing such duties shall be deemed to be an Agent hereunder with full benefit of all provisions indemnifying the Agent hereunder, as applicable, . No successor Agent shall be deemed to be appointed hereunder until such time, if any, 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 the Required Lenders appoint Agent hereunder by a successor agent Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning or successor co-collateral agent as provided for aboveremoved 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 any retiring Agent’s the effectiveness of the resignation or Co-Collateral Agent’s resignation as Agent or Co-Collateral removal of an Agent, the provisions of this Article VIII ARTICLE X shall inure to its continue in effect for the benefit as to of such Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Agent or Co-Collateral Agent hereunder and under this Agreement and the other Loan Documents. In the event that there is a successor to the Agent by merger, 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 Agent. The (a) Subject to the appointment and acceptance of a successor Agent or any Co-Collateral Agent as provided in this Section 9.5, the AgentAgents may resign as Agent or Co-Collateral Agent, as applicable, upon 30 at any time by giving thirty (30) days’ prior written notice thereof to the Lenders Requisite HoldersDesignated ▇▇▇▇▇▇, and the BorrowersIssuer. If AgentAgents may be removed as AgentAgents at the Agent request of the Requisite HoldersDesignated Holder. Upon any such notice of resignation or any Co-Collateral Agent removal, Requisite HoldersDesignated Holder shall resign as Agent or Co-Collateral Agent under this Agreement and have the other Loan Documents, then right (in consultation with the Required Lenders shall appoint from among the Lenders a successor agent or co-collateral agent for the Lenders, which successor agent or co-collateral agent shall (Issuer unless an Event of Default shall have occurred and be is continuing) be subject to approval by the Borrowers (which approval shall not be unreasonably withheld or delayed), whereupon such to appoint a successor agent or co-collateral agent shall succeed to the rights, powers and duties of the Agent and the resigning Co-Collateral Agent, and the term “Agent” and “Co-Collateral Agent” shall mean such successor agent or successor co-collateral agent effective upon such appointment and approval, and the former Agent’s or Co-Collateral Agent’s rights, powers and duties as Agent or Co-Collateral Agent, as applicable, shall be terminated, without any other or further act or deed on the part of such former Agent or Co-Collateral Agent or any of the parties to this Agreement or any holders of the Advances. If no successor agent or co-collateral agent has accepted appointment as Agent or Co-Collateral Agent, as applicable, shall have been so appointed by the date that is 30 Requisite HoldersDesignated Holder and shall have accepted such appointment within thirty (30) days following a after the retiring Agent’s or Co-Collateral Agent’s Agent gives notice of its resignation, then the retiring Agent’s or Co-Collateral Agent’s resignation shall nevertheless thereupon become effective, effective and the Lenders Requisite HoldersDesignated Holder shall assume and perform all of the duties of the Agent or Co-Collateral Agent hereundersuch Agent, as applicable, hereunder until such time, if any, as the Required Lenders Requisite HoldersDesignated Holder appoint a successor agent or successor co-collateral agent Agent as provided for above. In such case, the Requisite HoldersDesignated Holder shall appoint one Person to act as an Agent for purposes of any communications with the Issuer, and until the Issuer shall have been notified in writing of such Person and such Person’s notice address as provided for in Section 10.1, the Issuer shall be entitled to give and receive communications to/from the resigning Agent. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent and the payment of the outstanding fees and expenses of the resigning or removed Agent, that successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Agent and the retiring or removed Agent shall promptly (i) transfer to such successor Agent all sums and other items of Collateral held under the Security Instruments, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Agent under the Note Documents, and (ii) execute and deliver to such successor Agent such amendments to financing statements, and take such other actions, as may be reasonably requested in connection with the assignment to such successor Agent of the security interests created under the Security Instruments (the reasonable out-of-pocket expenses of which shall be borne by the Issuer), whereupon such retiring or removed Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent’s resignation or Co-Collateral any Agent’s resignation removal hereunder as Agent or Co-Collateral Agent, the provisions of this Article VIII Section 9.5 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent or Co-Collateral Agent under this Agreement and the other Loan Documentshereunder.

Successor Agent. The Agent or any Co-Collateral Agent may resign as Agent or Co-Collateral Agent, as applicable, upon 30 days’ at any time by giving written notice thereof to the Lenders and the BorrowersBorrower, such resignation to be effective upon the appointment of a successor Agent or, if no successor Agent has been appointed, 45 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 Lenders, such removal to be effective on the date specified by the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint, on behalf of the Borrower and the Lenders, a successor Agent. If no successor Agent shall have been so appointed by the Required Lenders within thirty (30) days after the resigning Agent's giving notice of its intention to resign, then the resigning Agent may appoint, on behalf of the Borrower and the Lenders, a successor Agent. Notwithstanding the previous sentence, the 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 Agent hereunder. If the Agent has resigned or any Co-Collateral been removed and no successor Agent shall resign as Agent or Co-Collateral Agent under this Agreement and the other Loan Documentshas been appointed, then the Required Lenders shall appoint from among the Lenders a successor agent or co-collateral agent for the Lenders, which successor agent or co-collateral agent shall (unless an Event of Default shall have occurred and be continuing) be subject to approval by the Borrowers (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent or co-collateral agent shall succeed to the rights, powers and duties of the Agent and the resigning Co-Collateral Agent, and the term “Agent” and “Co-Collateral Agent” shall mean such successor agent or successor co-collateral agent effective upon such appointment and approval, and the former Agent’s or Co-Collateral Agent’s rights, powers and duties as Agent or Co-Collateral Agent, as applicable, shall be terminated, without any other or further act or deed on the part of such former Agent or Co-Collateral Agent or any of the parties to this Agreement or any holders of the Advances. If no successor agent or co-collateral agent has accepted appointment as Agent or Co-Collateral Agent, as applicable, by the date that is 30 days following a retiring Agent’s or Co-Collateral Agent’s notice of resignation, the retiring Agent’s or Co-Collateral Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and may perform all of the duties of the Agent or Co-Collateral 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 Lenders; PROVIDED, such Lenders so performing such duties shall be deemed to be an Agent hereunder with full benefit of all provisions indemnifying the Agent hereunder, as applicable, . No successor Agent shall be deemed to be appointed hereunder until such time, if any, 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 the Required Lenders appoint Agent hereunder by a successor agent Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning or successor co-collateral agent as provided for aboveremoved 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 any retiring Agent’s the effectiveness of the resignation or Co-Collateral Agent’s resignation as Agent or Co-Collateral removal of an Agent, the provisions of this Article VIII ARTICLE X shall inure to its continue in effect for the benefit as to of such Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Agent or Co-Collateral Agent hereunder and under this Agreement and the other Loan Documents. In the event that there is a successor to the -44- Agent by merger, 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 Agent. The Agent or any Co-Collateral (a) Any Agent may resign as Agent or Co-Collateral Agent, as applicable, upon at any time give at least 30 days’ days prior written notice of its resignation to the Lenders and the BorrowersBorrower. If the Agent or Upon receipt of any Co-Collateral Agent shall resign as Agent or Co-Collateral Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent or co-collateral agent for the Lenders, which successor agent or co-collateral agent shall (unless an Event of Default shall have occurred and be continuing) be subject to approval by the Borrowers (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent or co-collateral agent shall succeed to the rights, powers and duties of the Agent and the resigning Co-Collateral Agent, and the term “Agent” and “Co-Collateral Agent” shall mean such successor agent or successor co-collateral agent effective upon such appointment and approval, and the former Agent’s or Co-Collateral Agent’s rights, powers and duties as Agent or Co-Collateral Agent, as applicable, shall be terminated, without any other or further act or deed on the part of such former Agent or Co-Collateral Agent or any of the parties to this Agreement or any holders of the Advances. If no successor agent or co-collateral agent has accepted appointment as Agent or Co-Collateral Agent, as applicable, by the date that is 30 days following a retiring Agent’s or Co-Collateral Agent’s notice of resignation, the Required Lenders shall have the right to appoint a successor Agent. If no such successor Agent 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’s . Whether or Co-Collateral Agent’s not a successor Agent has been appointed, such resignation shall nevertheless thereupon become effectiveeffective in accordance with such notice on the Resignation Effective Date. In addition, any Agent may be removed by the Required Lenders (for cause or no cause) upon 10 days prior written notice (or such earlier day as shall be agreed by the Required Lenders) (the "Removal Effective Date" and together with the Resignation Effective Date, the "Replacement Effective Date") delivered to the Borrower and the Agents, and upon delivery of any such notice of removal, the Required Lenders shall have the right to appoint a successor Agent; provided, that whether or not a successor Agent has been appointed, such removal shall become effective in accordance with such notice on the Removal Effective Date. (b) With effect from the Replacement Effective Date, (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 held by such Agent on behalf of the Lenders shall assume and perform all under any of the duties of 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) all payments, communications and determinations provided to be made by, to or Co-Collateral through such retiring or removed Agent hereunder, as applicableshall instead be made by or to each Lender directly, until such time, if any, as the Required Lenders appoint a successor agent or successor co-collateral agent Agent shall have been appointed as provided for above. After any Upon the acceptance of a successor's Agent'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 Agent’s , and the retiring or Co-Collateral removed Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents. After the retiring or removed Agent’s 's resignation as Agent or Co-Collateral Agentremoval hereunder and under the other Loan Documents, the provisions of this Article VIII Article, Section 12.04 and Section 12.15 shall inure to its continue in effect for the benefit as to of such retiring or removed Agent in respect of any actions taken or omitted to be taken by it while it the retiring or removed Agent was Agent or Co-Collateral Agent under this Agreement and the other Loan Documentsacting as Agent.

Successor Agent. The Agent or any Co-Collateral Agent may resign as Agent upon thirty (30) days (ten (10) days if an Event of Default has occurred and is continuing) prior written notice to the Lenders (unless such notice is waived by the Required Lenders) and Borrowers (unless such notice is waived by Borrowers) and without any notice to the Bank Product Providers. If Agent resigns under this Agreement, the Required Lenders shall be entitled, with (so long as no Event of Default has occurred and is continuing) the consent of Borrowers (such consent not to be unreasonably withheld, delayed, or Co-Collateral conditioned), appoint a successor Agent for the Lenders (and the Bank Product Providers). If, at the time that Agent’s resignation is effective, it is acting as Issuing Bank or the Swing Lender, such resignation shall also operate to effectuate its resignation as Issuing Bank or the Swing Lender, as applicable, upon 30 days’ notice and it shall automatically be relieved of any further obligation to issue Letters of Credit, or to make Swing Loans. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders and the Borrowers. If the Agent or any Co-Collateral Agent shall resign as Agent or Co-Collateral Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent or co-collateral agent for Agent. In any such event, upon the Lendersacceptance of its appointment as successor Agent hereunder, which successor agent or co-collateral agent shall (unless an Event of Default shall have occurred and be continuing) be subject to approval by the Borrowers (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent or co-collateral agent Agent shall succeed to all the rights, powers powers, and duties of the retiring Agent and the resigning Co-Collateral Agent, and the term “Agent” and “Co-Collateral Agent” shall mean such successor agent or successor co-collateral agent effective upon such appointment and approval, Agent and the former retiring Agent’s or Co-Collateral Agent’s rightsappointment, powers powers, and duties as Agent or Co-Collateral Agent, as applicable, shall be terminated, without any other or further act or deed on the part of such former Agent or Co-Collateral Agent or any of the parties to this Agreement or any holders of the Advances. If no successor agent or co-collateral agent has accepted appointment as Agent or Co-Collateral Agent, as applicable, by the date that is 30 days following a retiring Agent’s or Co-Collateral Agent’s notice of resignation, the retiring Agent’s or Co-Collateral Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Agent or Co-Collateral Agent hereunder, as applicable, until such time, if any, as the Required Lenders appoint a successor agent or successor co-collateral agent as provided for above. After any retiring Agent’s or Co-Collateral Agent’s resignation hereunder as Agent or Co-Collateral Agent, the provisions of this Article VIII Section 15 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent or Co-Collateral Agent under this Agreement Agreement. If no successor Agent has accepted appointment as Agent by the date which is thirty (30) days following a retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and the other Loan DocumentsLenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

Successor Agent. The Agent or any Co-Collateral (a) Any Agent may resign as Agent or Co-Collateral Agent, as applicable, upon 30 days’ at any time give notice of its resignation to the Lenders and the BorrowersBorrower. If At any time, the Agent may be removed by the Required Lenders or any Co-Collateral Agent shall resign as Agent or Co-Collateral Agent under this Agreement the Borrower, upon thirty (30) days’ prior written notice to such Agent, the Lenders and the other Loan DocumentsBorrower. Upon receipt of any such notice of resignation or removal, then the Required Lenders shall have the right, in consultation with the Borrower, to appoint from among the Lenders a successor agent or co-collateral agent Agent for the Lenders. In connection with a resignation, which if no such successor agent or co-collateral agent shall (unless an Event of Default shall have occurred and be continuing) be subject to approval been so appointed by the Borrowers Required L▇▇▇▇▇▇ and shall have accepted such appointment within thirty (which approval 30) days after the retiring Agent gives notice of its resignation (or such earlier date as may be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Agent may (but shall not be unreasonably withheld or delayedobligated to), whereupon 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 Agent be a Defaulting L▇▇▇▇▇. Whether or co-collateral agent not a successor has been appointed, such resignation shall succeed become effective in accordance with such notice on the Resignation Effective Date. Upon the occurrence of a Removal Event, an Agent may be removed upon five (5) Business Days’ prior written notice by the Required Lenders or the Borrower, delivered to such Agent, the Lenders and the Borrower; provided, however, that, such removal shall not be effective until a successor Agent acceptable to the rightsRequired Lenders has been selected; provided, powers and duties further, that if no such successor Agent has been appointed within thirty (30) days of such removal, the Required Lenders or the Borrower may petition any court of competent jurisdiction for the appointment of a successor Agent. (b) 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 and, in consultation with the resigning Co-Collateral AgentBorrower, and the term “Agent” and “Co-Collateral Agent” shall mean appoint a successor. If no such successor agent or successor co-collateral agent effective upon shall have been so appointed by the Required Lenders and shall have accepted such appointment and approvalwithin thirty (30) days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), and then such removal shall nonetheless become effective in accordance with such notice on the former Agent’s Removal Effective Date. (c) With effect from the Resignation Effective Date or Co-Collateral Agent’s rights, powers and duties as Agent or Co-Collateral Agent, the Removal Effective Date (as applicable, ) (i) the retiring or removed Agent shall be terminated, without discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any other or further act or deed on collateral security held by the part of such former Agent or Co-Collateral Agent or on behalf of the Lenders under any of the parties to this Agreement or any holders of the Advances. If no successor agent or co-collateral agent has accepted appointment as Agent or Co-Collateral Agent, as applicable, by the date that is 30 days following a retiring Agent’s or Co-Collateral Agent’s notice of resignationLoan Documents, the retiring or removed Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (ii) except for any indemnity payments owed to the retiring or removed Agent’s , all payments, communications and determinations provided to be made by, to or Co-Collateral Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of through the Agent shall instead be made by or Co-Collateral Agent hereunder, as applicableto each Lender directly, until such time, if any, as the Required Lenders appoint a successor agent or successor co-collateral agent Agent as provided for above. Upon the acceptance of a successor’s appointment as an 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 any the retiring Agent’s or Co-Collateral removed Agent’s resignation as Agent or Co-Collateral Agentremoval hereunder and under the other Loan Documents, the provisions of this Article VIII X and Section 8.1 shall inure to continue in effect for the benefit of such retiring or removed Agent, its benefit as to sub-agents and their respective Agent-Related Persons in respect of any actions taken or omitted to be taken by it any of them while it the retiring or removed Agent was Agent or Co-Collateral Agent under this Agreement and the other Loan Documentsacting as Agent.

Successor Agent. The Agent or any Co-Collateral (a) Each Agent may resign as Agent or Co-Collateral Agent, as applicable, upon at any time by giving 30 days’ prior written notice thereof to the Lenders and the BorrowersBorrower, whether or not a successor Agent has been appointed. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Required ▇▇▇▇▇▇▇, and shall have accepted such appointment, within 30 days after the retiring Agent’s giving of notice of resignation, then the retiring Agent or any Co-may, on behalf of the Lenders, appoint a successor Agent, which (i) in the case of the Administrative Agent and the Collateral Agent shall resign be a bank with an office in New York, New York or an Affiliate of any such bank and (ii) in the case of the Calculation Agent shall be an independent engineering firm of internationally recognized standing with substantial experience in evaluating and analyzing oil and gas reserve reports. In either case, such appointment shall be subject to the prior written approval of the Loan Parties (which approval may not be unreasonably withheld and shall not be required while an Event of Default has occurred and is continuing). Upon the acceptance of any appointment as Agent or Co-Collateral by a successor Agent, such successor Agent shall succeed to, and become vested with, all the rights, powers, privileges and duties of the retiring Agent. Upon the acceptance of appointment as Agent by a successor Agent, the retiring Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents. Prior to any retiring Agent’s resignation hereunder as Agent, then the retiring Agent shall take such action as may be reasonably necessary to assign to the successor Agent its rights as Agent under the Loan Documents. (b) Notwithstanding paragraph (a)‎ of this Section, in the event no successor Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its intent to resign, the retiring Agent may give notice of the effectiveness of its resignation to the Lenders and the Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (i) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents; and (ii) the Required Lenders shall appoint from among the Lenders a successor agent or co-collateral agent for the Lenders, which successor agent or co-collateral agent shall (unless an Event of Default shall have occurred and be continuing) be subject to approval by the Borrowers (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent or co-collateral agent shall succeed to and become vested with all the rights, powers powers, privileges and duties of the retiring Agent; provided that (A) all payments required to be made hereunder or under any other Loan Document to the Agent and for the resigning Co-Collateral Agent, and account of any Person other than the term “Agent” and “Co-Collateral Agent” shall mean such successor agent or successor co-collateral agent effective upon such appointment and approval, and the former Agent’s or Co-Collateral Agent’s rights, powers and duties as Agent or Co-Collateral Agent, as applicable, shall be terminated, without any made directly to such Person and (B) all notices and other communications required or further act contemplated to be given or deed on made to the part of such former Agent shall directly be given or Co-Collateral Agent or any made to each Lender. Following the effectiveness of the parties to this Agreement or any holders of the Advances. If no successor agent or co-collateral agent has accepted appointment as Agent or Co-Collateral Agent, as applicable, by the date that is 30 days following a retiring Agent’s or Co-Collateral Agent’s notice of resignation, the retiring Agent’s or Co-Collateral Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Agent or Co-Collateral Agent hereunder, from its capacity as applicable, until such time, if any, as the Required Lenders appoint a successor agent or successor co-collateral agent as provided for above. After any retiring Agent’s or Co-Collateral Agent’s resignation as Agent or Co-Collateral Agentsuch, the provisions of this Article VIII and ‎Section 10.03, as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan Document, shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Agent was Agent or Co-Collateral Agent under this Agreement and the other Loan Documentsacting as Agent.

Successor Agent. The Agent or any Co-Collateral Agent may resign as Agent upon thirty (30) days prior written notice to the Lenders (unless such notice is waived by the Required Lenders) and Administrative Borrower (unless such notice is waived by Borrowers) and without any notice to the Bank Product Providers. If Agent resigns under this Agreement, the Required Lenders shall be entitled, with (so long as no Event of Default has occurred and is continuing) the consent of Administrative Borrower (such consent not to be unreasonably withheld, delayed, or Co-Collateral conditioned), appoint a successor Agent for the Lenders (and the Bank Product Providers). If, at the time that Agent's resignation is effective, it is acting as the Issuing Lender or Swing Lender, such resignation shall also operate to effectuate its resignation as the Issuing Lender or Swing Lender, as applicable, upon 30 days’ notice and it shall automatically be relieved of any further obligation to issue Letters of Credit, to cause the Underlying Issuer to issue Letters of Credit, or to make Swing Loans. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders and the BorrowersAdministrative Borrower, a successor Agent from among Lenders (unless no Lender is willing to accept such appointment, then otherwise as Agent determines). If the Agent has materially breached or failed to perform any Co-Collateral Agent shall resign as Agent or Co-Collateral Agent under material provision of this Agreement and the other Loan Documentsor of applicable law, then the Required Lenders shall appoint may agree in writing to remove and replace Agent with a successor Agent from among the Lenders a successor agent or co-collateral agent for the Lenders, which successor agent or co-collateral agent shall with (unless an so long as no Event of Default shall have has occurred and be is continuing) be subject to approval by the consent of Borrowers (which approval shall such consent not to be unreasonably withheld withheld, delayed, or delayedconditioned). In any such event, whereupon upon the acceptance of its appointment as successor Agent hereunder, such successor agent or co-collateral agent Agent shall succeed to all the rights, powers powers, and duties of the retiring Agent and the resigning Co-Collateral term "Agent, and the term “Agent” and “Co-Collateral Agent” " shall mean such successor agent or successor co-collateral agent effective upon such appointment and approval, Agent and the former retiring Agent’s or Co-Collateral Agent’s rights's appointment, powers powers, and duties as Agent or Co-Collateral Agent, as applicable, shall be terminated, without any other or further act or deed on the part of such former Agent or Co-Collateral Agent or any of the parties to this Agreement or any holders of the Advances. If no successor agent or co-collateral agent has accepted appointment as Agent or Co-Collateral Agent, as applicable, by the date that is 30 days following a retiring Agent’s or Co-Collateral Agent’s notice of resignation, the retiring Agent’s or Co-Collateral Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Agent or Co-Collateral Agent hereunder, as applicable, until such time, if any, as the Required Lenders appoint a successor agent or successor co-collateral agent as provided for above. After any retiring Agent’s or Co-Collateral Agent’s 's resignation hereunder as Agent or Co-Collateral Agent, the provisions of this Article VIII Section 15 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent or Co-Collateral Agent under this Agreement Agreement. If no successor Agent has accepted appointment as Agent by the date which is thirty (30) days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the other Loan DocumentsLenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

Successor Agent. The Agent or any Co-Collateral Agent may resign as Agent or Co-Collateral Agent, as applicable, upon 30 days’ give written notice of resignation at any time to the Lenders and Borrower and may be removed by Majority Lenders: (i) at any time with cause, or (ii) at any time when Agent's Pro Rata Share of the BorrowersCommitment as a Lender equals zero. Upon any such resignation or removal, the Majority Lenders shall have the right to appoint a successor Agent. If the Agent or any Co-Collateral no successor Agent shall resign as Agent have been so appointed by the Majority Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation or Co-Collateral Agent under this Agreement and the other Loan DocumentsMajority Lenders' removal of the retiring Agent, then the Required Lenders shall retiring Agent may, on behalf of Lenders, appoint from among the Lenders a successor agent or co-collateral agent for the LendersAgent, which shall be a bank organized under the laws of the United States or of any state thereof, or any affiliate of such bank, and having a combined capital and surplus of at least Five Hundred Million Dollars ($500,000,000). Upon the acceptance of any appointment as Agent hereunder by a successor agent or co-collateral agent shall (unless an Event of Default shall have occurred and be continuing) be subject to approval by the Borrowers (which approval shall not be unreasonably withheld or delayed)Agent, whereupon such successor agent or co-collateral agent Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the Agent and the resigning Co-Collateral retiring Agent, and the term “Agent” and “Co-Collateral Agent” shall mean such successor agent or successor co-collateral agent effective upon such appointment and approval, and the former Agent’s or Co-Collateral Agent’s rights, powers and duties as retiring Agent or Co-Collateral Agent, as applicable, shall be terminated, without any other or further act or deed on the part of such former Agent or Co-Collateral Agent or any of the parties to discharged from its duties and obligations under this Agreement or any holders of the AdvancesAgreement. If no successor agent or co-collateral agent Agent has accepted appointment as Agent or Co-Collateral Agent, as applicable, by the date that which is 30 thirty (30) days following a retiring Agent’s or Co-Collateral Agent’s 's notice of resignation, the retiring Agent’s or Co-Collateral Agent’s 's resignation shall nevertheless be thereupon become effective, effective and the Lenders shall assume and perform all of the duties of the Agent or Co-Collateral Agent hereunder, as applicable, hereunder until such time, if any, as the Required Majority Lenders appoint a successor agent or successor co-collateral agent as provided for aboveAgent. After Notwithstanding any retiring Agent’s 's resignation or Co-Collateral Agent’s resignation removal hereunder as Agent or Co-Collateral Agent, the provisions of this Article VIII 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent or Co-Collateral Agent under this Agreement and Agreement. Any company into which Agent may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which it shall be a party or, with Borrower's consent, any company to which Agent may sell or transfer all or substantially all of its agency relationships shall be the other Loan Documentssuccessor to Agent without the execution or filing of any paper or further act, anything herein to the contrary notwithstanding.

Successor Agent. The Agent or may at any Co-Collateral Agent may resign as Agent or Co-Collateral Agent, as applicable, upon 30 days’ time give notice of its resignation to the Lenders and the Borrowers. If the Agent or any Co-Collateral Agent shall resign as Agent or Co-Collateral Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent or co-collateral agent for the Lenders, which successor agent or co-collateral agent shall (unless an Event of Default shall have occurred and be continuing) be subject to approval by the Borrowers (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent or co-collateral agent shall succeed to the rights, powers and duties of the Agent Issuing Lender and the resigning Co-Collateral Agent, and the term “Agent” and “Co-Collateral Agent” shall mean Company. Upon receipt of any such successor agent or successor co-collateral agent effective upon such appointment and approval, and the former Agent’s or Co-Collateral Agent’s rights, powers and duties as Agent or Co-Collateral Agent, as applicable, shall be terminated, without any other or further act or deed on the part of such former Agent or Co-Collateral Agent or any of the parties to this Agreement or any holders of the Advances. If no successor agent or co-collateral agent has accepted appointment as Agent or Co-Collateral Agent, as applicable, by the date that is 30 days following a retiring Agent’s or Co-Collateral Agent’s notice of resignation, the Required Lenders shall have the right, with the approval of the Company, to appoint a successor, or an Affiliate of any such bank. If no such successor shall have been so appointed by the Required Lenders and 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 Lenders and the Issuing ▇▇▇▇▇▇▇, appoint a successor Agent meeting the qualifications set forth above provided that if the Agent shall notify the Company and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (b) 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 Issuing Lender directly, until such time as the Required ▇▇▇▇▇▇▇ appoint a successor Agent as provided for above in this paragraph. 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 retired) Agent, 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 paragraph). 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 Agent’s or Co-Collateral Agent’s resignation shall nevertheless thereupon become effective, hereunder and under the Lenders shall assume and perform all of the duties of the Agent or Co-Collateral Agent hereunder, as applicable, until such time, if any, as the Required Lenders appoint a successor agent or successor co-collateral agent as provided for above. After any retiring Agent’s or Co-Collateral Agent’s resignation as Agent or Co-Collateral Agentother Loan Documents, the provisions of this Article VIII and Section 9.5 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Agent was acting as Agent. Any resignation by ▇▇▇▇▇ ▇▇▇▇▇, as Agent pursuant to this Section shall also constitute its resignation as an Issuing Lender and a Swingline Lender. Upon the acceptance of a successor’s appointment as Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or Co-Collateral Agent under this Agreement and the other Loan Documents, and (c) the successor ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit.

Successor Agent. The Agent or any Co-Collateral Administrative Agent may resign as Agent or Co-Collateral Agent, as applicable, upon 30 days’ at any time by giving written notice thereof to the Lenders and the BorrowersBorrower, 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. If 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. Upon any such resignation or any Co-Collateral Agent shall resign as Agent or Co-Collateral Agent under this Agreement and the other Loan Documentsremoval, then the Required Lenders shall appoint from among have the Lenders a successor agent or co-collateral agent for right to appoint, on behalf of the Borrower and the Lenders, which a successor agent or co-collateral agent shall (unless an Event of Default Administrative Agent. If no successor Administrative Agent shall have occurred and be continuing) be subject to approval been so appointed by the Borrowers (Required Lenders within thirty days after the resigning Agent’s giving notice of its intention to resign, then the resigning Agent may appoint, on behalf of the Borrower and the Lenders, 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 approval 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, the Lenders may perform all the duties of the Administrative Agent hereunder and the Borrower shall not make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent shall be unreasonably withheld or delayed), whereupon deemed to be appointed hereunder until such successor agent or co-collateral agent 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 powers, privileges and duties of the Agent and resigning or removed Administrative Agent. Upon the effectiveness of the resignation or removal of the Administrative Agent, the resigning Co-Collateral Agent, and the term “Agent” and “Co-Collateral Agent” shall mean such successor agent or successor co-collateral agent effective upon such appointment and approval, and the former Agent’s or Co-Collateral Agent’s rights, powers and duties as removed Administrative Agent or Co-Collateral Agent, as applicable, shall be terminated, without any other or further act or deed on discharged from its duties and obligations hereunder. After the part of such former Agent or Co-Collateral Agent or any effectiveness of the parties to this Agreement resignation or any holders removal of the Advances. If no successor agent or co-collateral agent has accepted appointment as Agent or Co-Collateral Agent, as applicable, by the date that is 30 days following a retiring Agent’s or Co-Collateral Agent’s notice of resignation, the retiring Agent’s or Co-Collateral Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Agent or Co-Collateral Agent hereunder, as applicable, until such time, if any, as the Required Lenders appoint a successor agent or successor co-collateral agent as provided for above. After any retiring Agent’s or Co-Collateral Agent’s resignation as Agent or Co-Collateral an Administrative Agent, the provisions of this Article VIII X shall inure to its continue in effect for the benefit as to 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. In the event that there is a successor to the Administrative Agent by merger, or Co-Collateral the Administrative Agent under assigns its duties and obligations to an Affiliate pursuant to this Section 10.12, then the term “Prime Rate” as used in this Agreement and shall mean the prime rate, base rate or other Loan Documentsanalogous rate of the new Administrative Agent.

Successor Agent. The Agent or any Co-Collateral Agent may resign as Agent or Co-Collateral Agent, as applicable, upon 30 days’ ' written notice to the Lenders and the Borrowers. If the Agent or Borrower; provided that any Co-Collateral Agent such resignation by Union Bank shall resign also constitute its resignation as Agent or Co-Collateral in its capacity of issuer of Letters of Credit If Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among the Lenders a successor agent or co-collateral agent Agent for the Lenders, which successor agent or co-collateral agent Agent shall (unless an Event be consented to by Borrower at all times other than during the existence of a Default shall have occurred and be continuing) be subject to approval by the Borrowers (which approval consent of Borrower shall not be unreasonably withheld or delayed). If no successor Agent is appointed prior to the effective date of the resignation of Agent, whereupon Agent may appoint, after consulting with Lenders and Borrower, a successor Agent from among Lenders. Upon the acceptance of its appointment as successor Agent hereunder, the Person acting as such successor agent or co-collateral agent Agent shall succeed to all the rights, powers and duties of the retiring Agent and the resigning Co-Collateral Agent, (including those in its capacity as issuer of Letters of Credit) and the term “"Agent” and “Co-Collateral Agent” " shall mean such successor agent or successor co-collateral agent effective upon Agent in all such appointment and approval, capacities and the former retiring Agent’s or Co-Collateral Agent’s rights's appointment, powers and duties as Agent or Co-Collateral Agent, as applicable, shall be terminated, without any other or further act or deed on the part of such former Agent or Co-Collateral retiring Agent or any other Lender, other than the obligation of the parties successor Agent to this Agreement or any holders issue letters of credit in substitution for the Advances. If no successor agent or co-collateral agent has accepted appointment as Agent or Co-Collateral Agent, as applicable, by the date that is 30 days following a retiring Agent’s or Co-Collateral Agent’s notice Letters of resignation, the retiring Agent’s or Co-Collateral Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Agent or Co-Collateral Agent hereunder, as applicable, until such timeCredit, if any, as outstanding at the Required Lenders appoint a successor agent time of such succession or successor co-collateral agent as provided for above. to make other arrangements satisfactory to the retiring Agent to effectively assume the obligations of the retiring Agent with respect to such Letters of Credit After any retiring Agent’s or Co-Collateral Agent’s 's resignation hereunder as Agent or Co-Collateral Agent, the provisions of this Article VIII IX and 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 Agent or Co-Collateral Agent under this Agreement If no successor Agent has accepted appointment as Agent by the date which is 30 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and Lenders shall perform all of the other Loan Documentsduties of Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above.

Successor Agent. The Agent or any Co-Collateral Agent may resign as Agent or Co-Collateral Agent, as applicable, upon 30 at any time by giving not less than thirty (30) days’ ' prior written notice thereof to the Lenders and Borrower Representative. Upon any such resignation, the BorrowersRequisite Lenders shall have the right to appoint a successor Agent. If the Agent or any Co-Collateral no successor Agent shall resign as Agent or Co-Collateral Agent under this Agreement have been so appointed by the Requisite Lenders and shall have accepted such appointment within thirty (30) days after the other Loan Documentsresigning Agent's giving notice of resignation, then the Required resigning Agent may, on behalf of Lenders, appoint a successor Agent, which shall be a Lender, if a Lender is willing to accept such appointment, or otherwise shall be a commercial bank or financial institution or a subsidiary of a commercial bank or financial institution if such commercial bank or financial institution is organized under the laws of the United States of America or of any State thereof and has a combined capital and surplus of at least $300,000,000. If no successor Agent has been appointed pursuant to the foregoing, within thirty (30) days after the date such notice of resignation was given by the resigning Agent, such resignation shall become effective and the Requisite Lenders shall thereafter perform all the duties of Agent hereunder until such time, if any, as the Requisite Lenders appoint from among the Lenders a successor agent Agent as provided above. Any successor Agent appointed by Requisite Lenders hereunder shall be subject to the approval of Borrower Representative unless such Agent is a Lender as of the Closing Date, such approval not to be unreasonably withheld or co-collateral agent for the Lenders, which successor agent delayed; provided that such approval shall not be required if a Default or co-collateral agent shall (unless an Event of Default shall have occurred and be continuing) be subject to approval . Upon the acceptance of any appointment as Agent hereunder by the Borrowers (which approval shall not be unreasonably withheld or delayed)a successor Agent, whereupon such successor agent or co-collateral agent Agent shall succeed to and become vested with all the rights, powers powers, privileges and duties of the Agent and resigning Agent. Upon the resigning Co-Collateral Agent, and the term “Agent” and “Co-Collateral Agent” shall mean such successor agent or successor co-collateral agent effective upon such appointment and approval, and the former Agent’s or Co-Collateral Agent’s rights, powers and duties as Agent or Co-Collateral Agent, as applicable, shall be terminated, without any other or further act or deed on the part of such former Agent or Co-Collateral Agent or any earlier of the parties to this Agreement or acceptance of any holders of the Advances. If no successor agent or co-collateral agent has accepted appointment as Agent hereunder by a successor Agent or Co-Collateral the effective date of the resigning Agent, as applicable, by the date that is 30 days following a retiring Agent’s or Co-Collateral Agent’s notice of 's resignation, the retiring Agent’s or Co-Collateral Agent’s resignation resigning Agent shall nevertheless thereupon become effective, be discharged from its duties and obligations under this Agreement and the Lenders other Loan Documents, except that any indemnity rights or other rights in favor of such resigning Agent shall assume and perform all of the duties of the Agent or Co-Collateral Agent hereunder, as applicable, until such time, if any, as the Required Lenders appoint a successor agent or successor co-collateral agent as provided for abovecontinue. After any retiring resigning Agent’s or Co-Collateral Agent’s 's resignation as Agent or Co-Collateral Agenthereunder, the provisions of this Article VIII Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent or Co-Collateral Agent under this Agreement and the other Loan Documents.

Successor Agent. The Agent or any Co-Collateral Agent may resign as Agent or Co-Collateral Agent, as applicable, upon 30 days’ at any time by giving written notice thereof to the Lenders and the BorrowersBorrower, such resignation to be effective upon the appointment of a successor Agent or, if no successor Agent has been appointed, ninety days after the retiring Agent gives notice of its intention to resign. Upon any such resignation, the Required Lenders shall have the right to appoint, on behalf of the Borrower and the Lenders, a successor Agent; provided, however, that such appointment, unless made during the continuance of an Unmatured Default, shall be subject to the consent of the Borrower, which consent shall not be unreasonably withheld. If no successor Agent shall have been so appointed by the Required Lenders within thirty days after the resigning Agent's giving notice of its intention to resign, then the resigning Agent may appoint, on behalf of the Borrower and the Lenders, a successor Agent; provided, however, that such appointment, unless made during the continuance of an Unmatured Default, shall be subject to the consent of the Borrower, which consent shall not be unreasonably withheld. Notwithstanding the previous sentence, the 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 Agent hereunder. If the Agent or any Co-Collateral has resigned and no successor Agent shall resign as Agent or Co-Collateral Agent under this Agreement and the other Loan Documentshas been appointed, then the Required Lenders shall appoint from among the Lenders a successor agent or co-collateral agent for the Lenders, which successor agent or co-collateral agent shall (unless an Event of Default shall have occurred and be continuing) be subject to approval by the Borrowers (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent or co-collateral agent shall succeed to the rights, powers and duties of the Agent and the resigning Co-Collateral Agent, and the term “Agent” and “Co-Collateral Agent” shall mean such successor agent or successor co-collateral agent effective upon such appointment and approval, and the former Agent’s or Co-Collateral Agent’s rights, powers and duties as Agent or Co-Collateral Agent, as applicable, shall be terminated, without any other or further act or deed on the part of such former Agent or Co-Collateral Agent or any of the parties to this Agreement or any holders of the Advances. If no successor agent or co-collateral agent has accepted appointment as Agent or Co-Collateral Agent, as applicable, by the date that is 30 days following a retiring Agent’s or Co-Collateral Agent’s notice of resignation, the retiring Agent’s or Co-Collateral Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and may perform all of the duties of the Agent or Co-Collateral 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 Lenders. No successor Agent hereunder, as applicable, shall be deemed to be appointed hereunder until such time, if any, successor Agent has accepted the appointment. Any such successor 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 Required Lenders appoint Agent hereunder by a successor agent or Agent, such successor co-collateral agent as provided for aboveAgent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning Agent. Upon the effectiveness of the resignation of the Agent, the resigning Agent shall be discharged from its duties and obligations hereunder and under the Loan Documents. After any retiring Agent’s or Co-Collateral Agent’s the effectiveness of the resignation as Agent or Co-Collateral of an Agent, the provisions of this Article VIII X shall inure to its continue in effect for the benefit as to of such Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Agent or Co-Collateral Agent hereunder and under this Agreement and the other Loan Documents. In the event that there is a successor to the Agent by merger, 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 Agent. The Agent may temporarily recuse itself or any Co-Collateral Agent may permanently resign as Agent or at any time by giving not less than five (5) days' prior written notice thereof to Co-Collateral Agent, Lenders and Borrower; upon such recusal or resignation, Co-Agent shall automatically become the Agent pending the end of the Recusal Period or the appointment of a successor [EXECUTION VERSION] Agent, as applicablethe case may be, upon subject to SECTION 9.2(a) hereof. Any subsequent Agent (other than GE Capital) may resign (but not recuse itself) at any time by giving not less than thirty (30) days' prior written notice thereof to Lenders and Borrower. Upon any such subsequent resignation, the Requisite Lenders shall have the right to appoint a successor Agent and the Co-Agent shall resume its duties and responsibilities as Co-Agent. If no successor Agent shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days’ days after the resigning Agent's giving notice of resignation, then the resigning Agent may, on behalf of Lenders, appoint a successor Agent, which shall be a Lender, if a Lender is willing to accept such appointment, or otherwise shall be a commercial bank or financial institution or a subsidiary of a commercial bank or financial institution if such commercial bank or financial institution is organized under the laws of the United States of America or of any State thereof and has a combined capital and surplus of at least $300,000,000. If no successor Agent has been appointed pursuant to the Lenders foregoing, by the 30th day after the date such notice of resignation was given by the resigning Agent, such resignation shall become effective and the BorrowersRequisite Lenders shall thereafter perform all the duties of Agent hereunder until such time, if any, as the Requisite Lenders appoint a successor Agent as provided above. If Any successor Agent appointed by Requisite Lenders hereunder shall be subject to the approval of Borrower, such approval not to be unreasonably withheld or delayed; provided that such approval shall not be required if a Default or an Event of Default shall have occurred and be continuing. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning Agent. Upon the earlier of the acceptance of any appointment as Agent hereunder by a successor Agent or any Co-Collateral the effective date of the resigning Agent's resignation, the resigning Agent shall resign be discharged from its duties and obligations as Agent or Co-Collateral Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent except that any indemnity rights or co-collateral agent for the Lenders, which successor agent or co-collateral agent shall (unless an Event of Default shall have occurred and be continuing) be subject to approval by the Borrowers (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent or co-collateral agent shall succeed to the rights, powers and duties of the Agent and the resigning Co-Collateral Agent, and the term “Agent” and “Co-Collateral Agent” shall mean such successor agent or successor co-collateral agent effective upon such appointment and approval, and the former Agent’s or Co-Collateral Agent’s rights, powers and duties as Agent or Co-Collateral Agent, as applicable, shall be terminated, without any other or further act or deed on the part rights in favor of such former resigning Agent or Co-Collateral Agent or any of the parties to this Agreement or any holders of the Advances. If no successor agent or co-collateral agent has accepted appointment as Agent or Co-Collateral Agent, as applicable, by the date that is 30 days following a retiring Agent’s or Co-Collateral Agent’s notice of resignation, the retiring Agent’s or Co-Collateral Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Agent or Co-Collateral Agent hereunder, as applicable, until such time, if any, as the Required Lenders appoint a successor agent or successor co-collateral agent as provided for abovecontinue. After any retiring resigning Agent’s or Co-Collateral Agent’s 's resignation as Agent or Co-Collateral Agenthereunder, the provisions of this Article VIII SECTION 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent or Co-Collateral Agent under this Agreement and the other Loan Documents. Agent may be removed at the written direction of the Lenders holding two-thirds or more of the Commitments; provided that in so doing, such Lenders shall be deemed to have waived and released any and all claims they may have against Agent.

Successor Agent. The Agent or any Co-Collateral Agent may resign as Agent or Co-Collateral Agent, as applicable, upon 30 thirty (30) days’ notice to the Lenders and the BorrowersAdministrative Borrower. If the Agent or any Co-Collateral Agent shall resign as Agent or Co-Collateral Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among the Lenders a successor agent or co-collateral agent for the Lenders, which . If no successor agent or co-collateral is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with Lenders and Administrative Borrower, a successor agent shall (unless an Event of Default shall have occurred and be continuing) be subject to approval from among Lenders. Upon the acceptance by the Borrowers (which approval shall not be unreasonably withheld or delayed)Lender so selected of its appointment as successor agent hereunder, whereupon such successor agent or co-collateral agent shall succeed to all of the rights, powers and duties of the retiring Agent and the resigning Co-Collateral Agent, and the term “Agent” as used herein and “Co-Collateral Agent” in the other Loan Documents shall mean such successor agent or successor co-collateral agent effective upon such appointment and approval, and the former retiring Agent’s or Co-Collateral Agent’s rightsappointment, powers and duties as Agent or Co-Collateral Agent, as applicable, shall be terminated. After any retiring Agent’s resignation hereunder as Agent, without the provisions of this Section 14 shall inure to its benefit as to any other actions taken or further act or deed on the part of such former omitted by it while it was Agent or Co-Collateral Agent or any of the parties to under this Agreement or any holders of the AdvancesAgreement. If no successor agent or co-collateral agent has accepted appointment as Agent or Co-Collateral Agent, as applicable, by the date that which is 30 thirty (30) days following after the date of a retiring Agent’s or Co-Collateral Agent’s notice of resignation, the retiring Agent’s or Co-Collateral Agent’s resignation shall nevertheless nonetheless thereupon become effective, effective and the Lenders shall assume and perform all of the duties of the Agent or Co-Collateral Agent hereunder, as applicable, hereunder until such time, if any, as the Required Lenders appoint a successor agent or successor co-collateral agent as provided for above. After Any resignation of Agent pursuant to this Section shall also constitute the resignation of WFCF or its successor as Swing Line Lender and Issuing Bank, and any successor agent that is appointed pursuant to this Section shall, upon its acceptance of such appointment, become the successor Swing Line Lender and Issuing Bank for all purposes thereunder. At the time any such resignation or replacement shall become effective, Borrowers shall pay the full outstanding principal amount of all Swing Line Loans and all accrued and unpaid fees and expenses of the retiring Agent’s Swing Line Lender and Issuing Bank. From and after the effective date of any such resignation or Co-Collateral Agent’s resignation as Agent or Co-Collateral Agentreplacement, (i) the provisions successor Issuing Bank shall have all the rights and obligations of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent or Co-Collateral Agent the Issuing Bank under this Agreement with respect to Letters of Credit issued by it thereafter and (ii) the other Loan Documentsretiring Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such resignation, but shall not be required to issue additional Letters of Credit.

Successor Agent. The Agent or any Co-Collateral Agent may resign as such at any time upon at least thirty (30) days prior notice to Borrowers and all Banks. If Agent at any time shall resign or Co-Collateral Agentif the office of Agent shall become vacant for any other reason, Majority Banks shall, by written instrument, appoint successor agent(s) satisfactory to such Majority Banks, and, so long as no Default or Event of Default has occurred and is continuing, to Borrowers. Such successor agent shall thereupon become the Agent hereunder, as applicable, upon 30 days’ notice and shall be entitled to receive from the Lenders prior Agent such documents of transfer and assignment as such successor Agent may reasonably request. Any such successor Agent shall be a commercial bank organized under the Borrowerslaws of the United States or any state thereof and shall have a combined capital and surplus of at least $500,000,000. If the Agent or any Co-Collateral Agent shall resign as Agent or Co-Collateral Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent is not so appointed or co-collateral agent for does not accept such appointment before the Lendersresigning Agent’s resignation becomes effective, which the resigning Agent may appoint a temporary successor agent or co-collateral agent shall (unless an Event of Default shall have occurred and be continuing) be subject to approval act until such appointment by the Borrowers (which approval shall not be unreasonably withheld or delayed)Majority Banks and, whereupon such successor agent or co-collateral agent shall succeed to the rights, powers and duties of the Agent and the resigning Co-Collateral Agent, and the term “Agent” and “Co-Collateral Agent” shall mean such successor agent or successor co-collateral agent effective upon such appointment and approval, and the former Agent’s or Co-Collateral Agent’s rights, powers and duties as Agent or Co-Collateral Agent, as if applicable, shall be terminatedBorrowers, without any other or further act or deed on the part of such former Agent or Co-Collateral Agent or any of the parties to this Agreement or any holders of the Advancesis made and accepted. If no such temporary successor agent or co-collateral agent has accepted appointment is appointed as Agent or Co-Collateral provided above by the resigning Agent, as applicable, by the date that is 30 days following a retiring Agent’s or Co-Collateral Agent’s notice of resignation, the retiring Agent’s or Co-Collateral Agent’s resignation Majority Banks shall nevertheless thereupon become effective, and the Lenders shall assume and thereafter perform all of the duties of the resigning Agent or Co-Collateral hereunder until such appointment by the Majority Banks and, if applicable, Borrowers is made and accepted. Such successor Agent shall succeed to all of the rights and obligations of the resigning Agent as if originally named. The resigning Agent shall duly assign, transfer and deliver to such successor Agent all moneys at the time held by the resigning Agent hereunder after deducting therefrom its expenses for which it is entitled to be reimbursed. Upon such succession of any such successor Agent, the resigning Agent shall be discharged from its duties and obligations, in its capacity as Agent, hereunder, as applicableexcept for its gross negligence or willful misconduct arising prior to its resignation, until such time, if any, as the Required Lenders appoint a successor agent or successor co-collateral agent as provided for above. After any retiring Agent’s or Co-Collateral Agent’s resignation as Agent or Co-Collateral Agent, and the provisions of this Article VIII 11 shall inure to its continue in effect for the benefit as to of the resigning Agent in respect of any actions taken or omitted to be taken by it while it was Agent or Co-Collateral Agent under this Agreement and the other Loan Documentsacting as Agent.

Successor Agent. The Agent or may at any Co-Collateral Agent may resign as Agent or Co-Collateral Agent, as applicable, upon 30 days’ time give notice of its resignation to the Lenders and the Borrowers. If the Agent or any Co-Collateral Agent shall resign as Agent or Co-Collateral Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent or co-collateral agent for the Lenders, which successor agent or co-collateral agent shall (unless an Event of Default shall have occurred and be continuing) be subject to approval by the Borrowers (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent or co-collateral agent shall succeed to the rights, powers and duties of the Agent Issuing Lender and the resigning Co-Collateral Agent, and the term “Agent” and “Co-Collateral Agent” shall mean Company. Upon receipt of any such successor agent or successor co-collateral agent effective upon such appointment and approval, and the former Agent’s or Co-Collateral Agent’s rights, powers and duties as Agent or Co-Collateral Agent, as applicable, shall be terminated, without any other or further act or deed on the part of such former Agent or Co-Collateral Agent or any of the parties to this Agreement or any holders of the Advances. If no successor agent or co-collateral agent has accepted appointment as Agent or Co-Collateral Agent, as applicable, by the date that is 30 days following a retiring Agent’s or Co-Collateral Agent’s notice of resignation, the Required Lenders shall have the right, with the approval of the Company, to appoint a successor, or an Affiliate of any such bank. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent’s or Co-Collateral Agent’s resignation Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and the Issuing Lenders, appoint a successor Agent meeting the qualifications set forth above provided that if the Agent shall nevertheless thereupon become effective, notify the Company and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall assume nonetheless become effective in accordance with such notice and perform (a) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (b) all of the duties of payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or Co-Collateral Agent hereunder, as applicableto each Lender and Issuing Lender directly, until such time, if any, time as the Required Lenders appoint a successor agent or successor co-collateral agent Agent as provided for aboveabove in this paragraph. 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 retired) Agent, 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 paragraph). 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 any the retiring Agent’s or Co-Collateral Agent’s resignation as Agent or Co-Collateral Agenthereunder and under the other Loan Documents, the provisions of this Article VIII and Section 9.5 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Agent was acting as Agent. Any resignation by ▇▇▇▇▇ Fargo, as Agent pursuant to this Section shall also constitute its resignation as an Issuing Lender and a Swingline Lender. Upon the acceptance of a successor’s appointment as Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or Co-Collateral Agent under this Agreement and the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit.