Common use of Successor Agent Clause in Contracts

Successor Agent. The Agent may at any time give notice of its resignation to the Lenders, the Issuing Lender and the Company. Upon receipt of any such 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 Lender, 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 the Issuing Lender directly, until such time as the Required Lenders 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 resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 9.5 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as 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 under 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 may resign at any time give as Agent under the Loan Documents by giving written notice of its resignation thereof to the LendersLenders and the Borrower. The Agent may be removed as Agent under the Loan Documents for gross negligence or willful misconduct upon 30-day’s prior written notice by all Lenders (other than the Lender then acting as Agent). Upon any such resignation or removal, the Issuing Lender and the Company. Upon receipt of any such notice of resignation, the Required Requisite Lenders shall have the right, with the approval of the Company, right to appoint a successorsuccessor Agent which appointment shall, provided no Default or an Affiliate Event of any such bankDefault exists, be subject to the Borrower’s approval, which approval shall not be unreasonably withheld or delayed (except that the Borrower shall, in all events, be deemed to have approved each Lender and its affiliates as a successor Agent). If no such successor Agent shall have been so appointed by in accordance with the Required Lenders immediately preceding sentence, and shall have accepted such appointment appointment, within thirty (30) days after the retiring Agent gives resigning Agent’s giving of notice of its resignationresignation or the giving of notice of the removal of the Agent, then the retiring resigning or removed Agent may may, on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Agent meeting 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; provided, the qualifications set forth above provided that if the resigning or removed Agent shall notify the Company and the Lenders that no qualifying Person has continue to serve as Agent until such time as a successor Agent shall have accepted such appointment. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, then such resignation successor Agent shall nonetheless thereupon succeed to and become effective in accordance vested with such notice all the rights, powers, privileges and (a) duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (b) all paymentsDocuments; provided, communications and determinations provided however, such retiring Agent shall not be relieved from any obligations arising prior to be made byits discharge the extent resulting from the Agent’s gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, to non-appealable judgment or through from the failure by the Agent shall instead be made by to follow the written direction of the Requisite Lenders (or to each Lender and the Issuing Lender directly, until such time as the Required Lenders 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 Lenders if expressly required hereunder) unless such failure results from the Agent following the advice of counsel to the retiring (or retired) Agent, and Agent of which advice 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 successorLenders have received notice. After the retiring any Agent’s resignation or removal hereunder and under the other Loan Documentsas Agent, the provisions of this Article and Section 9.5 XI. shall continue in effect for the to inure to its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was 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 under 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 (a) Any Agent may at any time give at least 30 days prior written notice of its resignation to the Lenders, the Issuing Lender Lenders and the CompanyAdministrative Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the approval of the CompanyAdministrative Borrower, to appoint a successor, or an Affiliate of any such banksuccessor Agent. If no such successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent gives notice of its resignationresignation (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 and the Issuing Lender, appoint a successor Agent meeting with, so long as no Event of Default has occurred and is continuing, the qualifications set forth above provided that if consent of the Administrative Borrower (such consent not to be unreasonably withheld, delayed or conditioned). Whether or not a successor Agent shall notify the Company and the Lenders that no qualifying Person has accepted such appointmentbeen appointed, then such resignation shall nonetheless become effective in accordance with such notice and on the Resignation Effective Date. (ab) With effect from the Resignation Effective Date, (i) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (other than its obligations under Section 12.19 hereof and except that in the case of any Collateral held by such 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 (bii) all payments, communications and determinations provided to be made by, to or through the such retiring Agent shall instead be made by or to each Lender and the Issuing Lender directly, until such time time, if any, as the Required Lenders appoint a successor Agent shall have been appointed as provided for above in this paragraphabove. Upon the acceptance of a successorsuccessor 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 (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 paragraphother than its obligations under Section 12.19 hereof). 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 resignation hereunder and under the other Loan Documents, the provisions of this Article Article, Section 12.04 and Section 9.5 12.15 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties Agent in respect of any actions taken or omitted to be taken by any of them it while 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 under 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 Each Agent may resign as such at any time give upon at least 10 days’ prior notice of its resignation to the Lenders, the Issuing Lender Bank and the CompanyBorrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the approval of the CompanyBorrower, to appoint a successor, or an Affiliate of any such banksuccessor Agent from among the Lenders. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) 10 days after the retiring Agent gives notice of its resignation, then the retiring Agent may may, on behalf of the Lenders and the Issuing LenderBank, appoint a successor Agent, which successor shall be a commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, in each case, having combined capital and surplus of at least $500,000,000; provided that if such retiring Agent meeting is unable to find a commercial banking institution that is willing to accept such appointment and which meets the qualifications set forth above provided that if above, the Agent retiring Agent’s resignation shall notify the Company nevertheless thereupon become effective and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and retiring (aor retired) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents, and the Lenders shall assume and perform all of the duties of the Agent under the 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 the Issuing Lender directly, until such time time, if any, as the Required Lenders appoint a successor Agent as provided for above in this paragraphAgent. Upon the acceptance of its appointment as an Agent hereunder by 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 Loan Documents (if not already discharged therefrom as provided above in this paragraph)Documents. The fees payable by the Company Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company Borrower and such successor. After the retiring an Agent’s resignation hereunder and under the other Loan Documentshereunder, the provisions of this Article IX, Section 10.03 and Section 9.5 Sections 10.08 to 10.10 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties Affiliates in respect of any actions taken or omitted to be taken by any of them while the retiring Agent it 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 under 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 may resign at any time give as Agent under the Loan Documents by giving written notice of its resignation thereof to the LendersLenders and the Borrower. The Agent may be removed as Agent under the Loan Documents for gross negligence or wilfull 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 Issuing 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 Commitment of the Lender and the Company. Upon receipt of any such notice of resignation, the Required Lenders then acting as Agent) shall have the right, with the approval of the Company, right to appoint a successorsuccessor Agent which appointment shall, provided no Default or an Affiliate Event of Default exists, be subject to the Borrower’s approval, which approval shall not be unreasonably withheld or delayed (except that the Borrower shall, in all events, be deemed to have approved each Lender and any such bankof its Affiliates as a successor Agent). If no such successor Agent shall have been so appointed by in accordance with the Required Lenders immediately preceding sentence, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent gives current Agent’s giving of notice of its resignationresignation or the Lenders’ removal of the current Agent, then the retiring current Agent may may, on behalf of the Lenders and the Issuing LenderLenders, 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 appointmentAgent, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Agent which shall be discharged from its duties a Lender, if any Lender shall be willing to serve, and obligations hereunder and under the other Loan Documents and (b) all payments, communications and determinations provided to otherwise shall be made by, to or through the Agent shall instead be made by or to each Lender and the Issuing Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraphan Eligible Assignee. Upon the acceptance of a successor’s any appointment as Agent hereunderhereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) current Agent, and the retiring current 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 successorDocuments. After the retiring any Agent’s resignation or removal hereunder and under the other Loan Documentsas Agent, the provisions of this Article and Section 9.5 shall continue in effect for the to inure to its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by it while it was Agent under the Loan Documents. Notwithstanding anything contained herein to the contrary, the Agent may assign its rights and duties under the Loan Documents to any of them while its Affiliates by giving the retiring Agent was acting as Agent. Any resignation by ▇▇▇▇▇ Fargo, as Agent pursuant to this Section shall also constitute its resignation as Issuing Borrower and each 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 under 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 Creditprior written notice.

Successor Agent. The (a) Any Agent may at any time give at least 30 days prior written notice of its resignation to the Lenders, the Issuing Lender Lenders and the CompanyAdministrative Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the approval of the Company, right to appoint a successor, or an Affiliate of any such banksuccessor Agent. If no such successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent gives notice of its resignationresignation (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 and the Issuing LenderLenders, appoint a successor Agent. Whether or not 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 appointmentbeen appointed, then such resignation shall nonetheless become effective in accordance with such notice and on the Resignation Effective Date. (ab) With effect from the Resignation Effective Date, (i) 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 held by such 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 (bii) all payments, communications and determinations provided to be made by, to or through the such retiring Agent shall instead be made by or to each Lender and the Issuing Lender directly, until such time time, if any, as the Required Lenders appoint a successor Agent shall have been appointed as provided for above in this paragraphabove. 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 (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 successorDocuments. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article Article, Sections 12.04 and Section 9.5 12.15 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while 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 under 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 (a) Any Agent may at any time give at least thirty (30) (or, if the Total Revolving Credit Commitment is reduced to zero, ten (10)) days prior written notice of its resignation to the Lenders, the Issuing Lender L/C Issuer and the CompanyAdministrative Borrower, provided that, if the continuing Agent assumes all of the resigning Agent’s duties hereunder, such resigning Agent may provide notice on the effective date of its resignation. Upon receipt of any such notice of resignation, (i) the Required Lenders shall have the right, with the approval consent of the CompanyAdministrative Borrower (which consent shall not be unreasonably withheld or delayed nor shall it be required during the existence of a payment or bankruptcy Event of Default), to appoint a successorsuccessor Collateral Agent, and (ii) the Collateral Agent shall have the right, with the consent of the Required Lenders and of the Administrative Borrower (which consent shall not be unreasonably withheld or an Affiliate delayed nor shall it be required during the existence of any such banka payment or bankruptcy Event of Default), to appoint a successor Administrative Agent. If no such successor Agent shall have been so appointed by the Required Lenders or Collateral Agent, as applicable, and shall have accepted such appointment within thirty (30) (or, if the Total Revolving Credit Commitment is reduced to zero, ten (10)) days after the retiring Agent gives notice of its resignationresignation (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 and the Issuing LenderL/C Issuer, appoint a successor Agent. Whether or not 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 appointmentbeen appointed, then such resignation shall nonetheless become effective in accordance with such notice and on the Resignation Effective Date. (ab) With effect from the Resignation Effective Date, (i) 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 held by such Agent on behalf of the Lenders or the L/C Issuer 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 (bii) all payments, communications and determinations provided to be made by, to or through the such retiring Agent shall instead be made by or to each Lender and the Issuing Lender surviving Agent directly, until such time time, if any, as the Required Lenders appoint a successor Agent as provided for above in this paragraphabove. 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 (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 successorDocuments. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article Article, Section 12.04 [Expenses] and Section 9.5 12.16 [Indemnification, Etc.] shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties Agent in respect of any actions taken or omitted to be taken by any of them it while 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 under 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 may resign at any time give as Agent under the Loan Documents by giving written notice of its resignation thereof to the LendersLenders and the Borrower. The Agent may be removed as Agent under the Loan Documents for good cause by all of the Lenders (other than the Lender then acting as Agent) upon 30-days’ prior written notice to the Agent. Upon any such resignation or removal, the Issuing Requisite Lenders (other than the Lender and then acting as Agent, in the Company. Upon receipt case of any such notice the removal of resignation, the Required Lenders Agent under the immediately preceding sentence) shall have the right, with the approval of the Company, right to appoint a successorsuccessor Agent which appointment shall, provided no Default or an Affiliate Event of any such bankDefault exists, be subject to the Borrower’s approval, which approval shall not be unreasonably withheld or delayed (except that the Borrower shall, in all events, be deemed to have approved each Lender and its affiliates as a successor Agent). If no such successor Agent shall have been so appointed by in accordance with the Required Lenders immediately preceding sentence, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent gives resigning Agent’s giving of notice of its resignationresignation or the Lenders’ removal of the resigning Agent, then the retiring resigning or removed Agent may may, on behalf of the Lenders and the Issuing LenderLenders, 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 appointmentAgent, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Agent which shall be discharged from its duties a Lender, if any Lender shall be willing to serve, and obligations hereunder and under the other Loan Documents and (b) all payments, communications and determinations provided to otherwise shall be made by, to or through the Agent shall instead be made by or to each Lender and the Issuing Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraphcommercial bank having total combined assets of at least $50,000,000,000.00. Upon the acceptance of a successor’s any appointment as Agent hereunderhereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) removed Agent, and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph)Documents. The fees payable by the Company to a Such 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 resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 9.5 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as 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 under 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 shall make other arrangements satisfactory to the retiring Issuing Lender current Agent, in either case, to assume effectively assume the obligations of the retiring Issuing Lender current Agent with respect to such Letters of Credit. Any resignation by, or removal of, an Agent shall also constitute the resignation or removal of such Lender as the Swingline Lender. After any Agent’s resignation or removal hereunder as Agent, the provisions of this Article XI shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under the Loan Documents.

Successor Agent. The (a) Any Agent may at any time give at least 30 days prior written notice of its resignation to the Lenders, the Issuing Lender Lenders and the CompanyBorrower; provided that in no event shall any such successor Agent be a Disqualified Institution. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the approval consent of the CompanyBorrower (not to be unreasonably withheld or delayed), to appoint a successor, or successor Agent; provided that the Borrower’s consent shall not be required if an Affiliate Event of any such bankDefault has occurred and is continuing. If no such successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent gives notice of its resignationresignation (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 and the Issuing Lender, appoint a successor Agent. Whether or not 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 appointmentbeen appointed, then such resignation shall nonetheless become effective in accordance with such notice and on the Resignation Effective Date. (ab) With effect from the Resignation Effective Date, (i) 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 held by such 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 (bii) all payments, communications and determinations provided to be made by, to or through the such retiring Agent shall instead be made by or to each Lender and the Issuing Lender directly, until such time time, if any, as the Required Lenders appoint a successor Agent shall have been appointed as provided for above in this paragraphabove. 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 (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 successorDocuments. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article Article, ‎Section 12.04 and Section 9.5 ‎Section 12.15 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while 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 under 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 Each Agent may resign as such at any time give upon at least 30 days' prior notice of its resignation to the Lenders, the Issuing Lender Bank and the CompanyBorrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with with, so long as no Default or Event of Default shall have occurred and be continuing, the approval consent of the CompanyBorrower, to appoint a successor, or an Affiliate of any such banksuccessor Agent from among the Lenders. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may may, on behalf of the Lenders and the Issuing LenderBank and without Borrower's consent, appoint a successor Agent, which successor shall be a commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, in each case, having combined capital and surplus of at least $250 million; provided that if such retiring Agent meeting is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth above provided that if above, the Agent retiring Agent's resignation shall notify the Company nevertheless thereupon become effective, and the Lenders that no qualifying Person has accepted shall assume and perform all of the duties of the Agent hereunder until such appointmenttime, then if any, as the Required Lenders appoint a successor Agent. Upon the acceptance of its appointment as an Agent hereunder by a successor, such resignation successor shall nonetheless succeed to and become effective in accordance vested with such notice all the rights, powers, privileges and (a) duties of the retiring Agent, and 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 the Issuing Lender directly, until such time as the Required Lenders 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 Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company Borrower and such successor. After the retiring an Agent’s 's resignation hereunder and under the other Loan Documentshereunder, the provisions of this Article IX and Section 9.5 10.03 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties Affiliates in respect of any actions taken or omitted to be taken by any of them while the retiring Agent it 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 under 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 may resign at any time give by giving 30 days' prior written notice of its resignation thereof, to the Lenders and the Borrower. The Agent may be removed as the Agent under the Loan Documents for good cause upon 30 days' prior written notice to the Agent by the Majority Lenders. Upon any such resignation or removal, the Issuing Lender and the Company. Upon receipt of any such notice of resignation, the Required Majority Lenders shall have the right, with the approval of the Company, right to appoint a successor, or an Affiliate of any such banksuccessor Agent. If no such successor Agent shall have been so appointed by the Required Lenders Majority Lenders, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent gives current Agent's giving of notice of its resignationresignation or the Majority Lenders' removal of the current Agent, then the retiring current Agent may may, on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Agent, which shall be a Lender, if any Lender shall be willing to serve. Any successor Agent meeting must be a bank whose debt obligations (or whose parent's debt obligations) are rated not less than investment grade or its equivalent by a Rating Agency and which has total assets in excess of $10,000,000,000. Upon the qualifications set forth above provided that if the acceptance of its appointment as Agent hereunder by a successor Agent, such successor Agent shall notify thereupon succeed to and become vested with all the Company rights and duties of the current Agent, 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 current 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 the Issuing Lender directly, until such time as the Required Lenders 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 any current Agent’s 's resignation hereunder and under the other Loan Documentsas Agent, the provisions of this Article and Section 9.5 shall continue in effect for the inure to its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by it while it was the Agent. Notwithstanding anything contained herein to the contrary, the Agent may assign its rights and duties hereunder to any of them while its affiliates by giving the retiring Agent was acting as Agent. Any resignation by ▇▇▇▇▇ Fargo, as Agent pursuant to this Section shall also constitute its resignation as Issuing Borrower and each 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 under 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 Creditprior written notice thereof.

Successor Agent. The Agent may resign at any time give as Agent under the Loan Documents by giving written notice of its resignation thereof to the LendersLenders and the Borrower. 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 Issuing 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 Term Loans of the Lender and the Company. Upon receipt of any such notice of resignation, the Required Lenders then acting as Agent) shall have the right, with the approval of the Company, right to appoint a successorsuccessor Agent which appointment shall, provided no Default or an Affiliate Event of Default exists, be subject to the Borrower’s approval, which approval shall not be unreasonably withheld or delayed (except that the Borrower shall, in all events, be deemed to have approved each Lender and any such bankof its Affiliates as a successor Agent). If no such successor Agent shall have been so appointed by in accordance with the Required Lenders immediately preceding sentence, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent gives current Agent’s giving of notice of its resignationresignation or the Lenders’ removal of the current Agent, then the retiring current Agent may may, on behalf of the Lenders and the Issuing LenderLenders, 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 appointmentAgent, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Agent which shall be discharged from its duties a Lender, if any Lender shall be willing to serve, and obligations hereunder and under the other Loan Documents and (b) all payments, communications and determinations provided to otherwise shall be made by, to or through the Agent shall instead be made by or to each Lender and the Issuing Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraphan Eligible Assignee. Upon the acceptance of a successor’s any appointment as Agent hereunderhereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) current Agent, and the retiring current 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 successorDocuments. After the retiring any Agent’s resignation or removal hereunder and under the other Loan Documentsas Agent, the provisions of this Article and Section 9.5 shall continue in effect for the to inure to its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by it while it was Agent under the Loan Documents. Notwithstanding anything contained herein to the contrary, the Agent may assign its rights and duties under the Loan Documents to any of them while its Affiliates by giving the retiring Agent was acting as Agent. Any resignation by ▇▇▇▇▇ Fargo, as Agent pursuant to this Section shall also constitute its resignation as Issuing Borrower and each 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 under 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 Creditprior written notice.

Successor Agent. The Agent may resign at any time give as Agent under the Loan Documents by giving written notice of its resignation thereof to the LendersLenders and the Borrower. The Agent may be removed as Agent under the Loan Documents by the Requisite Lenders (other than the Lender then acting as Agent), as a result of the Agent’s gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgment, upon 30-days’ prior written notice to the Agent. Upon any such resignation or removal, the Issuing Requisite Lenders (other than the Lender and then acting as Agent, in the Company. Upon receipt case of any such notice the removal of resignation, the Required Lenders Agent under the immediately preceding sentence) shall have the right, with the approval of the Company, right to appoint a successorsuccessor Agent which appointment shall, provided no Default or an Affiliate Event of any such bankDefault exists, be subject to the Borrower’s approval, which approval shall not be unreasonably withheld or delayed (except that the Borrower shall, in all events, be deemed to have approved each Lender and its Affiliates that are Qualified Institutions as a successor Agent). If no such successor Agent shall have been so appointed by in accordance with the Required Lenders immediately preceding sentence, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent gives resigning Agent’s giving of notice of its resignationresignation or the Lenders’ removal of the resigning Agent, then the retiring resigning or removed Agent may may, on behalf of the Lenders and the Issuing LenderLenders, 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 appointmentAgent, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Agent which shall be discharged from its duties a Lender, if any Lender shall be willing to serve, and obligations hereunder and under the other Loan Documents and (b) all payments, communications and determinations provided to otherwise shall be made by, to or through the Agent shall instead be made by or to each Lender and the Issuing Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraphcommercial bank having total combined assets of at least $50,000,000,000. Upon the acceptance of a successor’s any appointment as Agent hereunderhereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) removed Agent, and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this 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 successorDocuments. After the retiring any Agent’s resignation or removal hereunder and under the other Loan Documentsas Agent, the provisions of this Article and Section 9.5 XI shall continue in effect for the to inure to its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was 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 under 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 Subject to the appointment of a successor as set forth herein, the Administrative Agent or the Collateral Agent may at any time give resign upon 10 days’ notice of its resignation to the Lenders, the Issuing Lender Lenders and the Company. Upon receipt of any such notice of resignation, Parent Borrower and if the Required Lenders shall have the right, with the approval of the Company, to appoint Administrative Agent is a successor, Defaulting Lender or an Affiliate of any such bank. If no such successor shall have been so appointed by a Defaulting Lender, either the Required Lenders and shall have accepted or the Parent Borrower may, upon 10 days’ notice to the Administrative Agent as applicable, remove such appointment within thirty (30) days after Agent. If the retiring Administrative 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 or Collateral 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 resign or be removed as Administrative 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 the Issuing Lender directly, until such time as the Required Lenders 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) Collateral Agent, as applicable, under this Agreement 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 resignation hereunder and under the other Loan Documents, then the Required Lenders (in the case of the Administrative Agent) shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall be subject to approval by the Parent Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent or the Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor agent effective upon such appointment and approval, and the former Agent’s rights, powers and duties as Administrative Agent or Collateral Agent, as applicable, shall be terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement or any holders of the Loans or issuers of Letters of Credit. Each of the Syndication Agent and each Co-Documentation Agent, may resign as an Agent hereunder upon 10 days’ notice to the Administrative Agent, Lenders and the Parent Borrower, or if any such Agent is a Defaulting Lender or an Affiliate of a Defaulting Lender, either the Required Lenders or the Parent Borrower may, upon 10 days’ notice to such Agent, remove such Agent. If the Collateral Agent, the Syndication Agent or any Co-Documentation Agent shall resign or be removed as Collateral Agent, Syndication Agent, or Co-Documentation Agent hereunder, as applicable, the duties, rights, obligations and responsibilities of such Agent hereunder, if any, shall automatically be assumed by, and inure to the benefit of, the Administrative Agent, without any further act by any Agent or any Lender. After any retiring Agent’s resignation or removal as Agent, the provisions of this Article and Section 9.5 10 shall continue in effect for the inure to its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was Agent was acting as Agent. Any resignation by ▇▇▇▇▇ Fargo, as Agent pursuant to under this Section shall also constitute its resignation as Issuing Lender Agreement 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 under the other Loan Documents. Additionally, after such retiring Agent’s resignation or removal as such Agent, the provisions of this Section 10.10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement and (c) the successor other Loan Documents. After the resignation or removal of any Administrative Agent pursuant to the preceding provisions of this Section 10.10, such resigning or removed Administrative Agent shall not be required to act as Issuing Lender shall issue letters of credit in substitution for the any Letters of Credit, if any, outstanding at Credit to be issued after the time date of such succession resignation or make other arrangements satisfactory to removal, although the retiring Issuing Lender to effectively assume the obligations of the retiring resigning or removed Administrative Agent shall retain all rights hereunder as Issuing Lender with respect to such all Letters of CreditCredit issued by it prior to the effectiveness of its resignation or removal as Administrative Agent hereunder.

Successor Agent. (a) The Agent may resign as Agent upon 30 days’ notice to the Lenders and the Borrowers and the Agent shall be replaced (but not removed without a replacement) at any time give notice the written request of its resignation the Required Lenders upon the occurrence and during the continuance of an Event of Default (as reasonably determined by the Required Lenders) by an instrument or concurrent instruments in writing delivered to the Borrowers and the Agent and signed by the Required Lenders. If the Agent shall resign or be replaced as Agent under this Agreement and the other Loan Documents, then the Required Lenders (with the consent of all Lenders, not to be unreasonably withheld, conditioned or delayed, it being understood and agreed that each Lender as of the Amendment Effective Date consents to the replacement of the Agent with an affiliate of Wilmington Trust) shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default shall have occurred and be continuing) be subject to approval by the Issuing Lender Borrowers (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Agent, and the Companyterm “Agent” shall mean such successor agent effective upon such appointment and approval, and the former Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement or any holders of Loans. Upon receipt of any such If no successor agent has accepted appointment as Agent by the date that is 30 days following a retiring Agent’s notice of resignation, the Required Lenders retiring Agent’s resignation shall have the rightnevertheless thereupon become effective, 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 Lender, 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 assume and (a) perform all of 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 of the Agent shall instead be made by or to each Lender and the Issuing Lender directlyhereunder, until such time time, if any, as the Required Lenders appoint a successor Agent 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 successorabove. After the any retiring Agent’s resignation hereunder and under the other Loan Documentsor removal as Agent, the provisions of this Article and Section 9.5 VIII shall continue in effect for the inure to its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was Agent was acting as Agent. Any resignation by ▇▇▇▇▇ Fargo, as Agent pursuant to under this Section shall also constitute its resignation as Issuing Lender Agreement 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 under 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 (a) Any Agent may at any time give at least 30 days prior written notice of its resignation to the Lenders, the Issuing Lender Lenders and the CompanyBorrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the approval of the Company, right to appoint a successor, or an Affiliate of any such banksuccessor Agent. If no such successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent gives notice of its resignationresignation (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 and the Issuing LenderLenders, appoint a successor Agent. Whether or not 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 appointmentbeen appointed, then such resignation shall nonetheless become effective in accordance with such notice and on the Resignation Effective Date. (ab) With effect from the Resignation Effective Date, (i) 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 held by such 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 (bii) all payments, communications and determinations provided to be made by, to or through the such retiring Agent shall instead be made by or to each Lender and the Issuing Lender directly, until such time time, if any, as the Required Lenders appoint a successor Agent shall have been appointed as provided for above in this paragraphabove. 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 (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 successorDocuments. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article Article, Sections 11.4 and Section 9.5 11.15 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while 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 under 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. (a) The Agent may may, upon five (5) Business Days' notice to the Lenders and the Funds Administrator, resign at any time give notice (effective upon the appointment of its resignation a successor Agent pursuant to the Lenders, provisions of this Section 10.9) by giving written notice thereof to the Issuing Lender Lenders and the CompanyFunds Administrator. Upon receipt of any such notice of resignation, the Required Majority Lenders shall have the right, upon five (5) days' notice to the Funds Administrator (and with the approval consent of the CompanyBorrowers, which consent shall not be unreasonably withheld or delayed), to appoint a successor, or an Affiliate of any such banksuccessor Agent. If no such successor Agent (i) shall have been so appointed by the Required Majority Lenders and (ii) shall have accepted such appointment appointment, within thirty (30) days after the retiring Agent gives Agent's giving of notice of its resignation, then then, upon five (5) days' notice, the retiring Agent may may, on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Agent. (b) Upon the acceptance of any appointment as Agent meeting the qualifications set forth above provided that if the hereunder by a successor Agent, such successor Agent shall notify thereupon succeed to and become vested with all the Company rights, powers, privileges and duties of the Lenders that no qualifying Person has accepted such appointmentretiring Agent, 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 the Issuing Lender directly, until such time as the Required Lenders 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 successorCredit Agreement. After the any retiring Agent’s 's resignation hereunder and under the other Loan Documentsas Agent, the provisions of this Article and Section 9.5 10 shall continue in effect for the inure to its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was Agent was acting as Agent. Any resignation by ▇▇▇▇▇ Fargo, as Agent pursuant to under 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 under the other Loan Documents, and Credit Agreement. (c) In the event of a material breach by the Agent of its duties hereunder, the Agent may be removed by the Majority Lenders for cause and the provisions of this Section 10.9 shall apply to the appointment of a successor Agent. Such removal of the Agent shall also operate, if at the time any such Person is serving as such, as a removal of DBTCo and each of its Serving Affiliates, if any, as an Issuing Lender Lender, subject to Section 10.9(d). (d) No removal of DBTCo, Deutsche Bank AG or any of its Serving Affiliates pursuant to Section 10.9(c), as an Issuing Lender, shall issue be effective unless its Liabilities under each Letter of Credit are secured with cash or by letters of credit in substitution for the Letters of Creditform and substance, if anyand issued by issuers, outstanding at the time of such succession or make other arrangements reasonably satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to DBTCo, Deutsche Bank AG or such Letters of CreditServing Affiliate.

Successor Agent. The (a) Each Agent may resign from the performance of all its functions and duties hereunder and under the other Loan Documents at any time give by giving at least 30 Business Days prior written notice to Administrative Borrower and each Lender. Such resignation shall take effect upon the acceptance by a successor Agent of its resignation appointment pursuant to the Lenders, the Issuing Lender clauses (b) and the Company. (c) below or as otherwise provided below. (b) Upon receipt of any such notice of resignation, the Required Lenders shall have the right, (with the approval consent of the CompanyParent, to appoint a successorwhich consent shall not be unreasonably withheld, delayed, or conditioned and which consent shall not be required if an Affiliate Event of any such bank. If no such successor Default has occurred and is continuing) 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 Lender, appoint a successor Agent. Upon the acceptance of any appointment as Agent meeting the qualifications set forth above provided that if the hereunder by a successor Agent, such successor Agent shall notify thereupon succeed to and become vested with all the Company rights, powers, privileges and duties of the Lenders that no qualifying Person has accepted such appointmentretiring Agent, 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 under this Agreement 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 the Issuing Lender directly, until such time as the Required Lenders 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 successorDocuments. After the retiring any Agent’s resignation hereunder and under the other Loan Documentsas an Agent, the provisions of this Article and Section 9.5 X shall continue in effect for the inure to its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was an Agent was acting as Agent. Any resignation by ▇▇▇▇▇ Fargo, as Agent pursuant to under this Section shall also constitute its resignation as Issuing Lender Agreement 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 under the other Loan Documents, and . (c) If a successor Agent shall not have been so appointed within said thirty (30) Business Day period, the retiring Agent, with the consent of the other Agent (and with the consent of the Parent, which consent shall not be unreasonably withheld, delayed, or conditioned and which consent shall not be required if an Event of Default has occurred and is continuing) shall then appoint a successor Issuing Lender Agent who shall issue letters of credit in substitution for the Letters of Creditserve as an Agent until such time, 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 Creditas a successor Agent is appointed as provided above.

Successor Agent. The Subject to the appointment and acceptance of a Successor Agent as provided in this Section, and subject to Section 9.7(6)(d), the Agent may resign at any time give by giving 30 days written notice of its resignation thereof to the Lenders, the Issuing Lender Lenders and the CompanyBorrower, and may be removed at any time by the Required Lenders upon 30 days written notice. Upon receipt of any such notice by the Lenders of the resignation of the Agent, or upon giving notice of resignationtermination to the Agent, the Required Lenders shall have the rightmay, with the approval of the Companywithin 21 days, to appoint a successorsuccessor from among the Lenders or, if no Lender is willing to accept such an appointment, from among other banks or an Affiliate authorized foreign banks to which the Bank Act (Canada) applies, which have combined capital and reserves in excess of any such bank$250,000,000, and which have offices in Toronto (the “Successor Agent”). If no such successor shall have Successor Agent has been so appointed by the Required Lenders and shall have has accepted such appointment within thirty (30) 21 days after the retiring Agent gives Agent’s giving of notice of its resignationresignation or receiving of notice of termination, then the retiring Agent may may, on behalf of the Lenders and the Issuing LenderLenders, 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 the Issuing Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraphSuccessor Agent. Upon the acceptance of a successor’s any appointment as Agent hereunderhereunder by a Successor Agent, such successor the retiring Agent shall pay the Successor Agent any unearned portion of any fee paid to the Agent for acting as such, and the Successor Agent 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 further duties and obligations hereunder or as Agent under this Agreement and the other Loan Documents (if but for greater certainty, shall not already be discharged therefrom as provided above in this paragraphfrom any existing liabilities resulting from its own gross negligence or wilful misconduct). 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 any retiring Agent’s resignation hereunder and under the other Loan Documentsas Agent, the provisions of this Article and Section 9.5 shall continue in effect for the to enure to its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of be binding upon it as to any actions taken or omitted to be taken by any it while it was Agent hereunder. Each Obligor shall, at its expense, at the request of them while the retiring Agent was acting Successor Agent, do all such further acts and execute and deliver all such further documents, agreements, certificates and instruments as may, in the reasonable opinion of the Successor Agent. Any resignation by ▇▇▇▇▇ Fargo, as Agent pursuant be necessary or desirable in order to fully perform and carry out the purpose and intent of 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 ensure that any Security granted in favour of the rights, powers, privileges and duties Agent on behalf 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 under the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution Lenders continues 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 benefit of the retiring Issuing Lender with respect to such Letters Successor Agent on behalf of Creditthe Lenders.

Successor Agent. The Administrative Agent may at any time give notice of its resignation to the Lenders, the Issuing Lender Swingline Lender, the Letter of Credit Issuer and the CompanyBorrower. If the Administrative Agent and/or Swingline Lender becomes a Defaulting Lender, then such Administrative Agent or Swingline Lender may be removed as the Administrative Agent or Swingline Lender, as the case may be, at the reasonable request of the Borrower and the Majority Lenders. Upon receipt of any such notice of resignationresignation or removal, as the case may be, the Required Majority Lenders shall have the right, with subject to the approval consent of the CompanyBorrower (not to be unreasonably withheld or delayed) so long as no Default under Section 11.1 or 11.5 is continuing, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bankbank with an office in the United States. If If, in the case of the resignation of the Administrative Agent, no such successor shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders Lenders, the Swingline Lender and the Issuing LenderLetter of Credit Issuer, appoint a successor Administrative 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 the Issuing Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraphabove. Upon the acceptance of a successor’s appointment as the Administrative Agent hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Majority Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Documents, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Credit Documents (if not already discharged therefrom as provided above in this paragraphSection). The fees payable by the Company Borrower (following the effectiveness of such appointment) to a the successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Credit Documents, the provisions of this Article Section 12 (including Section 12.7) and Section 9.5 13.5 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as the Administrative Agent. Any resignation by ▇▇▇▇▇ Fargo, of any Person as Administrative Agent pursuant to this Section shall also constitute its resignation as Issuing Lender the Letter of Credit Issuer and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative 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 Letter of their respective duties and obligations hereunder or under 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.Credit Issuer,

Successor Agent. The Agent may resign as Agent at any time give upon thirty (30) days’ prior notice to ▇▇▇▇▇▇▇ (unless such notice is waived by Required Lenders) and Borrower. If Agent resigns under this Agreement, Required Lenders shall, with the consent of its the Borrower (which shall not be unreasonably withheld or delayed and shall not be required if an Event of Default has occurred and is continuing), appoint from among ▇▇▇▇▇▇▇ a successor agent for Lenders. If no successor agent is appointed prior to the effective date of the resignation to of Agent, the Agent may, with the consent of the Borrower (which shall not be unreasonably withheld or delayed and shall not be required if an Event of Default has occurred and is continuing), on behalf of the Lenders, the Issuing Lender and the Company. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the approval of the Company, to appoint a successorsuccessor 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 , who shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring serve as 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 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 the Issuing Lender directly, until such time time, if any, as the Required Lenders appoint a successor Agent as provided for above in this paragraphabove. If no successor Agent has been appointed pursuant to the foregoing sentence by such 30th day after the date such notice of resignation was given by such Agent, such Agent’s resignation shall become effective and the Required Lenders shall thereafter perform all the duties of such Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Agent. Upon the acceptance of a successor’s its appointment as Agent hereundersuccessor agent ▇▇▇▇▇▇▇▇▇, such successor agent shall succeed to and become vested with all of the rights, powers, privileges powers and duties of the retiring (or retired) Agent and the term “Agent” shall mean such successor agent, and the retiring Agent’s appointment, powers and duties as 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 successorterminated. After the any retiring Agent’s resignation hereunder and under the other Loan Documentsas Agent, the provisions of this Article Section 9 and Section 9.5 Sections 10.4 and 10.5 shall continue in effect for the to inure to its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any it while it was Agent under this 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 them while resignation, the retiring Agent was acting as Agent. Any ’s resignation by shall nevertheless thereupon become effective and ▇▇▇▇▇▇▇ 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 perform 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 Agent hereunder or under the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credituntil such time, 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 Creditas Required ▇▇▇▇▇▇▇ appoint a successor agent as provided for above. 9.10 [Reserved].

Successor Agent. (a) The Agent may resign at any time give as Agent under the Loan Documents by giving written notice thereof to the Lenders and the Borrower. The Agent may be removed as Agent under the Loan Documents by the Requisite Lenders (other than the Lender then acting as Agent) or the Borrower as a result of its resignation gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgment upon 30 days’ prior written notice to the LendersAgent. Upon any such resignation or removal, the Issuing Requisite Lenders (other than the Lender and then acting as Agent, in the Company. Upon receipt case of any such notice the removal of resignation, the Required Lenders Agent under the immediately preceding sentence) shall have the right, with the approval of the Company, right to appoint a successorsuccessor Agent which appointment shall, provided no Default or an Affiliate Event of any such bankDefault exists, be subject to the Borrower’s approval, which approval shall not be unreasonably withheld or delayed (except that the Borrower shall, in all events, be deemed to have approved each Lender and its Affiliates that are Qualified Institutions as a successor Agent). If no such successor Agent shall have been so appointed by in accordance with the Required Lenders immediately preceding sentence, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent gives resigning Agent’s giving of notice of its resignationresignation or the Lenders’ removal of the resigning Agent, then the retiring resigning or removed Agent may may, on behalf of the Lenders and the Issuing LenderLenders, 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 appointmentAgent, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Agent which shall be discharged from its duties a Lender, if any Lender shall be willing to serve, and obligations hereunder and under the other Loan Documents and (b) all payments, communications and determinations provided to otherwise shall be made by, to or through the Agent shall instead be made by or to each Lender and the Issuing Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraphcommercial bank having total combined assets of at least $50,000,000,000. Upon the acceptance of a successor’s any appointment as Agent hereunderhereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) removed Agent, and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this 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 successorDocuments. After the retiring any Agent’s resignation or removal hereunder and under the other Loan Documentsas Agent, the provisions of this Article XI and Section 9.5 Sections 12.2 and 12.9 shall continue in effect for to inure to the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any it while it was Agent under the Loan Documents. (b) Notwithstanding paragraph (a) of them while 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 was acting as Agent. Any resignation by ▇▇▇▇▇ Fargogives notice of its intent to resign, as the retiring Agent pursuant to this Section shall also constitute may give notice of the effectiveness of its resignation as Issuing Lender to the Lenders and Swingline Lender. Upon the acceptance Borrower, whereupon, on the date of a successor’s appointment as Agent hereundereffectiveness of such resignation stated in such notice, (ai) such successor the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (ii) the Requisite Lenders shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, Agent; provided that (bA) the retiring Issuing Lender and Swingline Lender shall all payments required to be discharged from all of their respective duties and obligations made hereunder or under the any other Loan Documents, Document to the Agent for the account of any Person other than the Agent shall be made directly to such Person and (cB) 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 all notices and other communications required or make other arrangements satisfactory contemplated to be given or made to the retiring Issuing Lender Agent shall directly be given or made to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Crediteach Lender.

Successor Agent. The Agent may at any time give resign as Agent upon 30 days' notice of its resignation to the Lenders, the Issuing Lender and the Company. Upon receipt of any such 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 LenderBorrower. In the event BABC sells all of its Commitments and Revolving Loans as part of a sale, transfer or other disposition by ▇▇▇▇ of substantially all of its loan portfolio, ▇▇▇▇ shall resign as Agent and such purchaser or transferee shall become the successor Agent hereunder. If the Agent resigns under this Agreement, subject to the proviso in the preceding sentence, the Majority Lenders shall appoint from among the Lenders a successor Agent meeting agent for the qualifications set forth above provided that if Lenders. If no successor agent is appointed prior to the effective date of the resignation of the Agent, the Agent shall notify may appoint, after consulting with the Company Lenders and the Lenders that no qualifying Person has accepted such appointmentBorrower, 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 the Issuing Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraphagent from among the Lenders. Upon the acceptance of a successor’s its appointment as Agent hereundersuccessor agent ▇▇▇▇▇▇▇▇▇, such successor agent shall succeed to and become vested with all of the rights, powers, privileges powers and duties of the retiring (or retired) Agent and the term "Agent, " shall mean such successor agent and the retiring Agent's appointment, powers and duties as 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 successorterminated. After the any retiring Agent’s 's resignation hereunder and under the other Loan Documentsas Agent, the provisions of this Article and Section 9.5 16 shall continue in effect for the inure to its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any it while it was 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 them while resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Agent was acting hereunder until such time, if any, as Agent. Any resignation by the Majority ▇▇▇▇▇▇▇ Fargo, appoint a successor agent as Agent pursuant provided for above. Notwithstanding any provision in this Agreement to this Section shall also constitute its resignation as Issuing Lender and Swingline Lender. Upon the acceptance of a successor’s appointment as Agent hereundercontrary, (ai) such BABC may assign or transfer its Commitments and Revolving Loans and other interests to Bank of America, (ii) Bank of America may become successor shall succeed to and become vested with agent under this Agreement, and(iii) in the event that BABC assigns all of its Loans to an Affiliate, such Affiliate shall automatically become the rightssuccessor agent hereunder upon the effective date of such assignment, powersin each case, privileges and duties without the consent of the retiring Issuing Lender and Swingline LenderLenders, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder Majority Lenders or under 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 CreditBorrowers.

Successor Agent. The (a) Subject to the appointment of a successor as set forth herein, the Administrative Agent, the Domestic Collateral Agent and the PRUSVI Collateral Agent may at any time give resign as Administrative Agent, Domestic Collateral Agent or PRUSVI Collateral Agent, respectively, upon 10 days’ notice of its resignation to the Lenders, the Issuing Lender and the Company. Upon receipt of any such 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 applicable Lenders and the Issuing Lender, appoint a successor Parent Borrower. If the Administrative Agent meeting or the qualifications set forth above provided that if the PRUSVI Collateral 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 resign as Administrative 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 the Issuing Lender directly, until such time as the Required Lenders 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) PRUSVI Collateral Agent, as applicable, under this Agreement 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 resignation hereunder and under the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall be subject to approval by the Parent Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent or the PRUSVI Collateral Agent, as applicable, and the term “Administrative Agent” or “PRUSVI Collateral Agent”, as applicable, shall mean such successor agent effective upon such appointment and approval, and the former Agent’s rights, powers and duties as Administrative Agent or PRUSVI Collateral Agent, as applicable, shall be terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement or any holders of the Loans. If the Domestic Collateral Agent shall resign as Domestic Collateral Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint a successor Domestic Collateral Agent for the Lenders, which successor agent shall be subject to approval by the Parent Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Domestic Collateral Agent, and the term “Domestic Collateral Agent” shall mean such successor agent effective upon such appointment and approval, and the former agent’s rights, powers and duties of the Domestic Collateral Agent shall be terminated, without any other or further act or deed on the part of the former agent or any of the parties to this Agreement or any holders of the Loans. After any retiring Agent’s resignation or removal as Agent, the provisions of this Article and Section 9.5 10 shall continue in effect for the inure to its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was Agent was acting as Agent. Any resignation by ▇▇▇▇▇ Fargo, as Agent pursuant to under this Section shall also constitute its resignation as Issuing Lender Agreement 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 under the other Loan Documents. Additionally, after such retiring Agent’s resignation as such Agent, the provisions of this subsection shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement 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 CreditLoan Documents.

Successor Agent. The Agent may resign at any time give by giving written notice thereof to the Lenders and the Borrower, 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 resignation intention to the Lenders, the Issuing Lender and the Companyresign. Upon receipt of any such notice of resignation, the Required Lenders shall have the rightright to appoint, with the approval on behalf of the CompanyBorrower and the Lenders, a successor Agent; provided, however, that such appointment, unless made during the continuance of an Unmatured Default, shall be subject to appoint a successorthe consent of the Borrower, or an Affiliate of any such bankwhich consent shall not be unreasonably withheld. If no such successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent gives resigning Agent's giving notice of its resignationintention to resign, then the retiring resigning Agent may appoint, on behalf of the Lenders Borrower and the Issuing 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 meeting the qualifications set forth above provided that if hereunder. If the Agent shall notify has resigned and no successor Agent has been appointed, the Company Lenders may perform all the duties of the Agent hereunder and the Lenders that no qualifying Person 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 shall be deemed to be appointed hereunder until such successor Agent has accepted the appointment. Any such appointmentsuccessor Agent shall be a commercial bank having capital and retained earnings of at least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, then 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 shall nonetheless become effective in accordance with such notice and (a) of the retiring Agent, the resigning 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 the Issuing Lender directly, until such time as the Required Lenders 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 successorDocuments. After the retiring effectiveness of the resignation of an Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 9.5 X shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties Agent in respect of any actions taken or omitted to be taken by any of them it while the retiring Agent it was acting as Agent. Any resignation by ▇▇▇▇▇ Fargo, as the Agent pursuant to this Section shall also constitute its resignation as Issuing Lender hereunder 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 under the other Loan Documents, and (c) . In the event that there is a 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 Agent by merger, or the Agent assigns its duties and obligations to effectively assume an Affiliate pursuant to this Section 10.12, then the obligations term "`Prime Rate" as used in this Agreement shall mean the prime rate, base rate or other analogous rate of the retiring Issuing Lender with respect to such Letters of Creditnew Agent.

Successor Agent. The Agent (a) may resign at any time give as Agent under the Loan Documents by giving written notice of its resignation thereof to the Lenders, the Issuing Lender Lenders and the CompanyBorrower or (b) may be removed as administrative agent by all of the Lenders acting unanimously (other than the Lender then acting as Agent) and the Borrower upon 30 days’ prior written notice if the Agent (i) is found by a court of competent jurisdiction in a final, non-appealable judgment to have committed gross negligence or willful misconduct in the course of performing its duties hereunder or (ii) has become or is insolvent or has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment. Upon receipt of any such notice of resignationresignation or removal, the Required Lenders shall have the right, with the approval of the Company, right to appoint a successorsuccessor Agent which appointment shall, provided no Default or an Affiliate Event of Default exists, be subject to the Borrower’s approval, which approval shall not be unreasonably withheld or delayed (except that the Borrower shall, in all events, be deemed to have approved each Lender and any such bankof its Affiliates as a successor Agent). If no such successor Agent shall have been so appointed by in accordance with the Required Lenders immediately preceding sentence, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent gives current Agent’s giving of notice of its resignationresignation or upon the removal of the current Agent, then the retiring current Agent may may, on behalf of the Lenders and the Issuing LenderBank, appoint a successor Agent meeting the qualifications set forth above Agent, which shall be a Lender, if any Lender shall be willing to serve, and otherwise shall be an Eligible Assignee; provided that if the Agent shall notify the Company Borrower and the Lenders that no qualifying Person Lender has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (b2) 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 the Issuing Lender Bank directly, until such time as the Required Lenders appoint a successor Agent has been appointed as provided for above in this paragraphSection; provided, further that such Lenders and the Issuing Bank so acting directly shall be and be deemed to be protected by all indemnities and other provisions herein for the benefit and protection of the Agent as if each such Lender or Issuing Bank were itself the Agent. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Agent, and the retiring or removed Agent shall be discharged from its duties and obligations under the Loan Documents. Any resignation by, or removal of, an Agent shall also constitute the resignation by, or removal of, the Lender then acting as Agent as the Issuing Bank and as the Swingline Lender (the “Resigning Lender”). Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of hereunder (i) the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent Resigning Lender shall be discharged from all of its duties and obligations hereunder or under of the other Loan Documents (if not already discharged therefrom as provided above in this paragraph). The fees payable by Issuing Bank and 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 resignation Swingline Lender hereunder and under the other Loan DocumentsDocuments and (ii) the successor Issuing Bank shall issue letters of credit in substitution for all Letters of Credit issued by the Resigning Lender as Issuing Bank outstanding at the time of such succession (which letters of credit issued in substitutions shall be deemed to be Letters of Credit issued hereunder) or make other arrangements satisfactory to the Resigning Lender to effectively assume the obligations of the Resigning Lender with respect to such Letters of Credit. After any Agent’s resignation or removal hereunder as Agent, the provisions of this Article and Section 9.5 XI. shall continue in effect for the to inure to its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by it while it was Agent under the Loan Documents. Notwithstanding anything contained herein to the contrary, the Agent may assign its rights and duties under the Loan Documents to any of them while its Affiliates by giving the retiring Agent was acting as Agent. Any resignation by ▇▇▇▇▇ Fargo, as Agent pursuant to this Section shall also constitute its resignation as Issuing Borrower and each 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 under 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 Creditprior written notice.

Successor Agent. (a) The Agent may resign at any time give as Agent under the Loan Documents by giving written notice thereof to the Lenders and the Borrower. The Agent may be removed as Agent under the Loan Documents (i) by the Requisite Lenders (other than the Lender then acting as Agent) or the Borrower as a result of its resignation gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgment upon 30-days’ prior written notice to the LendersAgent and (ii) by the Borrower as a result of it being a Defaulting Lender or meeting the criteria of a Defaulting Lender, in each case under clauses (a) through (c) of the definition thereof or under clause (d) of the definition thereof solely as a result of it (and not its direct or indirect parent) becoming the subject of a Bankruptcy Event or a Bail-In Action, upon 15 days’ prior written notice so long as Agent is still a Defaulting Lender (or meets the criteria of a Defaulting Lender) under the standards set forth above on the last day of such 15 day notice period. Upon any such resignation or removal, the Issuing Requisite Lenders (other than the Lender and then acting as Agent, in the Company. Upon receipt case of any such notice the removal of resignation, the Required Lenders Agent under the immediately preceding sentence) shall have the right, with the approval of the Company, right to appoint a successorsuccessor Agent which appointment shall, provided no Default or an Affiliate Event of any such bankDefault exists, be subject to the Borrower’s approval, which approval shall not be unreasonably withheld or delayed (except that the Borrower shall, in all events, be deemed to have approved each Lender and its Affiliates that are Qualified Institutions as a successor Agent). If no such successor Agent shall have been so appointed by in accordance with the Required Lenders immediately preceding sentence, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent gives resigning Agent’s giving of notice of its resignationresignation or the Lenders’ removal of the resigning Agent, then the retiring resigning or removed Agent may may, on behalf of the Lenders and the Issuing LenderLenders, 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 appointmentAgent, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Agent which shall be discharged from its duties a Lender, if any Lender shall be willing to serve, and obligations hereunder and under the other Loan Documents and (b) all payments, communications and determinations provided to otherwise shall be made by, to or through the Agent shall instead be made by or to each Lender and the Issuing Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraphcommercial bank having total combined assets of at least $50,000,000,000. Upon the acceptance of a successor’s any appointment as Agent hereunderhereunder by a successor Agent, such successor Agent shall ▇▇▇▇▇▇▇▇▇ succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) removed Agent, and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this 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 successorDocuments. After the retiring any Agent’s resignation or removal hereunder and under the other Loan Documentsas Agent, the provisions of this Article XI and Section 9.5 Sections 12.2 and 12.9 shall continue in effect for to inure to the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any it while it was Agent under the Loan Documents. (b) Notwithstanding paragraph (a) of them while 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 was acting as Agent. Any resignation by ▇▇▇▇▇ Fargogives notice of its intent to resign, as the retiring Agent pursuant to this Section shall also constitute may give notice of the effectiveness of its resignation as Issuing Lender to the Lenders and Swingline Lender. Upon the acceptance Borrower, whereupon, on the date of a successor’s appointment as Agent hereundereffectiveness of such resignation stated in such notice, (ai) such successor the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (ii) the Requisite Lenders shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, Agent; provided that (bA) the retiring Issuing Lender and Swingline Lender shall all payments required to be discharged from all of their respective duties and obligations made hereunder or under the any other Loan Documents, Document to the Agent for the account of any Person other than the Agent shall be made directly to such Person and (cB) 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 all notices and other communications required or make other arrangements satisfactory contemplated to be given or made to the retiring Issuing Lender Agent shall directly be given or made to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Crediteach Lender.

Successor Agent. (a) The Agent may may, upon five (5) Business Days' notice to the Lenders and the Funds Administrator, resign at any time give notice (effective upon the appointment of its resignation a successor Agent pursuant to the Lenders, provisions of this SECTION 10.9) by giving written notice thereof to the Issuing Lender Lenders and the CompanyFunds Administrator. Upon receipt of any such notice of resignation, the Required Majority Lenders shall have the right, with upon five (5) days' notice to the approval of the CompanyFunds Administrator, to appoint a successor, or an Affiliate of any such banksuccessor Agent. If no such successor Agent (i) shall have been so appointed by the Required Majority Lenders and (ii) shall have accepted such appointment appointment, within thirty (30) days after the retiring Agent gives Agent's giving of notice of its resignation, then then, upon five (5) days' notice, the retiring Agent may may, on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Agent meeting the qualifications set forth above provided that if Agent. Resignation of the Agent under this Credit Agreement shall notify also constitute a resignation of the Company Agent under the other Credit Documents and appointment of a successor Agent shall constitute an appointment of the Lenders that no qualifying Person has accepted successor Agent under all other Credit Documents. (b) Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such appointmentsuccessor Agent shall thereupon succeed to and become vested with all the rights, then such resignation shall nonetheless become effective in accordance with such notice powers, privileges and (a) duties of the retiring Agent, and 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 the Issuing Lender directly, until such time as the Required Lenders 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 successorCredit Agreement. After the any retiring Agent’s 's resignation hereunder and under the other Loan Documentsas Agent, the provisions of this Article and Section 9.5 ARTICLE 10 shall continue in effect for the inure to its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the it was Agent under this Credit Agreement. The retiring Agent was acting shall assign to the successor Agent all liens granted under the Collateral Documents and deliver to the successor Agent all pledged Collateral in its possession, and take all such other actions, at the expense of Borrowers, as may be reasonably requested to effect the succession of the successor Agent under the Credit Documents. (c) In the event of a material breach by the Agent of its duties hereunder, the Agent may be removed by the Majority Lenders for cause and the provisions of this SECTION 10.9 shall apply to the appointment of a successor Agent. Any resignation by ▇▇▇▇▇ FargoSuch removal of the Agent shall also operate, if at the time any such Person is serving as such, as Agent pursuant a removal of DBTCo. and each of its Serving Affiliates, if any, as an Issuing Bank, subject to this Section shall also constitute its resignation as Issuing SECTION 10.9(d). (d) No removal of DBTCo., Deutsche Bank, any 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 or any of their respective duties and obligations hereunder Serving Affiliates pursuant to SECTION 10.9(c), as an Issuing Bank, shall be effective unless its Liabilities under each Letter of Credit are secured with cash or under the other Loan Documents, and (c) the successor Issuing Lender shall issue by letters of credit in substitution for the Letters of Creditform and substance, if anyand issued by issuers, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing DBTCo., Deutsche Bank, such Lender to effectively assume the obligations of the retiring Issuing Lender with respect to or such Letters of CreditServing Affiliate.

Successor Agent. The Agent may resign at any time give by giving not less than thirty (30) days' prior written notice of its resignation thereof to the Lenders, the Issuing Lender Lenders and the CompanyBorrower. Upon receipt of any such notice of resignation, the Required Requisite Lenders shall have the right, with the approval of the Company, right to appoint a successor, or an Affiliate of any such banksuccessor Agent which shall be reasonably acceptable to Borrower. If no such successor Agent shall have been so appointed by the Required Requisite Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent gives resigning Agent's giving notice of its resignation, then the retiring resigning Agent may may, on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Agent meeting the qualifications set forth above provided that Agent, which shall be a Lender, if the Agent shall notify the Company and the Lenders that no qualifying Person has accepted a Lender is willing to accept such appointment, then or otherwise shall be a commercial bank or financial institution organized under the laws of the United States of America or of any State thereof having 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 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 the Issuing Lender directly, Requisite Lenders shall thereafter perform all the duties of Agent hereunder until such time time, if any, as the Required Requisite Lenders appoint a successor Agent (which shall be reasonably acceptable to Borrower) as provided for above in this paragraphabove. Upon the acceptance of a successor’s any appointment as Agent hereunderhereunder by a successor Agent, such successor Agent shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) resigning Agent, and the retiring resigning 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 Agreement and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, except that any indemnity rights or other rights in favor of such resigning Agent shall continue. After any resigning Agent's resignation hereunder, the provisions of this Article and Section 9.5 SECTION 9 shall continue in effect for the inure to its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was Agent was acting as Agent. Any resignation by ▇▇▇▇▇ Fargo, as Agent pursuant to under this Section shall also constitute its resignation as Issuing Lender Agreement 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 under 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 may resign at any time give as Agent under the Loan Documents by giving written notice of its resignation thereof to the LendersLenders and the Borrower. 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 Issuing 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 Commitment of the Lender and the Company. Upon receipt of any such notice of resignation, the Required Lenders then acting as Agent) shall have the right, with the approval of the Company, right to appoint a successorsuccessor Agent which appointment shall, provided no Default or an Affiliate Event of Default exists, be subject to the Borrower’s approval, which approval shall not be unreasonably withheld or delayed (except that the Borrower shall, in all events, be deemed to have approved each Lender and any such bankof its affiliates as a successor Agent). If no such successor Agent shall have been so appointed by in accordance with the Required Lenders immediately preceding sentence, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent gives current Agent’s giving of notice of its resignationresignation or the Lenders’ removal of the current Agent, then the retiring current Agent may may, on behalf of the Lenders and the Issuing LenderLenders, 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 appointmentAgent, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Agent which shall be discharged from its duties a Lender, if any Lender shall be willing to serve, and obligations hereunder and under the other Loan Documents and (b) all payments, communications and determinations provided to otherwise shall be made by, to or through the Agent shall instead be made by or to each Lender and the Issuing Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraphan Eligible Assignee. Upon the acceptance of a successor’s any appointment as Agent hereunderhereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) current Agent, and the retiring current 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 successorDocuments. After the retiring any Agent’s resignation or removal hereunder and under the other Loan Documentsas Agent, the provisions of this Article and Section 9.5 shall continue in effect for the to inure to its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by it while it was Agent under the Loan Documents. Notwithstanding anything contained herein to the contrary, the Agent may assign its rights and duties under the Loan Documents to any of them while its affiliates by giving the retiring Borrower and each Lender prior written notice; provided, that Agent was acting as Agent. Any resignation will bear any expenses incurred 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 Borrower or under the any other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit Party in substitution for the Letters of Credit, if any, outstanding at the time of connection with 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 Creditassignment.

Successor Agent. The (a) Any Agent may at any time give at least 30 days prior written notice of its resignation to the Lenders, the Issuing Lender L/C Issuer and the CompanyAdministrative Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the approval of the CompanyAdministrative Borrower, to appoint a successor, or an Affiliate of any such banksuccessor Agent. If no such successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent gives notice of its resignationresignation (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 and the Issuing LenderL/C Issuer, appoint a successor Agent. Whether or not 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 appointmentbeen appointed, then such resignation shall nonetheless become effective in accordance with such notice and on the Resignation Effective Date. (ab) With effect from the Resignation Effective Date, (i) the retiring Agent shall 130 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 or the L/C Issuer 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 (bii) all payments, communications and determinations provided to be made by, to or through the such retiring Agent shall instead be made by or to each Lender and the Issuing Lender L/C Issuer directly, until such time time, if any, as the Required Lenders appoint a successor Agent shall have been appointed as provided for above in this paragraphabove. 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 (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 successorDocuments. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article Article, Section 12.04 and Section 9.5 12.15 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties Agent in respect of any actions taken or omitted to be taken by any of them it while 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 under 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. (a) The Agent may may, upon five (5) Business Days' notice to the Lenders and the Borrower, resign at any time give notice (effective upon the appointment of its resignation a successor Agent pursuant to the Lenders, provisions of this Section 10.9) by giving written notice thereof to the Lenders and the Borrower. Such resignation of the Agent shall also operate as a resignation of the Issuing Lender and the CompanyBank. Upon receipt of any such notice of resignation, the Required Majority Lenders shall have the right, with upon five (5) days' notice and approval by the Borrower (which approval of the Companyshall not be unreasonably withheld), to appoint a successor, or an Affiliate of any such banksuccessor Agent which shall also serve as successor Issuing Bank. If no such successor Agent shall have been so appointed by the Required Lenders Majority Lenders, and shall have accepted such appointment appointment, within thirty (30) days after the retiring Agent gives Agent's giving of notice of its resignation, then then, upon five (5) days' notice, the retiring Agent may may, on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Agent meeting reasonably acceptable to the qualifications set forth above provided that if Borrower, which shall also serve as successor Issuing Bank. (b) Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall notify thereupon succeed to and become vested with all the Company rights, powers, privileges and duties of the Lenders that no qualifying Person has accepted such appointmentretiring Agent, 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 the Issuing Lender directly, until such time as the Required Lenders 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 successorCredit Agreement. After the any retiring Agent’s 's resignation hereunder and under the other Loan Documentsas Agent, the provisions of this Article and Section 9.5 10 shall continue in effect for the inure to its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was Agent was acting as Agent. Any resignation by ▇▇▇▇▇ Fargo, as Agent pursuant to under 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 under the other Loan Documents, and Credit Agreement. (c) In the successor Issuing Lender event of a material breach by the Agent of its duties hereunder, the Agent may be removed by the Majority Lenders (other than the Agent and without giving effect to DSN:54248.4 72 any Revolving Loans or Commitments made by the Agent) for cause and the provisions of this Section 10.9 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 apply to the retiring Issuing Lender to effectively assume the obligations appointment of a successor Agent. Such removal of the retiring Agent shall also operate as a removal of the Issuing Lender with respect to such Letters of CreditBank.

Successor Agent. The (a) Any Agent may at any time give at least 30 days prior written notice of its resignation to the Lenders, the Issuing Lender Lenders and the CompanyAdministrative Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the approval of the Company, right to appoint a successor, or an Affiliate of any such banksuccessor Agent. If no such successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent gives notice of its resignationresignation (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 and the Issuing LenderLenders, appoint a successor Agent. Whether or not 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 appointmentbeen appointed, then such resignation shall nonetheless become effective in accordance with such notice and on the Resignation Effective Date. (ab) With effect from the Resignation Effective Date, (i) 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 held by such Collateral Agent on behalf of the Secured Parties under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (bii) all payments, communications and determinations provided to be made by, to or through the such retiring Agent shall instead be made by or to each Lender and the Issuing Lender directly, until such time time, if any, as the Required Lenders appoint a successor Agent shall have been appointed as provided for above in this paragraphabove. Upon the acceptance of a successorsuccessor Agent’s appointment as Agent hereunder, such successor Agent 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 paragraphSection 10.07). 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 resignation hereunder and under the other Loan Documents, the provisions of this Article X, Section 12.04 and Section 9.5 12.15 shall continue in effect for the benefit of such retiring Agent, its co-agents, sub-agents and attorneys-in-fact and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while 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 under 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 may at any time give notice of its resignation to the Lenders, the Issuing Lender and the Company. Upon receipt of any such 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 LenderLenders, 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 (aaa) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (bbb) 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 the Issuing Lender directly, until such time as the Required Lenders 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 resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 9.5 shall continue in effect for the benefit of such retiring Agent, its sub-agents sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as 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 under 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 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 (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 give by giving at least thirty (30) days prior written notice of its to Lenders and Borrower. Such resignation to shall take effect on the Lenders, the Issuing Lender and the Company. Upon receipt of any date set forth in such notice of resignationor as otherwise provided below. Such resignation by Agent as agent shall not affect its obligations hereunder, if any, as a Lender. 13.19.2 Upon resignation by the Agent, or any successor Agent, the Required Lenders shall have the right, appoint a successor Agent with the approval consent of Borrower, which shall not be unreasonably withheld, conditioned or delayed (provided that no consent of Borrower shall be required if the Company, to appoint successor Agent is also a successor, Lender or if an Affiliate Event of any such bankDefault then exists). If no such successor Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment within thirty (30) days after the retiring Agent gives Agent's giving notice of its resignation, then the retiring Agent may on behalf of the Lenders and the Issuing Lender, appoint a successor Agent meeting with the qualifications set forth above consent of Borrower, which shall not be unreasonably withheld, conditioned or delayed (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, such successor Agent shall notify thereupon succeed to and become vested with all the Company rights, powers, privileges and duties of the Agent and the Lenders that no qualifying Person has accepted such appointmentAgent, 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 paymentsother than its liability, communications and determinations provided to be made byif any, to or through the Agent shall instead be made by or to each Lender and the Issuing Lender directly, until such time as the Required Lenders 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 accrued prior to its predecessor unless otherwise agreed between the Company and such successorretirement. After the any retiring Agent’s 's resignation hereunder and under the other Loan Documentsas an Agent, the provisions of this Article and Section 9.5 ARTICLE 13 shall continue in effect for the its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring Agent it was acting as Agent. Any resignation by ▇▇▇▇▇ Fargo, as an Agent pursuant to this Section shall also constitute its resignation as Issuing Lender hereunder 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 under 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 may at any time give notice of its resignation to the Lenders, the Issuing Lender Purchasers and the CompanyIssuer and the Required Purchasers may at any time remove the Agent by sending notice to the Issuer and the Agent. Upon receipt of any such notice of resignationresignation or delivery of any such notice of removal, the Required Lenders Purchasers shall have the right, with the approval of the Company, right 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 Lender, 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 the Issuing Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraphAgent. Upon the acceptance of a successor’s appointment as the Agent hereunderhereunder and notice of such acceptance to the resigning Agent, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring resigning (or retiredresigned) Agent, the resigning or removed ▇▇▇▇▇’s resignation or removal shall become immediately effective and the retiring resigning or removed Agent shall be discharged from all of its duties and obligations hereunder or and under the other Loan Financing Documents (if such resignation was not already discharged therefrom effective and such duties and obligations not already discharged, as provided above below in this paragraph). The fees payable by the Company Issuer to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company Issuer and such successor. After If no such successor shall have been so appointed by Required Purchasers and shall have accepted such appointment within thirty (30) days after the retiring resigning Agent gives notice of its resignation, then the resigning Agent, from and following the expiration of such thirty (30) day period, (a) shall have the exclusive right, upon one (1) Business Day’s notice to the Issuer and the Purchasers, to make its resignation effective immediately, and (b) may (but shall not be obligated to), on behalf of the Purchasers, appoint a successor Agent. From and following the effectiveness of its resignation or removal, (i) the resigning or removed Agent shall be discharged from its duties and obligations hereunder and under the other Loan DocumentsFinancing Documents and (ii) all payments, communications and determinations provided to be made by, to or through the resigning or removed Agent shall instead be made by or to each Purchaser directly, until such time as Required Purchasers appoint a successor Agent as provided for above in this paragraph. The provisions of this Article and Section 9.5 Agreement shall continue in effect for the benefit of such retiring Agent, any resigning or removed Agent and its sub-agents after the effectiveness of its resignation or removal hereunder and their respective Related Parties under the other Financing Documents in respect of any actions taken or omitted to be taken by any of them while the retiring resigning or removed Agent was acting or was continuing to act as the 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 under 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 Each Agent may resign as such at any time give upon at least 10 days’ prior notice of its resignation to the Lenders, the Issuing Lender Bank and the CompanyBorrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the approval of the CompanyBorrower, to appoint a successor, or an Affiliate of any such banksuccessor Agent from among the Lenders. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) 10 days after the retiring Agent gives notice of its resignation, then the retiring Agent may may, on behalf of the Lenders and the Issuing LenderBank, appoint a successor Agent, which successor shall be a commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, in each case, having combined capital and surplus of at least $500,000,000; provided that if such retiring Agent meeting is unable to find a commercial banking institution that is willing to accept such appointment and which meets the qualifications set forth above provided that if above, the Agent retiring Agent’s resignation shall notify the Company nevertheless thereupon become effective and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and retiring (aor retired) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents, and the Lenders shall assume and perform all of the duties of the Agent under the 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 the Issuing Lender directly, until such time time, if any, as the Required Lenders appoint a successor Agent as provided for above in this paragraphAgent. Upon the acceptance of its appointment as an Agent hereunder by 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 Loan Documents (if not already discharged therefrom as provided above in this paragraph)Documents. The fees payable by the Company Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company Borrower and such successor. After the retiring an Agent’s resignation hereunder and under the other Loan Documentshereunder, the provisions of this Article X, Section 11.03 and Section 9.5 Sections 11.08 to 11.10 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties Affiliates in respect of any actions taken or omitted to be taken by any of them while the retiring Agent it 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 under 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 may at any time give notice of its (i)may resign as Agent or (ii)shall resign if such resignation to the Lenders, the Issuing Lender and the Company. Upon receipt of any such 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 is requested by the Required Lenders (if the Agent is a Lender, the Agent's Loans and its Commitment shall be considered in determining whether the Required Lenders have accepted requested such appointment within resignation) or required by Section 4.4.2 [Replacement of a Lender], in either case of (i) or (ii) by giving not less than thirty (30) days after days' prior written notice to the retiring Borrower. If the Agent gives shall resign under this Agreement, then either (a)the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, subject to the consent of the Borrower, such consent not to be unreasonably withheld, or (b)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 retiring Agent may on behalf shall appoint from among the Lenders, with the consent of the Lenders and the Issuing LenderBorrower, appoint such consent not to be unreasonably withheld, a successor agent who shall serve as 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 the Issuing Lender directly, until such time as the Required Lenders appoint and the Borrower consents to the appointment of a successor Agent as provided for above in this paragraphagent. Upon the acceptance of a successor’s its appointment as Agent hereunderpursuant to either clause (a) or (b) above, such successor agent shall succeed to and become vested with all of the rights, powers, privileges powers and duties of the retiring (or retired) Agent, and the retiring term "Agent" shall mean such successor agent, effective upon its appointment, and the former Agent's rights, powers and duties as Agent shall be discharged from all terminated without any other or further act or deed on the part of its duties and obligations hereunder such former Agent or under any of the other Loan Documents (if not already discharged therefrom as provided above in parties to 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 successorAgreement. After the retiring Agent’s resignation hereunder and under the other Loan Documentsof any Agent hereunder, the provisions of this Article and Section 9.5 9 shall continue in effect for inure to the benefit of such retiring Agent, its sub-agents former Agent and their respective Related Parties in respect 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 any of them it while the retiring it was an Agent was acting as Agent. Any resignation by ▇▇▇▇▇ Fargo, as Agent pursuant to under 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 under 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 CreditAgreement.

Successor Agent. The (a) Any Agent may at any time give at least 30 days prior written notice of its resignation to the Lenders, the Issuing Lender Lenders and the CompanyBorrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the approval of the Company, right to appoint a successor, or an Affiliate of any such banksuccessor Agent. If no such successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent gives notice of its resignationresignation (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 and the Issuing LenderLenders, appoint a successor Agent. Whether or not 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 appointmentbeen appointed, then such resignation shall nonetheless become effective in accordance with such notice and on the Resignation Effective Date. (ab) With effect from the Resignation Effective Date, (i) 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 held by such 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 (bii) all payments, communications and determinations provided to be made by, to or through the such retiring Agent shall instead be made by or to each Lender and the Issuing Lender directly, until such time time, if any, as the Required Lenders appoint a successor Agent shall have been appointed as provided for above in this paragraphabove. Upon the acceptance of a successor’s '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 (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 successorDocuments. After the retiring Agent’s 's resignation hereunder and under the other Loan Documents, the provisions of this Article Article, Section 12.04 and Section 9.5 12.15 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties Agent in respect of any actions taken or omitted to be taken by any of them it while 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 under 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 may at any time give notice of its resignation to the Lenders, the Issuing Lender Lenders and the CompanyBorrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the approval of the CompanyBorrower, to appoint a successor, which shall be a bank with an office in the State of New York, or an Affiliate of any such bankbank with an office in the State of New York. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Agent meeting the qualifications set forth above provided that if the retiring Agent shall notify the Company Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a1) 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 Secured Parties 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 (b2) 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 the Issuing Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraphSection 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 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 paragraphSection 10.9). The fees payable by the Company Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article Section 10 and Section 9.5 13.12 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as 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 under 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 may resign at any time give by giving written notice of its resignation thereof to the Lenders, the Issuing Lender Lenders and the CompanyBorrowers and may be removed at any time with or without cause by the Required Lenders. Upon receipt of any such notice of resignationresignation or removal, the Required Lenders shall have the right, with the approval of the Company, right to appoint a successor, or an Affiliate of any such bank. If no such successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent gives Agent's giving of notice of its resignationresignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may may, on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Agent meeting Agent, which shall be a commercial bank organized or licensed under the qualifications set forth above laws of the United States or of any State thereof and having a combined capital and surplus of at least $500,000,000; provided that if the no such successor is willing and able to function as Agent shall notify the Company and the Lenders that no qualifying Person has accepted such appointmenthereunder, then such resignation or removal shall nonetheless become effective in accordance with such notice and (a) the retiring resigning or removed Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (b) the Required Lenders shall perform the duties of the Agent (and all payments, payments and communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and the Issuing Lender directly, ) until such time as the Required Lenders appoint a successor Agent agent as provided for above in this paragraphSection 8.06. Upon the acceptance of a successor’s any appointment as Agent hereunderhereunder by a successor Agent, such successor Agent shall thereupon 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 successorAgreement. After the any retiring Agent’s 's resignation or removal hereunder and under the other Loan Documentsas Agent, the provisions of this Article and Section 9.5 VIII shall continue in effect for the inure to its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was Agent was acting as Agent. Any resignation by ▇▇▇▇▇ Fargo, as Agent pursuant to under 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 under 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 CreditAgreement.

Successor Agent. The (a) Agent may at any time give notice of its resignation to the Lenders▇▇▇▇▇▇▇, the Issuing Lender L/C Issuer, Swing Line Lender, and the CompanyBorrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation 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 Lender, 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 the Issuing Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraphAgent. Upon the acceptance of a successor’s appointment as Agent hereunderhereunder and notice of such acceptance to the retiring Agent, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, the retiring Agent’s resignation shall become immediately effective and the retiring Agent shall be discharged from all of its duties and obligations hereunder or and under the other Loan Documents (if such resignation was not already discharged therefrom effective and such duties and obligations not already discharged, as provided above below in this paragraph). The fees Fees payable by the Company Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company Borrower and such successor. After If no such successor shall have been so appointed by Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of ▇▇▇▇▇▇▇, L/C Issuer and Swing Line Lender (but without any obligation) appoint a successor Agent’s , which appointment shall not be subject to consent by Required Lenders or any Loan Party. From and following the expiration of such 30 day period, Agent shall have the exclusive right, upon one Business Days’ notice to ▇▇▇▇▇▇▇▇ and Lenders, to make its resignation effective immediately. From and following the effectiveness of such notice, (i) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan DocumentsDocuments and (ii) all payments, communications and determinations provided to be made by, to or through Agent shall instead be made by or to each Lender, the L/C Issuer and the Swing Line Lender directly, until such time as Required Lenders appoint a successor Agent as provided for above in this paragraph. The provisions of this Article and Section 9.5 Agreement shall continue in effect for the benefit of such any retiring Agent, Agent and its sub-agents after the effectiveness of its resignation hereunder and their respective Related Parties under the other Loan Documents in respect of any actions taken or omitted to be taken by any of them (x) while the retiring Agent was acting as Agent. Any resignation by ▇▇▇▇▇ Fargo, or was continuing to act as Agent pursuant and (y) after such resignation for as long as any of them continues 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 act in any capacity hereunder or under the other Loan Documents, including acting as collateral agent or otherwise holding any collateral security on behalf of any of the holders of the Obligations and in respect of any actions taken in connection with transferring the agency to any successor Agent. (b) Notwithstanding anything to the contrary herein, if at any time Agent assigns all of its Revolving Loan Commitments and Revolving Loans pursuant to (and in accordance with) the terms and conditions hereof, Agent may terminate Borrower’s ability to request Swing Line Advances. In the event of such termination: (i) Borrower shall be entitled to appoint another Lender to act as the successor Swing Line Lender hereunder (with such ▇▇▇▇▇▇’s consent); provided, however, that the failure of ▇▇▇▇▇▇▇▇ to appoint a successor shall not affect the resignation of Agent as the Swing Line Lender; and (ii) Agent shall retain all of the rights of the maker of Swing Line Advances provided hereunder with respect to Swing Line Advances made by it and outstanding as of the effective date of such termination, including the right to require Lenders to make Revolving Loans or fund participations in outstanding Swing Line Advances pursuant to Section 2.3. (c) Notwithstanding anything to the successor Issuing Lender shall contrary herein, if at any time Agent assigns all of its Revolving Loan Commitments and Revolving Loans pursuant to (and in accordance with) the terms and conditions hereof, Agent may terminate its commitment pursuant to Section 2.6 to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at . In the time event of such succession or make other arrangements satisfactory termination: (i) Borrower shall be entitled to the retiring Issuing appoint another Lender to effectively assume act as 53/Mammoth – Credit Agreement the obligations successor L/C Issuer hereunder (with such ▇▇▇▇▇▇’s consent); provided, however, that the failure of Borrower to appoint a successor shall not affect the resignation of Agent as the L/C Issuer; and (ii) Agent shall retain all of the retiring Issuing Lender rights of the L/C Issuer hereunder with respect to Letters of Credit made by it and outstanding as of the effective date of such termination, including the right to require Lenders to fund their Pro Rata Share of such Letters of CreditCredit pursuant to Section 2.6.

Successor Agent. The Agent may resign at any time give as Agent under the Loan Documents by giving written notice of its resignation thereof to the LendersLenders and the Borrower. The Agent may be removed as Agent under the Loan Documents for good cause by all of the Lenders (other than the Lender then acting as the Agent) upon 30 days' prior notice. Upon any such resignation or removal, the Issuing Requisite Lenders (other than the Lender and then acting as Agent, in the Company. Upon receipt case of any such notice the removal of resignation, the Required Lenders Agent under the immediately preceding sentence) shall have the right, with the approval of the Company, right to appoint a successorsuccessor Agent which appointment shall, provided no Default or an Affiliate Event of any such bankDefault shall have occurred and be continuing, be subject to the Borrower's approval, which approval shall not be unreasonably withheld or delayed (except that the Borrower shall, in all events, be deemed to have approved each Lender and its affiliates as a successor Agent). If no such successor Agent shall have been so appointed by in accordance with the Required Lenders immediately preceding sentence, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent gives resigning Agent's giving of notice of its resignationresignation or the Lenders' removal of the resigning Agent, then the retiring resigning or removed Agent may may, on behalf of the Lenders and the Issuing LenderLenders, 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 $10,000,000,000. Upon the acceptance of any appointment as Agent meeting the qualifications set forth above provided that if the hereunder by a successor Agent, such successor Agent shall notify thereupon succeed to and become vested with all the Company rights, powers, privileges and duties of the Lenders that no qualifying Person has accepted such appointmentretiring Agent, 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 the Issuing Lender directly, until such time as the Required Lenders 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 successorDocuments. After the retiring any Agent’s 's resignation or removal hereunder and under the other Loan Documentsas Agent, the provisions of this Article and Section 9.5 XI. shall continue in effect for the to inure to its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was 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 under 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 Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time give by giving notice of its resignation thereof to the Lenders, the Issuing Lender Bank and the CompanyBorrower and the Agent may be removed at any time with or without cause by Required Lenders. Upon receipt of any such notice of resignationresignation or removal, the Required Lenders shall will have the right, with the approval of the Company, right to appoint a successor, or an Affiliate of any such banksuccessor Agent. If no such successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent gives Agent's giving of notice of its resignationresignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may may, on behalf of the Lenders and the Issuing LenderBank, appoint a successor Agent meeting Agent, which shall be a commercial bank organized under the qualifications set forth above provided that if laws of the United States of America or any State thereof and having combined capital and surplus of at least One $100,000,000. Upon the acceptance of its appointment as successor Agent, such successor Agent shall notify thereupon succeed to and become vested with all rights, powers, privileges, immunities, and duties of the Company resigning or removed Agent, 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 resigning or removed Agent shall be discharged from its duties and obligations hereunder under this Agreement 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 the Issuing Lender directly, until such time as the Required Lenders 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 resignation hereunder and under the other Loan Documents. After any Agent's resignation or removal as Agent, the provisions of this Article and Section 9.5 XII shall continue in effect for the its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while it was the Agent. After the retiring Agent was acting Agent's resignation or removal hereunder as Agent, each reference herein to a place of giving of notice or delivery to the Agent shall be deemed to refer to the principal office of the successor Agent as it may specify to each party hereto. Any resignation by ▇▇▇▇▇ FargoIn the event that the Agent, as for the benefit of itself and the Lenders, elects or is required to proceed with a foreclosure or other enforcement of any Lien granted to the Agent pursuant to this Section shall also constitute for the benefit of itself and the Lenders, the Agent may, without in any manner limiting its resignation as Issuing Lender available remedies, and Swingline Lender. Upon at the acceptance request of the Required Lenders shall, submit a bid for all Lenders (including itself) in the form of a successor’s appointment as credit against the Obligations, and the Agent hereunderor its designee, (a) in the event that the Agent or its designee is the successful bidder at any such successor foreclosure sale, shall succeed accept title, for the benefit of itself and the Lenders, to and become vested with all the Collateral sold at such foreclosure sale. The Collateral purchased at any such sale held shall be owned by the Agent, or its designee, for the benefit of the rights, powers, privileges and duties Lenders. All monies received or collected by the Agent in respect of the retiring Issuing Lender and Swingline LenderCollateral in connection with a foreclosure sale, (b) or any other disposition of the retiring Issuing Lender and Swingline Lender Collateral, shall be discharged from paid to the Lenders pro-rata consistent with Section 4.4 hereof. Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Borrower or any Obligated Party, the Agent (irrespective of whether the principal of any Advance or Letter of Credit Liabilities shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Advances, Letter of Credit Liabilities and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Agent and their respective duties agents and obligations hereunder counsel and all other amounts due the Lenders and the Agent under Sections 2.10 and 13.1) allowed in such judicial proceeding; and to collect and receive any monies or under other property payable or deliverable on any such claims and to distribute 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.same;

Successor Agent. The KeyBank, or any successor Agent, may resign as Agent may at any time give by giving at least 30 days prior written notice of its resignation thereof to the LendersLenders and to the Borrower. Any such resignation shall be effective upon appointment and acceptance of a successor Agent, as hereinafter provided. Upon any such resignation, or removal pursuant to the last sentence of this § 16.11, the Issuing Lender and the Company. Upon receipt of any such notice of resignation, the Required Majority Lenders shall have the right, with the approval of the Company, right to appoint a successorsuccessor Agent, which is a Lender under this Agreement, provided that so long as no Default or an Affiliate Event of Default has occurred and is continuing the Borrower shall have the right to approve any such banksuccessor Agent, which approval shall not be unreasonably withheld. If If, in the case of a resignation by the Agent, no such successor Agent shall have been so appointed by the Required Majority Lenders and approved by the Borrower, and shall have accepted such appointment appointment, within thirty (30) days after the retiring Agent gives Agent’s giving of notice of its resignation, then the retiring Agent may may, on behalf of the Lenders and the Issuing LenderLenders, appoint any one of the other Lenders as a successor Agent meeting the qualifications set forth above provided Agent. The Borrower acknowledges 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 any Lender and the Issuing Lender directly, until such time which acquires KeyBank is acceptable as the Required Lenders appoint a successor Agent as provided for above in this paragraphAgent. Upon the acceptance of a successor’s any appointment as Agent hereunderhereunder by a successor Agent, such successor Agent shall thereupon 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 further duties and obligations hereunder or as Agent 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 successorAgreement. After the retiring any Agent’s resignation hereunder and under the other Loan Documentsas Agent, the provisions of this Article and Section 9.5 §16 shall continue in effect for the inure to its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. The Agent agrees that it shall not assign any of them while the retiring Agent was acting as Agent. Any resignation by ▇▇▇▇▇ Fargo, its rights or duties as Agent pursuant to this Section shall also constitute its resignation as Issuing Lender and Swingline Lenderany other Person. Upon The Agent may be removed at the acceptance direction of the Majority Lenders in the event of a successor’s appointment as final judicial determination (in which the Agent hereunder, (ahad an opportunity to be heard) such successor shall succeed to and become vested with all of that 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 Agent had acted in a grossly negligent manner or under 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 Creditwillful misconduct.

Successor Agent. The (a) Each Agent may resign from the performance of all its functions and duties hereunder and under the other Loan Documents at any time give by giving at least thirty (30) Business Days’ prior written notice of its resignation to the Lenders, Borrower and each Lender. Such resignation shall take effect upon the Issuing Lender acceptance by a successor Agent of appointment pursuant to clauses (b) and the Company. (c) below or as otherwise provided below. (b) Upon receipt of any such notice of resignation, the Required Lenders shall have with, in the rightabsence of a continuing Default or Event of Default, with the approval consent of the CompanyBorrower, such consent not to appoint a successorbe unreasonably withheld or delayed, 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 Lender, appoint a successor Agent. Upon the acceptance of any appointment as Agent meeting the qualifications set forth above provided that if the hereunder by a successor Agent, such successor Agent shall notify thereupon succeed to and become vested with all the Company rights, powers, privileges and duties of the Lenders that no qualifying Person has accepted such appointmentretiring Agent, 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 under this Agreement 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 the Issuing Lender directly, until such time as the Required Lenders 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 successorDocuments. After the retiring any Agent’s resignation hereunder and under the other Loan Documentsas an Agent, the provisions of this Article and Section 9.5 ARTICLE XI shall continue in effect for the inure to its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was an Agent was acting as Agent. Any resignation by ▇▇▇▇▇ Fargo, as Agent pursuant to under this Section shall also constitute its resignation as Issuing Lender Agreement 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 under the other Loan Documents, and . (c) If a successor Agent shall not have been so appointed within said thirty (30) Business Day period, the retiring Agent, with the consent of the other Agents with, in the absence of a continuing Default or Event of Default, the consent of the Borrower, such consent not to be unreasonably withheld or delayed, shall then appoint a successor Issuing Lender Agent who shall issue letters of credit in substitution for the Letters of Creditserve as an Agent until such time, if any, outstanding at as the time of such succession or make other arrangements satisfactory to Required Lenders, with the retiring Issuing Lender to effectively assume the obligations consent of the retiring Issuing Lender with respect to such Letters of Creditother Agents, appoint a successor Agent as provided above.

Successor Agent. (a) The Agent may at any time give notice of its resignation to the Lenders, the Issuing Lender Banks and the CompanyBorrowers. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the approval consent of the Company, Borrowers (not to be unreasonably withheld or delayed) to appoint a successor, which shall be a Lender having an office in Toronto, Ontario or an Affiliate of any such bankLender with an office in Toronto. The consent of the Borrowers referred to above shall 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 Agent and the Borrowers as long as the Required Lenders, in consultation with the Borrowers, appoint and obtain the 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 Borrowers if a Default has occurred and is continuing. (b) If no such successor shall have has been so appointed by the Required Lenders and shall have has accepted such appointment within thirty (30) 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Agent meeting the qualifications set forth above specified in the immediately preceding paragraph, provided that if the Agent shall notify notifies the Company Borrowers 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 (except that the retiring Agent shall continue to hold the Guarantees and any security held by the Agent on behalf of the 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 to each Lender and the Issuing Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this the preceding paragraph. . (c) Upon the acceptance of a successor’s '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) former Agent, and the retiring 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 above in this the preceding paragraph). The fees payable by the Company Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company Borrowers and such successor. After the retiring termination of the service of the former Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article 10 and of Section 9.5 13.8 shall continue in effect for the benefit of such retiring the former Agent, its sub-agents subagents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring former 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 under 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 (a) Any Agent may at any time give at least 30 days prior written notice of its resignation to the Lenders, the Issuing Lender Lenders and the CompanyAdministrative Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the approval of the CompanyAdministrative Borrower, to appoint a successor, or an Affiliate of any such banksuccessor Agent. If no such successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent gives notice of its resignationresignation (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 and the Issuing Lender, appoint a successor Agent meeting with, so long as no Event of Default has occurred and is continuing, the qualifications set forth above provided that if consent of the Administrative Borrower (such consent not to be unreasonably withheld, delayed or conditioned). Whether or not a successor Agent shall notify the Company and the Lenders that no qualifying Person has accepted such appointmentbeen appointed, then such resignation shall nonetheless become effective in accordance with such notice and on the Resignation Effective Date. (ab) With effect from the Resignation Effective Date, (i) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (other than its obligations under Section 12.19 hereof and except that in the case of any Collateral held by such 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 (bii) all payments, communications and determinations provided to be made by, to or through the such retiring Agent shall instead be made by or to each Lender and the Issuing Lender directly, until such time time, if any, as the Required Lenders appoint a successor Agent shall have been appointed as provided for above in this paragraphabove. Upon the acceptance of a successor’s '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 (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 paragraphother than its obligations under Section 12.19 hereof). 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 's resignation hereunder and under the other Loan Documents, the provisions of this Article Article, Section 12.04 and Section 9.5 12.15 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties Agent in respect of any actions taken or omitted to be taken by any of them it while 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 under 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 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 (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 give by giving at least thirty (30) days prior written notice of its to Lenders and Borrower. Such resignation to shall take effect on the Lenders, the Issuing Lender and the Company. Upon receipt of any date set forth in such notice of resignationor as otherwise provided below. Such resignation by Agent as agent shall not affect its obligations hereunder, if any, as a Lender. 13.19.2 Upon resignation by the Agent, or any successor Agent, the Required Lenders shall have the right, appoint a successor Agent with the approval consent of Borrower, which shall not be unreasonably withheld, conditioned or delayed (provided that no consent of Borrower shall be required if the Company, to appoint successor Agent is also a successor, Lender or if an Affiliate Event of any such bankDefault then exists). If no such successor Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment within thirty (30) days after the retiring Agent gives Agent's giving notice of its resignation, then the retiring Agent may on behalf of the Lenders and the Issuing Lender, appoint a successor Agent meeting with the qualifications set forth above consent of Borrower, which shall not be unreasonably withheld, conditioned or delayed (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, such successor Agent shall notify thereupon succeed to and become vested with all the Company rights, powers, privileges and duties of the Agent and the Lenders that no qualifying Person has accepted such appointmentAgent, 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 paymentsother than its liability, communications and determinations provided to be made byif any, to or through the Agent shall instead be made by or to each Lender and the Issuing Lender directly, until such time as the Required Lenders 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 accrued prior to its predecessor unless otherwise agreed between the Company and such successorretirement. After the any retiring Agent’s 's resignation hereunder and under the other Loan Documentsas an Agent, the provisions of this Article and Section 9.5 ARTICLE 13 shall continue in effect for the its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring Agent it was acting as Agent. Any resignation by ▇▇▇▇▇ Fargo, as an Agent pursuant to this Section shall also constitute its resignation as Issuing Lender hereunder 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 under 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 may at any time give notice of its resignation to the Lenders, the each Issuing Lender and the CompanyBorrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the approval of the Company, right to appoint a successorsuccessor acceptable to the Borrower, which shall be a bank with an office in the United States, or an Affiliate of any such bankbank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and the each Issuing Lender, appoint a successor Agent meeting the qualifications set forth above above; provided that if the Agent shall notify the Company Borrower 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 Credit Documents (except that in the case of any collateral security held by the Agent on behalf of the 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 through the Agent shall instead be made by or to each Lender and the each Issuing Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraphSection. 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 Loan Credit Documents (if not already discharged therefrom as provided above in this paragraphSection). The fees payable by the Company Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Credit Documents, the provisions of this Article Section and Section 9.5 11.5 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent. Any resignation by ▇▇▇▇▇ Fargo, Fargo as the Agent pursuant to this Section shall also constitute its resignation as Swingline Lender and as an Issuing Lender and Swingline Lenderunder this Credit Agreement. Upon the acceptance of a successor’s appointment as Agent hereunder, (ai) 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, (bii) 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 (ciii) 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 may If at any time give the Agent deems it advisable, in its sole discretion, it may submit to the Issuing Bank, each of the Lenders and any Borrower a written notice of its resignation as Agent under the Loan Documents, such resignation to be effective upon the Lenders, earlier of (i) the Issuing Lender written acceptance of the duties of the Agent under the Loan Documents by a successor Agent and (ii) on the Company30th day after the date of such notice. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the approval of the Company, right to appoint from among the Lenders which is a successor, or an Affiliate of any such bankcommercial bank a successor Agent. If no such successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment in writing within thirty (30) 30 days after the retiring Agent gives Agent's giving of notice of its resignation, then the retiring Agent may may, on behalf of the Lenders Issuing Bank and the Issuing LenderLenders, 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 appointmentAgent, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring which successor Agent shall be discharged from its duties and obligations hereunder and a commercial bank organized under the other Loan Documents laws of the United States or any State thereof and (b) all paymentshaving a combined capital, communications surplus, and determinations provided undivided profits of at least $250,000,000 and which shall be reasonably acceptable to be made by, to or through the Agent shall instead be made by or to each Lender and the Issuing Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraphParent. Upon the acceptance of a successor’s any appointment as Agent hereunderhereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent's rights, powers, privileges and duties as Agent under the Loan Documents shall be discharged from all of its duties and obligations hereunder or under terminated. The Borrowers, the other Loan Documents (if not already discharged therefrom Obligors, the Issuing Bank and the Lenders shall execute such documents as provided above in this paragraph). The fees payable by the Company to a successor Agent shall be the same as those payable necessary to its predecessor unless otherwise agreed between the Company and effect such successorappointment. After the any retiring Agent’s 's resignation hereunder and under the other Loan Documentsas Agent, the provisions of this Article and Section 9.5 the Loan Documents shall continue in effect for the inure to its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by it, and any of them amounts owing to it, while the retiring it was 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 under the other Loan Documents. If at any time there shall not be a duly appointed and acting Agent, each Borrower agrees, jointly and (c) severally, to make each payment due under 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 Loan Documents directly to the retiring Issuing Lender to effectively assume Bank and the obligations of the retiring Issuing Lender with respect to Lenders entitled thereto during such Letters of Credittime.

Successor Agent. The Agent may If at any time give the Agent deems it advisable, in its sole discretion, it may submit to each of the Lenders a written notice of its resignation as Agent under this Agreement, such resignation to be effective upon the Lenders, earlier of (i) the Issuing Lender written acceptance of the duties of the Agent under the Loan Documents by a successor Agent and (ii) on the Company30th day after the date of such notice. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the approval of the Company, right to appoint from among the Lenders a successor, or an Affiliate of any such banksuccessor Agent. If no such successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment in writing within thirty (30) 30 days after the retiring Agent gives Agent's giving of notice of its resignation, then the retiring Agent may may, on behalf of the Lenders and the Issuing LenderLenders, 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 appointmentAgent, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring which successor Agent shall be discharged from its duties and obligations hereunder and a commercial bank organized under the other Loan Documents laws of the United States of America or any State thereof and (b) all paymentshaving a combined capital and surplus of at least $100,000,000. The Borrower shall have the right to approve any such successor Agent, communications and determinations provided to which approval shall not be made by, to unreasonably withheld or through the Agent shall instead be made by or to each Lender and the Issuing Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraphdelayed. Upon the acceptance of a successor’s any appointment as Agent hereunderhereunder by a suc- cessor Agent and the approval of such successor Agent by the Borrower in accordance with the terms of this Section, such successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent's rights, powers, privileges and duties as Agent under the Loan Documents 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)terminated. The fees payable by Borrower and the Company to a successor Agent Lenders shall execute such documents as shall be the same as those payable necessary to its predecessor unless otherwise agreed between the Company and effect such successorappointment. After the any retiring Agent’s 's resignation hereunder and under the other Loan Documentsas Agent, the provisions of this Article and Section 9.5 the Loan Documents shall continue in effect for the inure to its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was 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 under the other Loan Documents. If at any time hereunder there shall not be a duly appointed and acting Agent, and (c) the successor Issuing Lender shall issue letters of credit in substitution for Borrower agrees to make each payment due under the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory Loan Documents directly to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to Lenders entitled thereto during such Letters of Credittime.

Successor Agent. The Each Agent may resign as such at any time give upon at least 30 days’ prior notice of its resignation to the Lenders, the Issuing Lender Lenders and the CompanyBorrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the approval of the CompanyBorrower, to appoint a successor, or an Affiliate of any such banksuccessor Agent from among the Lenders. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) 10 days after the retiring Agent gives notice of its resignation, then the retiring Agent may may, on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Agent, which successor shall be a commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, in each case, having combined capital and surplus of at least $500,000,000 (or $100,000,000, in the case of the Collateral Agent); provided that if such retiring Agent meeting is unable to find a commercial banking institution that is willing to accept such appointment and which meets the qualifications set forth above provided that if above, the Agent retiring Agent’s resignation shall notify the Company nevertheless thereupon become effective and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and retiring (aor retired) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents, and the Lenders shall assume and perform all of the duties of the Agent under the 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 the Issuing Lender directly, until such time time, if any, as the Required Lenders appoint a successor Agent as provided for above in this paragraphAgent. Upon the acceptance of its appointment as an Agent hereunder by 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 Loan Documents (if not already discharged therefrom as provided above in this paragraph)Documents. The fees payable by the Company Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company Borrower and such successor. After the retiring an Agent’s resignation hereunder and under the other Loan Documentshereunder, the provisions of this Article X, Section 11.03 and Section 9.5 Sections 11.08 to 11.10 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties Affiliates in respect of any actions taken or omitted to be taken by any of them while the retiring Agent it 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 under 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 may resign at any time give as Agent under the Loan Documents by giving written notice thereof to the Lenders and the Borrower. In the event of a material breach of its resignation to the Lendersduties hereunder, the Issuing Lender Agent may be removed as Agent under the Loan Documents at any time by all Lenders (other than the Agent as a "Lender") and the CompanyBorrower upon 30-day's prior notice. Upon receipt of any such notice of resignationresignation or removal, the Required Requisite Lenders (other than, in the case of the removal of the Agent under the immediately preceding sentence, the Agent as a "Lender") shall have the right, with the approval of the Company, right to appoint a successorsuccessor Agent which appointment shall, provided no Default or an Affiliate Event of any such bankDefault shall have occurred and be continuing, be subject to the Borrower's approval, which approval shall not be unreasonably withheld or delayed. If no such successor Agent shall have been so appointed by in accordance with the Required Lenders immediately preceding sentence, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent gives resigning Agent's giving of notice of its resignationresignation or the Lenders' removal of the resigning Agent, then the retiring resigning or removed Agent may may, on behalf of the Lenders and the Issuing LenderLenders, 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 meeting the qualifications set forth above provided that if the hereunder by a successor Agent, such successor Agent shall notify thereupon succeed to and become vested with all the Company rights, powers, privileges and duties of the Lenders that no qualifying Person has accepted such appointmentresigning Agent, 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 the Issuing Lender directly, until such time as the Required Lenders 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 successorDocuments. After the retiring any resigning Agent’s 's resignation or removal hereunder and under the other Loan Documentsas Agent, the provisions of this Article and Section 9.5 X. shall continue in effect for the inure to its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by it while it was Agent under the Loan Documents. Notwithstanding anything contained herein to the contrary, the Agent may assign its rights and duties under the Loan Documents to any of them while its affiliates by giving the retiring Agent was acting as Agent. Any resignation by ▇▇▇▇▇ Fargo, as Agent pursuant to this Section shall also constitute its resignation as Issuing Borrower and each 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 under 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 Creditprior written notice.

Successor Agent. (i) The Agent may at any time give notice resign from the performance of all its resignation to the Lenders, the Issuing Lender functions and the Company. Upon receipt of any such 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 Lender, 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 Transaction Documents at any time by giving at least ten (10) Business Days’ prior written notice to the 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 (biii) all payments, communications and determinations below or as otherwise provided to be made by, to or through below. If at any time the Agent shall instead be made by or to each Lender and the Issuing Lender directly(together with its affiliates) beneficially owns less than $100,000 in aggregate principal amount of Notes, until such time as the Required Lenders Holder 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 Required Holder shall appoint a successor Agent as provided for above in this paragraphagent. Upon the acceptance of a successor’s any appointment as Agent hereunderhereunder by a successor agent, such successor agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agentagent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under this Agreement and 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 successorTransaction Documents. After the retiring Agent’s resignation or removal hereunder and under as the other Loan Documentsagent, the provisions of this Article and Section 9.5 4(s) shall continue in effect for the inure to its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any it while it was the Agent under this Agreement and the other Transaction Documents. (iii) If a successor agent shall not have been so appointed within ten (10) Business Days of them while 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 receipt of a successor’s appointment written notice of resignation or removal, the Agent shall then appoint a successor agent who shall serve as the Agent hereunder, (a) until 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 under the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credittime, if any, outstanding at as the Required Holder appoints a successor agent as provided above. (iv) In the event that a successor Agent is appointed pursuant to the provisions of this Section 4(s) that is not a Buyer or an affiliate of any Buyer (or the Required Holder or the Agent (or its successor), as applicable, notify the Company that it wants to appoint such a successor Agent pursuant to the terms of this Section 4(s)), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holder or the Agent (or its successor), as applicable, from time of such succession or make other arrangements to time, to secure a successor Agent satisfactory to the retiring Issuing Lender 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 effectively assume the obligations indemnify any successor Agent pursuant to reasonable and customary terms and by each of the retiring Issuing Lender Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement reasonably requested or required by the successor Agent.” (l) Section 4(x) of the Securities Purchase Agreement is hereby amended to delete it in its entirety and replaced with respect to “[reserved]”: (m) Section 4(z) of the Securities Purchase Agreement is hereby amended such Letters of Credit.that it is deleted and replaced in its entirety so that it reads as follows:

Successor Agent. The Subject to the appointment and acceptance of a successor Agent as provided in this Section 7.5, the Agent may resign at any time give by giving thirty (30) days’ prior written notice of its resignation thereof to the Lenders, Required Holders. Agent may be removed as Agent at the Issuing Lender and written request of the CompanyRequired Holders. Upon receipt of any such notice of resignationresignation or removal, the Required Lenders Holders shall have the right, with the approval of the Company, right to appoint a successor, or an Affiliate of any such banksuccessor Agent. If no such successor shall have been so appointed by the Required Lenders Holders 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 Agent’s resignation shall nevertheless thereupon become effective and the Required Holders shall perform all of the Lenders and the Issuing Lenderduties of Agent, 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 appointmentas applicable, 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 the Issuing Lender directly, until such time time, if any, as the Required Lenders Holders appoint a successor Agent as provided for above 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 this paragraphwriting 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 a successor’s any appointment as Agent hereunderhereunder by a successor Agent and the payment of the outstanding fees and expenses of the resigning or removed Agent, such that successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, 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 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 successorhereunder. After the any retiring Agent’s resignation or any Agent’s removal hereunder and under the other Loan Documentsas Agent, the provisions of this Article Section 7 and Section 9.5 15 shall continue in effect for the inure to its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring Agent it 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 under 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 (a) Any Agent may at any time give resign as an Administrative Agent or as the Collateral Agent, as the case may be, upon 30 days’ notice of its resignation to the Lenders and the applicable Borrowers. If the applicable Agent shall resign as an Administrative Agent and/or as the Collateral Agent, as the case may be, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall be subject to written approval by the Issuing Lender applicable Borrowers (which approval shall not be unreasonably withheld or delayed if such successor is a commercial bank with a combined capital and surplus of at least $5.0 billion and otherwise may be withheld in the applicable Borrowers’ sole discretion, which approval shall not be required during the continuance of a Specified Event of Default), whereupon such successor agent shall succeed to the rights, powers and duties of the applicable Administrative Agent and/or as the Collateral Agent, as the case may be, and the Companyterms “Term Administrative Agent”, “Revolver Administrative Agent”, “Administrative Agents”, “Collateral Agent” and “Agents”, as the case may be, shall mean such successor agent effective upon such appointment and approval, and the former applicable Agent’s rights, powers and duties as the applicable Agent shall be terminated, without any other or further act or deed on the part of such former applicable Agent or any of the parties to this Agreement or any holders of the Loans. Upon receipt of any such If no successor agent has been appointed as the applicable Agent by the date that is 30 days following a retiring Agent’s notice of resignation, the Required retiring Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall have the right, with the approval assume and perform all of the Companyduties of the applicable Agent hereunder until such time, if any, as the Required Lenders, subject to appoint a successor, or an Affiliate of any such bank. If no such successor shall have been so appointed written approval by the Required Lenders and applicable Borrowers (which approval 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 Lendernot be unreasonably withheld or delayed), 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 the Issuing Lender directly, until such time as the Required Lenders appoint a successor Agent 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 successorabove. After the any retiring Agent’s resignation hereunder and under as the other Loan Documentsapplicable Agent, the provisions of this Article Section 8 and of Section 9.5 shall continue in effect to inure to its benefit. (b) If the applicable Agent or a controlling Affiliate thereof admits that it is insolvent or has become the subject of a Bankruptcy Event, it may be removed by the applicable Borrowers or the Required Lenders. The applicable Borrowers shall appoint from among the Lenders a successor agent for the benefit of such retiring AgentLenders, its sub-agents and their respective Related Parties in respect of any actions taken which successor agent shall be subject to written approval by the Required Lenders (which approval shall not be unreasonably withheld or omitted to be taken by any of them while the retiring Agent was acting as Agent. Any resignation by ▇▇▇▇▇ Fargodelayed), 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) whereupon such successor agent shall succeed to and become vested with all of the rights, powers, privileges powers and duties of the retiring Issuing Lender applicable Agent, and Swingline Lenderthe terms “Term Administrative Agent”, (b) “Revolver Administrative Agent”, “Administrative Agents”, “Collateral Agent” and “Agents”, as the retiring Issuing Lender case may be, shall mean such successor agent effective upon such appointment and Swingline Lender approval, and the former Agent’s rights, powers and duties as an Agent shall be discharged from terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has been appointed as the applicable Agent by the date that is 10 days following an Agent’s removal, such Agent’s removal shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of their respective the duties and obligations of the applicable Agent hereunder or under the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credituntil such time, if any, outstanding at as the time of such succession applicable Borrowers, subject to written approval by the Required Lenders (which approval shall not be unreasonably withheld 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.delayed), appoint a successor agent as provided for US-DOCS\73723759.13

Successor Agent. (a) The Agent may may, upon five (5) Business Days’ notice to the Lenders and the Borrower, resign at any time give notice (effective upon the appointment of its resignation a successor Agent pursuant to the Lenders, provisions of this Section 10.9) by giving written notice thereof to the Issuing Lender Lenders and the CompanyBorrower. Upon receipt of any such notice of resignation, the Required Majority Lenders shall have the right, with upon five (5) days’ notice to the approval of the CompanyBorrower, to appoint a successor, or an Affiliate of any such banksuccessor Agent. If no such successor Agent (i) shall have been so appointed by the Required Majority Lenders and (ii) shall have accepted such appointment appointment, within thirty (30) days after the retiring Agent gives Agent’s giving of notice of its resignation, then then, upon five (5) days’ notice, the retiring Agent may may, on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Agent meeting the qualifications set forth above provided that if Agent. Resignation of the Agent under this Agreement shall notify also constitute a resignation of the Company Agent under the other Credit Documents and appointment of a successor Agent shall constitute an appointment of the Lenders that no qualifying Person has accepted successor Agent under all other Credit Documents. (b) Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such appointmentsuccessor Agent shall thereupon succeed to and become vested with all the rights, then such resignation shall nonetheless become effective in accordance with such notice powers, privileges and (a) duties of the retiring Agent, and 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 the Issuing Lender directly, until such time as the Required Lenders 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 successorAgreement. After the any retiring Agent’s resignation hereunder and under the other Loan Documentsas Agent, the provisions of this Article and Section 9.5 10 shall continue in effect for the inure to its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the Agent under this Agreement. The retiring Agent was acting shall assign to the successor Agent all liens granted under the Collateral Documents and deliver to the successor Agent all pledged Collateral in its possession, and take all such other actions, at the expense of the Borrower, as may be reasonably requested to effect the succession of the successor Agent under the Credit Documents. (c) In the event of a material breach by the Agent of its duties hereunder, the Agent may be removed by the Majority Lenders for cause and the provisions of this Section 10.9 shall apply to the appointment of a successor Agent. Any resignation by ▇▇▇▇▇ FargoSuch removal of the Agent shall also operate, if at the time any such Person is serving as such, as Agent pursuant a removal of DBTCo. and each of its Serving Affiliates, if any, as an Issuing Bank, subject to this Section shall also constitute its resignation as Issuing 10.9(d). (d) No removal of DBTCo., any 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 or any of their respective duties and obligations hereunder Serving Affiliates pursuant to Section 10.9(c), as an Issuing Bank, shall be effective unless its Liabilities under each Letter of Credit are secured with cash or under the other Loan Documents, and (c) the successor Issuing Lender shall issue by letters of credit in substitution for the Letters of Creditform and substance, if anyand issued by issuers, 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 DBTCo. or such Letters of CreditServing Affiliate.

Successor Agent. The Agent may at any time give resign as Agent upon 30 days’ notice of its resignation to the Lenders, the Issuing Lender Lead Borrower and the CompanyLenders. Upon receipt of any such notice of resignationIf the Agent resigns under this Agreement, the Required Lenders shall have appoint from among the rightLenders a successor Agent for the Lenders (it being understood that no Lender shall be obligated to accept such appointment), with which successor Agent shall be consented to by the approval Lead Borrower at all times other than during the existence of an Event of Default under Sections 11.01 or 11.05 (which consent of the Company, to appoint a successor, Lead Borrower shall not be unreasonably withheld or an Affiliate of any such bankdelayed). If no such successor shall have been so Agent is appointed by prior to the Required Lenders and shall have accepted such appointment within thirty (30) days after effective date of the retiring Agent gives notice resignation of its resignationthe Agent, then the retiring Agent may on behalf of appoint, after consulting with the Lenders and with the Issuing Lenderconsent of the Lead Borrower at all times other than during the existence of an Event of Default under Sections 11.01 or 11.05, appoint a successor Agent meeting from among the qualifications set forth above Lenders (it being understood that no Lender shall be obligated to accept such appointment); provided that if the Agent shall notify the Company and the Lenders that no qualifying Person has accepted any such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring successor Agent shall be discharged from its duties and obligations hereunder and either a domestic office of a commercial bank organized under the other Loan Documents laws of the United States or any State thereof, or a United States branch of a bank that is organized under the laws of another jurisdiction, in either case which has a combined capital and (b) all payments, communications and determinations surplus of at least $500,000,000; provided to be made by, to or through the Agent that in no event shall instead be made by or to each Lender and the Issuing Lender directly, until any such time as the Required Lenders appoint a successor Agent as provided for above in this paragraphbe a Defaulting Lender. Upon the acceptance of a successor’s its appointment as successor Agent hereunder, the Person acting as such successor Agent shall succeed to and become vested with all of the rights, powers, privileges powers and duties of the retiring (or retired) Agent and the term “Agent, ” means such successor Agent and the retiring Agent’s appointment, powers and duties as 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 successorterminated. After the any retiring Agent’s resignation hereunder and under the other Loan Documentsas Agent, the provisions of this Article Section 12 and Section 9.5 13.01 shall continue in effect for the inure to its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was Agent was acting as Agentunder this Agreement. Any resignation by ▇▇▇▇▇ Fargo, as If no successor Agent pursuant to this Section shall also constitute its resignation as Issuing Lender and Swingline Lender. Upon the acceptance of a successor’s has accepted appointment as Agent hereunderby the date which is 30 days following a retiring Agent’s notice of resignation, (a) such successor the retiring Agent’s resignation shall succeed to nevertheless thereupon become effective and become vested with the Lenders shall perform 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 Agent hereunder or under the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credituntil such time, if any, outstanding at as 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 CreditRequired Lenders appoint a successor agent as provided for above.

Successor Agent. The (a) Agent may at any time give notice of its resignation to the Lenders▇▇▇▇▇▇▇, the Issuing Lender L/C Issuers, Swing Line Lender, and the CompanyBorrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation 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 Lender, 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 the Issuing Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraphAgent. Upon the acceptance of a successor’s appointment as Agent hereunderhereunder and notice of such acceptance to the retiring Agent, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, the retiring Agent’s resignation shall become immediately effective and the retiring Agent shall be discharged from all of its duties and obligations hereunder or and under the other Loan Documents (if such resignation was not already discharged therefrom effective and such duties and obligations not already discharged, as provided above below in this paragraph). The fees Fees payable by the Company Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company Borrower and such successor. After If no such successor shall have been so appointed by Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of ▇▇▇▇▇▇▇, L/C Issuers and Swing Line Lender (but without any obligation) appoint a successor Agent’s , which appointment shall not be subject to consent by Required Lenders or any Loan Party. From and following the expiration of such 30 day period, Agent shall have the exclusive right, upon 1 Business Days’ notice to ▇▇▇▇▇▇▇▇ and Lenders, to make its resignation effective immediately. From and following the effectiveness of such notice, (i) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan DocumentsDocuments and (ii) all payments, communications and determinations provided to be made by, to or through Agent shall instead be made by or to each Lender, each L/C Issuer and the Swing Line Lender directly, until such time as Required Lenders appoint a successor Agent as provided for above in this paragraph. The provisions of this Article and Section 9.5 Agreement shall continue in effect for the benefit of such any retiring Agent, Agent and its sub-agents after the effectiveness of its resignation hereunder and their respective Related Parties under the other Loan Documents in respect of any actions taken or omitted to be taken by any of them (x) while the retiring Agent was acting as Agent. Any resignation by ▇▇▇▇▇ Fargo, or was continuing to act as Agent pursuant and (y) after such resignation for as long as any of them continues 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 act in any capacity hereunder or under the other Loan Documents, including acting as collateral agent or otherwise holding any collateral security on behalf of any of the holders of the Obligations and in respect of any actions taken in connection with transferring the agency to any successor Agent. (b) Notwithstanding anything to the contrary herein, if at any time Agent assigns all of its Revolving Loan Commitments and Revolving Loans pursuant to (and in accordance with) the terms and conditions hereof, Agent may terminate Borrower’s ability to request Swing Line Advances. In the event of such termination: (i) Borrower shall be entitled to appoint another Lender to act as the successor Swing Line Lender hereunder (with such ▇▇▇▇▇▇’s consent); provided, however, that the failure of ▇▇▇▇▇▇▇▇ to appoint a successor shall not affect the resignation of Agent as the Swing Line Lender; and (ii) Agent shall retain all of the rights of the maker of Swing Line Advances provided hereunder with respect to Swing Line Advances made by it and outstanding as of the effective date of such termination, including the right to require Lenders to make Revolving Credit Advances or fund participations in outstanding Swing Line Advances pursuant to Section 2.3. (c) Notwithstanding anything to the successor Issuing Lender shall contrary herein, if at any time Agent assigns all of its Revolving Loan Commitments and Revolving Loans pursuant to (and in accordance with) the terms and conditions hereof, Agent may terminate its commitment pursuant to Section 2.6 to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at . In the time event of such succession or make other arrangements satisfactory termination: (i) Borrower shall be entitled to the retiring Issuing appoint another Lender to effectively assume act as the obligations successor L/C Issuer hereunder (with such ▇▇▇▇▇▇’s consent); provided, however, that the failure of ▇▇▇▇▇▇▇▇ to appoint a successor shall not affect the resignation of Agent as an L/C Issuer; and (ii) Agent shall retain all of the retiring Issuing Lender rights of an L/C Issuer hereunder with respect to Letters of Credit made by it and outstanding as of the effective date of such termination, including the right to require Lenders to fund their Pro Rata Share of such Letters of CreditCredit pursuant to Section 2.6.

Successor Agent. The (a) Any Agent may at any time give at least 30 days prior written notice of its resignation to the Lenders, the Issuing Lender Lenders and the CompanyAdministrative Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the approval of the Company, right to appoint a successor, or an Affiliate of any such banksuccessor Agent. If no such successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent gives notice of its resignationresignation (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 and the Issuing LenderLenders, appoint a successor Agent. Whether or not 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 appointmentbeen appointed, then such resignation shall nonetheless become effective in accordance with such notice and on the Resignation Effective Date. (a) With effect from the Resignation Effective Date, (i) 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 held by such 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 (bii) all payments, communications and determinations provided to be made by, to or through the such retiring Agent shall instead be made by or to each Lender and the Issuing Lender directly, until such time time, if any, as the Required Lenders appoint a successor Agent shall have been appointed as provided for above in this paragraphabove. 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 (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 successorDocuments. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article Article, Section 12.04 and Section 9.5 12.15 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties Agent in respect of any actions taken or omitted to be taken by any of them it while 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 under 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 (a) Subject to the terms of this Section 9.3, either Agent may resign at any time from its capacity as such or the Required Lenders can elect to remove any Agent at any time. In connection with such resignation, such Agent shall give notice of its resignation intent to resign to the LendersLenders and the Borrowers. In connection with such removal, the Issuing Lender Required Lenders shall give notice of their intent to remove such Agent to the Agents, the Lenders and the CompanyBorrowers. Upon receipt of any such notice of resignationresignation or the giving of such notice of removal, the Required Lenders shall have the right, in consultation with (but without need for consent of) the approval of the CompanyBorrower, 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) 30 days after the retiring such Agent gives notice of its resignationintent to resign or the Required Lenders give notice of their intent to replace such Agent, as the case may be, then such Agent may, on with the retiring Agent may on behalf consent of the Lenders and the Issuing LenderRequired Lenders, appoint a successor Agent meeting Agent, which shall be (i) a bank with an office in New York, New York, or an Affiliate of any such bank, (ii) a Lender or (iii) any other Person with the qualifications set forth above prior written consent of the Required Lenders; provided that if no consent of the Borrowers shall be required. Upon the acceptance of its appointment as Administrative Agent and/or Collateral Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the Agent shall notify the Company so retiring or removed, 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 the Issuing Lender directly, until such time as the Required Lenders 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)Documents. The fees payable by the Company Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between by the Company Borrowers and such successor. After . (b) Notwithstanding the foregoing, in the event no successor Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Agent’s Agent gives notice of its intent to resign or the Required Lenders give notice of their intent to replace the Agent being removed, in the case of a retirement, such Agent may give notice of the effectiveness of its resignation to the Lenders and the Borrowers, or, in the case of a removal, the Required Lenders may give notice of the effectiveness of the removal to the Agents, the Lenders and the Borrowers, in each case, whereupon, on the date of effectiveness of such resignation or removal stated in such notice, (i) the Agent so retiring or removed 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 an Agent under any Collateral Document for the benefit of the Secured Parties, the Agent so retiring or removed 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 such Agent, 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 no Agent so retiring or removed shall have any 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 (ii) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the Agent so retiring or removed; provided that (A) 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 (B) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall also directly be given or made to each Lender. (c) Following the effectiveness of either Agent's resignation or removal from its capacity as such, the provisions of this Article IX, as well as any exculpatory, reimbursement and Section 9.5 indemnification provisions set forth in any other Loan Document, shall continue in effect for the benefit of such retiring retired or removed Agent, its sub-agents sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent it was acting as Agent. Any resignation by ▇▇▇▇▇ Fargo, as an 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 in respect of the rights, powers, privileges and duties of matters referred to in the retiring Issuing Lender and Swingline Lender, proviso under clause (bb)(i) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under 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 Creditabove.

Successor Agent. The Agent may resign as Agent at any time give by providing written notice of its resignation to the LendersLenders and the Borrower, the Issuing Lender and Required Lenders may, at any time, by providing written notice to the CompanyBorrower, replace any Agent. Upon receipt of any such notice of resignationresignation or replacement, the Required Lenders shall have the right, in consultation with the approval of the CompanyBorrower, to appoint a successor, or an Affiliate of successor which shall be any such bankfinancial institution. 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 or replaced Agent may may, on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Agent. If no successor Agent meeting has been appointed pursuant to the qualifications set forth above provided that if immediately preceding sentence by the 30th day after the date such notice of resignation was given by Agent shall notify or notice of replacement was given by the Company and Required ▇▇▇▇▇▇▇, the Lenders that no qualifying Person has accepted such appointmentAgent’s resignation or replacement, then such resignation as applicable, 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 except that in the case of any collateral security held by the Agent on behalf of Lenders under any of the Loan Documents, Agent shall instead be made by or continue to each Lender and the Issuing Lender directly, hold such collateral security as nominee until such time as a successor Agent is appointed) and the Lenders shall thereafter perform all the duties of such Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders ▇▇▇▇▇▇▇ appoint a successor Agent. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring or replaced Agent, and the retiring or replaced Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided for above in this paragraphabove). Upon the acceptance of a successor’s appointment as Agent hereunder▇▇▇▇▇▇▇▇▇, and upon the execution and filing or recording of such amendments to the applicable Loan Documents, financing statements, or amendments thereto, and such amendments or supplements to the Mortgages and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to (a) reflect any such new Agent’s role and (b) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retiredretired or replaced) Agent, and the retiring (or retired or replaced) 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 paragraphSection 9). The Loan Parties shall promptly execute all documents and instruments necessary to convey all rights and interests of the retiring or replaced Agent under this Agreement, the Loan Documents and all related documents and instruments to any successor Agent. The fees payable by the Company Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company Borrower and such successor. After the retiring Agent’s resignation or replacement hereunder, the provisions of this Section 9 and Section 10 and all other rights, privileges, protections, immunities, and indemnities granted to Agent hereunder and under the other Loan Documents, the provisions of this Article and Section 9.5 Documents shall continue in effect for the benefit of such retiring or replaced Agent, its sub-agents and their respective Related Parties in respect of officers, directors, employees, Affiliates, advisors, principals, partners and agents shall inure to its benefit as to any actions taken or omitted to be taken by any of them it (i) while the retiring it was Agent was acting as Agent. Any resignation by ▇▇▇▇▇ Fargo, as Agent pursuant to under this Section shall also constitute its resignation as Issuing Lender Agreement 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 under the other Loan Documents, Documents and (cii) 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 Creditthe transition to its successor Agent.

Successor Agent. The (a) Any Agent may at any time give at least thirty (30) days prior written notice of its resignation to the Lenders, the Issuing Lender Lenders and the CompanyBorrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the approval of the Company, right to appoint a successor, or an Affiliate of any such banksuccessor Agent. If no such successor Agent 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 resignationresignation (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 and the Issuing LenderLenders, appoint a successor Agent. Whether or not 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 appointmentbeen appointed, then such resignation shall nonetheless become effective in accordance with such notice and on the Resignation Effective Date. (ab) With effect from the Resignation Effective Date, (i) 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 held by such 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 (bii) all payments, communications and determinations provided to be made by, to or through the such retiring Agent shall instead be made by or to each Lender and the Issuing Lender directly, until such time time, if any, as the Required Lenders appoint a successor Agent shall have been appointed as provided for above in this paragraphabove. 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 (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 successorDocuments. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article Article, Section 11.04 and Section 9.5 11.15 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while 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 under 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 may at any time give notice of its resignation to the Lenders, the each Issuing Lender and the CompanyBorrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the approval of the CompanyBorrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bankbank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and the each Issuing Lender, appoint a successor Agent meeting the qualifications set forth above above; provided that if the Agent shall notify the Company Borrower 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 Credit Documents (except that in the case of any collateral security held by the Agent on behalf of the 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 through the Agent shall instead be made by or to each Lender and the each Issuing Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraphSection. 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 Loan Credit Documents (if not already discharged therefrom as provided above in this paragraphSection). The fees payable by the Company Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Credit Documents, the provisions of this Article Section and Section 9.5 11.5 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent. Any resignation by ▇▇▇▇▇ Fargo, Bank of America as Agent pursuant to this Section shall also constitute its resignation as Swingline Lender and as an Issuing Lender and Swingline Lenderunder this Credit Agreement. Upon the acceptance of a successor’s appointment as Agent hereunder, (ai) 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, (bii) 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 (ciii) 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 (a) may resign at any time give as Agent under the Loan Documents by giving written notice of its resignation thereof to the Lenders, the Issuing Lender Lenders and the CompanyBorrower or (b) may be removed as administrative agent by all of the Lenders (other than any Lender that is serving as the Agent or is an affiliate of the Agent) acting unanimously or, if the Agent is then a Defaulting Lender, by the Required Lenders (in each case other than the Lender then acting as Agent) and the Borrower upon 30 days' prior written notice if the Agent (i) is found by a court of competent jurisdiction in a final, non-appealable judgment to have committed gross negligence or willful misconduct in the course of performing its duties hereunder or (ii) has become or is insolvent or has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment. Upon receipt of any such notice of resignationresignation or removal, the Required Lenders shall have the right, with the approval of the Company, right to appoint a successorsuccessor Agent which appointment shall, provided no Default or an Affiliate Event of Default exists, be subject to the Borrower’s approval, which approval shall not be unreasonably withheld or delayed (except that the Borrower shall, in all events, be deemed to have approved each Lender and any such bankof its Affiliates as a successor Agent). If no such successor Agent shall have been so appointed by in accordance with the Required Lenders immediately preceding sentence, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent gives current Agent’s giving of notice of its resignationresignation or upon the removal of the current Agent, then the retiring current Agent may may, on behalf of the Lenders and the Issuing LenderBank, appoint a successor Agent meeting the qualifications set forth above Agent, which shall be a Lender, if any Lender shall be willing to serve, and otherwise shall be an Eligible Assignee; provided that if the Agent shall notify the Company Borrower and the Lenders that no qualifying Person Lender has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and Documents, (b2) all payments, payments and communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and the Issuing Lender directlyBank directly and (3) all determinations provided to be made by the Agent shall instead be made by the Required Lenders, until such time as the Required Lenders appoint a successor Agent has been appointed as provided for above in this paragraphSection; provided, further that such Lenders and the Issuing Bank so acting directly shall be and be deemed to be protected by all indemnities and other provisions herein for the benefit and protection of the Agent as if each such Lender or Issuing Bank were itself the Agent. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Agent, and the retiring or removed Agent shall be discharged from its duties and obligations under the Loan Documents. Any resignation by, or removal of, the Agent shall also constitute the resignation by, or removal of, the Lender then acting as Agent as the Issuing Bank and as the Swingline Lender (the “Resigning Lender”), except that such Lender, in its capacity as Issuing Bank, shall continue to have obligations under the Letters of Credit issued prior to such resignation or removal until a successor Agent is appointed (and shall be afforded all of the protections and rights of the Issuing Bank hereunder with respect thereto). Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of hereunder (i) the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent Resigning Lender shall be discharged from all of its duties and obligations hereunder or under of the other Loan Documents (if not already discharged therefrom as provided above in this paragraph). The fees payable by Issuing Bank and 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 resignation Swingline Lender hereunder and under the other Loan DocumentsDocuments and (ii) the successor Agent shall issue letters of credit in substitution for all Letters of Credit issued by the Resigning Lender as Issuing Bank outstanding at the time of such succession (which letters of credit issued in substitutions shall be deemed to be Letters of Credit issued hereunder) or make other arrangements satisfactory to the Resigning Lender to effectively assume the obligations of the Resigning Lender with respect to such Letters of Credit. After any Agent’s resignation or removal hereunder as Agent, the provisions of this Article and Section 9.5 XI. shall continue in effect for the to inure to its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by it while it was Agent under the Loan Documents. Notwithstanding anything contained herein to the contrary, the Agent may assign its rights and duties under the Loan Documents to any of them while its Affiliates by giving the retiring Agent was acting as Agent. Any resignation by ▇▇▇▇▇ Fargo, as Agent pursuant to this Section shall also constitute its resignation as Issuing Borrower and each 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 under 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 Creditprior written notice.

Successor Agent. The (a) Each Agent may resign from the performance of all its functions and duties hereunder and under the other Loan Documents at any time give by giving at least thirty (30) Business Days' prior written notice to the Administrative Borrower and each Lender. Such resignation shall take effect upon the acceptance by a successor Agent of appointment pursuant to clauses (b) and (c) below or as otherwise provided below. Any resignation by Bank of America as Administrative Agent shall also constitute its resignation to the Lenders, the Issuing Lender and the Company. as L/C Issuer. (b) Upon receipt of any such 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 Lender, appoint a successor Agent; provided, that, so long as no Event of Default shall have occurred and be continuing, if such successor Agent meeting is not the qualifications set forth above provided that if other Agent hereunder (or any of its Affiliates or Related Funds), such appointment shall be made with the consent of the Administrative Borrower (which consent shall not be unreasonably withheld, delayed or conditioned). Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall notify thereupon succeed to and become vested with all the Company rights, powers, privileges and duties of the Lenders that no qualifying Person has accepted such appointmentretiring Agent, 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 under this Agreement 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 the Issuing Lender directly, until such time as the Required Lenders 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 resignation hereunder and under the other Loan Documents. After any Agent's resignation hereunder as an Agent, the provisions of this Article and Section 9.5 ARTICLE XI shall continue in effect for the inure to its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement and the other Loan Documents. (c) If a successor Agent shall not have been so appointed within said thirty (30) Business Day period, the retiring Agent, with the consent of the other Agent shall then appoint a successor Agent who shall serve as an Agent until such time, if any, as the Required Lenders, with the consent of the other Agent, appoint a successor Agent as provided above; provided, that, so long as no Event of Default shall have occurred and be continuing, if such successor Agent is not the other Agent hereunder (or any of them while its Affiliates or Related Funds), such appointment shall be made with 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 consent of the rightsAdministrative Borrower (which consent shall not be unreasonably withheld, powers, privileges delayed or conditioned). (d) In the case of the resignation of the Administrative Agent from the performance of all its functions and duties of the retiring Issuing Lender hereunder and Swingline Lender, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, if no successor Administrative Agent accepts appointment as Administrative Agent within said thirty (30) Business Day period, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and (c) the successor Issuing Lender Collateral Agent shall issue letters perform all of credit in substitution for the Letters duties of Creditthe Administrative Agent hereunder until such time, 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 as a successor Administrative Agent is appointed in accordance with respect to such Letters of Creditthis Section 11.07.

Successor Agent. The Agent may resign at any time give as Agent under the Loan Documents by giving written notice of its resignation thereof to the LendersLenders and the Borrower. The Agent may be removed as Agent under the Loan Documents for good cause by the Requisite Lenders upon 30 days’ prior notice. Upon any such resignation or removal, the Issuing Requisite Lenders (other than the Lender and then acting as Agent, in the Company. Upon receipt case of any such notice the removal of resignation, the Required Lenders Agent under the immediately preceding sentence) shall have the right, with the approval of the Company, right to appoint a successorsuccessor Agent which appointment shall, provided no Default or an Affiliate Event of any such bankDefault exists, be subject to the Borrower’s approval, which approval shall not be unreasonably withheld or delayed (except that the Borrower shall, in all events, be deemed to have approved each Lender and its Affiliates as a successor Agent). If no such successor Agent shall have been so appointed by in accordance with the Required Lenders immediately preceding sentence, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent gives resigning Agent’s giving of notice of its resignationresignation or the Lenders’ removal of the resigning Agent, then the retiring resigning or removed Agent may may, on behalf of the Lenders and the Issuing LenderLenders, 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 appointmentAgent, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Agent which shall be discharged from its duties a Lender, if any Lender shall be willing to serve, and obligations hereunder and under the other Loan Documents and (b) all payments, communications and determinations provided to otherwise shall be made by, to or through the Agent shall instead be made by or to each Lender and the Issuing Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraphcommercial bank having total combined assets of at least $50,000,000,000. Upon the acceptance of a successor’s any appointment as Agent hereunderhereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) removed Agent, and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph)Documents. The fees payable by the Company to a Such 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 resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 9.5 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as 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 under 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 shall make other arrangements satisfactory to the retiring Issuing Lender current Agent, in either case, to assume effectively assume the obligations of the retiring Issuing Lender current Agent with respect to such Letters of Credit. After any Agent’s resignation or removal hereunder as Agent, the provisions of this Article XI. shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under the Loan Documents.

Successor Agent. The Subject to the appointment and acceptance of a successor the Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time give notice of its resignation to by notifying the Lenders, the Issuing Lender Bank and the CompanyBorrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the approval of the Company, right to appoint a successor, or subject to the consent of the Borrower (which consent shall not be unreasonably withheld); provided that the Borrower's consent shall not be required if an Affiliate Event of any such bankDefault exists. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may may, on behalf of the Lenders and the Issuing LenderBank, appoint a successor Administrative Agent meeting which shall be a bank with an office in New York, New York, or an Affiliate of any such bank, subject to the qualifications set forth above consent of the Borrower (which consent shall not be unreasonably withheld); provided that the Borrower's consent shall not be required 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 the Issuing Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraphan Event of Default exists. Upon the acceptance of its appointment as Administrative Agent hereunder by 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) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph)hereunder. The fees payable by the Company Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company Borrower and such successor. After the retiring Administrative Agent’s 's resignation hereunder and under the other Loan Documentshereunder, the provisions of this Article IX and Section 9.5 10.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent it was acting as Administrative 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 under 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 may resign at any time give as Agent under the Loan Documents by giving written notice of its resignation thereof to the Lenders, the Issuing Lender Lenders and the CompanyBorrower. Upon receipt of any such notice of resignation, the Required Requisite Lenders shall have the right, with the approval of the Company, right to appoint a successorsuccessor Agent which appointment shall, provided no Default or an Affiliate Event of Default exists, be subject to the Borrower’s approval, which approval shall not be unreasonably withheld or delayed (except that the Borrower shall, in all events, be deemed to have approved each Lender and any such bankof its affiliates as a successor Agent). If no such successor Agent shall have been so appointed by in accordance with the Required Lenders immediately preceding sentence, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent gives resigning Agent’s giving of notice of its resignation, then the retiring resigning Agent may may, on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Agent meeting the qualifications set forth above provided that Agent, which shall be a Lender, if the any Lender shall be willing to serve, and otherwise shall be an Eligible Assignee. The current Agent shall notify continue to act as Agent hereunder until 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 earlier of (a) 30 days after the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and then current Agent’s resignation or (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 the Issuing Lender directly, until such time as the Required Lenders appoint date on which a successor Agent as provided for above in this paragraphis appointed by the Requisite Lenders. Upon the acceptance of a successor’s any appointment as Agent hereunderhereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) current Agent, and the retiring current 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 successorDocuments. After the retiring any Agent’s resignation hereunder and under the other Loan Documentsas Agent, the provisions of this Article and Section 9.5 XII. shall continue in effect for the to inure to its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by it while it was Agent under the Loan Documents. Notwithstanding anything contained herein to the contrary, the Agent may assign its rights and duties under the Loan Documents to any of them while its affiliates by giving the retiring Agent was acting as Agent. Any resignation by ▇▇▇▇▇ Fargo, as Agent pursuant to this Section shall also constitute its resignation as Issuing Borrower and each 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 under 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 Creditprior written notice.

Successor Agent. The Subject to the appointment and acceptance of --------------- a successor Agent as provided below, the Agent may resign at any time give by giving notice of its resignation thereof to the Lenders, the Issuing Lender Lenders and the CompanyBorrower and the Agent may be removed at any time with cause by the Required Lenders. Upon receipt of any such notice of resignationresignation or removal, the Required Lenders shall will have the right, after notice to and consultation with the approval Borrower and with the prior written consent of the CompanyBorrower (which consent shall not be unreasonably withheld, conditioned or delayed) if (but only if) no Default has then occurred and is continuing, to appoint another Lender as a successor, or an Affiliate of any such banksuccessor Agent. If no such successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent gives Agent's giving of notice of its resignationresignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may may, on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Agent meeting Agent, which shall be a commercial bank organized under the qualifications set forth above provided that laws of the U.S. or any state thereof or of a foreign country if acting through its U.S. branch and having combined capital and surplus of at least $100,000,000. Upon the acceptance of its appointment as successor Agent, such successor Agent shall notify thereupon succeed to and become vested with all rights, powers, privileges, immunities and duties of the Company resigning or removed Agent, 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 resigning or removed Agent shall be discharged from its duties and obligations hereunder under this Agreement 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 the Issuing Lender directly, until such time as the Required Lenders 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 resignation hereunder and under the other Loan Documents. After any Agent's resignation or removal as Agent, the provisions of this Article and Section 9.5 12 shall continue in effect for the its ---------- benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while it was the retiring Agent. Each Agent was (including each successor Agent) agrees that, so long as it is acting as Agent. Any resignation by ▇▇▇▇▇ FargoAgent under this Agreement, as Agent pursuant to it shall be a Lender under this Section Agreement and shall also constitute its resignation as Issuing Lender and Swingline Lender. Upon have or hold the acceptance lesser of a successor’s appointment as Agent hereunder, (a) such successor shall succeed to and become vested with all Commitments, Loans and/or Letter of Credit aggregating at least $10,000,000 in amount, calculated based upon the sum of the rightsAgent's (as a Lender hereunder) outstanding Revolving Credit Loans Commitment (or, powersif such Commitment has terminated or expired, privileges the outstanding principal amount of its Revolving Credit Loans and duties its Letter of Credit Liabilities), plus the retiring Issuing Lender and Swingline Lenderoutstanding principal amount of its Term Loans, ---- plus its outstanding Acquisition Loans Commitments, plus the outstanding ---- ---- principal amount of its Acquisition Loans or (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all an Aggregate Commitment Percentage of their respective duties and obligations hereunder or under 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 Creditleast 7.5%.

Successor Agent. The (a) Any Agent may at any time give at least 30 days prior written notice of its resignation to the Lenders, the Issuing Lender Lenders and the CompanyBorrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the approval of the Company, right to appoint a successor, or an Affiliate of any such banksuccessor Agent. If no such successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent gives notice of its resignationresignation (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 and the Issuing LenderLenders, appoint a successor Agent. Whether or not 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 appointmentbeen appointed, then such resignation shall nonetheless become effective in accordance with such notice and on the Resignation Effective Date. a. With effect from the Resignation Effective Date, (ai) 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 held by such 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 (bii) all payments, communications and determinations provided to be made by, to or through the such retiring Agent shall instead be made by or to each Lender and the Issuing Lender directly, until such time time, if any, as the Required Lenders appoint a successor Agent shall have been appointed as provided for above in this paragraphabove. 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 (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 successorDocuments. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article Article, Section 12.04 and Section 9.5 12.15 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while 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 under 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 may resign at any time give as Agent under the Loan Documents by giving written notice of its resignation thereof to the LendersLenders and the Borrower. The Agent may be removed as Agent under the Loan Documents for good cause by the Requisite Lenders upon 30 days’ prior notice. Upon any such resignation or removal, the Issuing Requisite Lenders (other than the Lender and then acting as Agent, in the Company. Upon receipt case of any such notice the removal of resignation, the Required Lenders Agent under the immediately preceding sentence) shall have the right, with the approval of the Company, right to appoint a successorsuccessor Agent which appointment shall, provided no Default or an Affiliate Event of any such bankDefault shall have occurred and be continuing, be subject to the Borrower’s approval, which approval shall not be unreasonably withheld or delayed (except that the Borrower shall, in all events, be deemed to have approved each Lender and its affiliates as a successor Agent). If no such successor Agent shall have been so appointed by in accordance with the Required Lenders immediately preceding sentence, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent gives resigning Agent’s giving of notice of its resignationresignation or the Lenders’ removal of the resigning Agent, then the retiring resigning or removed Agent may may, on behalf of the Lenders and the Issuing LenderLenders, 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. Any successor Agent meeting hereunder shall hold a Commitment in an amount not less than $20,000,000. Upon the qualifications set forth above provided that if the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall notify thereupon succeed to and become vested with all the Company rights, powers, privileges and duties of the Lenders that no qualifying Person has accepted such appointmentretiring Agent, 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 the Issuing Lender directly, until such time as the Required Lenders 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 successorDocuments. After the retiring any Agent’s resignation or removal hereunder and under the other Loan Documentsas Agent, the provisions of this Article and Section 9.5 XI. shall continue in effect for the to inure to its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was 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 under 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 may at any time give resign as Agent upon 30 days' notice of its resignation to the LendersLenders and the Borrower. If the Agent shall resign as Agent under this Agreement, the Issuing Lender and the Company. Upon receipt of any such notice of resignation, the Required Majority Lenders shall have appoint from among the right, with Lenders a successor agent for the Lenders which successor agent shall be subject to the approval of the CompanyBorrower if no Event of Default has occurred and is continuing, such approval not to appoint a successor, be unreasonably withheld or an Affiliate of any such bankdelayed. If no such successor shall have been so agent is appointed by prior to the Required Lenders and shall have accepted such appointment within thirty (30) days after effective date of the retiring Agent gives notice resignation of its resignationthe Agent, then the retiring Agent may on behalf of appoint, after consulting with the Lenders and subject to the Issuing Lenderapproval of the Borrower if no Event of Default has occurred and is continuing, appoint such approval not to be unreasonably withheld or delayed, a successor Agent meeting the qualifications set forth above provided that if the Agent shall notify the Company and agent from among 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 or any Lender Affiliate. Any successor Agent appointed under this Section 11.09 shall be discharged from its duties and obligations hereunder and a commercial bank organized under the other Loan Documents laws of the United States or any State thereof, and (b) all payments, communications having a combined capital and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and the Issuing Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraphsurplus of at least $500,000,000. Upon the acceptance of a successor’s its appointment as Agent successor agent hereunder, such successor agent shall succeed to and become vested with all of the rights, powers, privileges powers and duties of the retiring (or retired) Agent and the term "Agent, " shall mean such successor agent and the retiring Agent's appointment, powers and duties as 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 successorterminated. After the any retiring Agent’s 's resignation hereunder and under the other Loan Documentsas Agent, the provisions of this Article XI and Section 9.5 Sections 12.04 and 12.05 shall continue in effect for the inure to its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was Agent was acting as Agentunder this Agreement. 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 If no successor agent has accepted appointment as Agent hereunderby the date which is 30 days following a retiring Agent's notice of resignation, (a) such successor the retiring Agent's resignation shall succeed to nevertheless thereupon become effective and become vested with the Lenders shall perform 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 Agent hereunder or under the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credituntil such time, if any, outstanding at as 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 CreditMajority Lenders appoint a successor agent as provided for above.

Successor Agent. The Agent may at any time give resign as Agent upon twenty --------------- (20) days' notice of its resignation to the Lenders. The Agent may be removed by the Required Participants in the event that (i) the Agent fails to comply in any material respect with its duties hereunder and under the other Operative Documents and such failure continues for a period of fifteen (15) days after receipt by Agent of written notice thereof from the Required Participants, or (ii) the Issuing Lender Agent is guilty of willful misconduct or gross negligence in the performance of its duties hereunder and under the Operative Documents. If the Agent shall be removed or resign as Agent under this Loan Agreement and the Companyother Operative Documents, then the Required Participants shall appoint a successor agent for Lenders, which successor agent shall be a commercial bank organized under the laws of the United States of America or any State thereof or under the laws of another country which is doing business in the United States of America and having a combined capital, surplus and undivided profits of at least $100,000,000 (and if no Lease Default or Lease Event of Default exists, shall be approved by the Lessee (which consent shall not be unreasonably withheld)), whereupon such successor agent shall succeed to the rights, powers and duties of the Agent, and the term "Agent" shall mean such successor agent effective upon such appointment and approval, and the former Agent's rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Loan Agreement or any holders of the Notes. Upon receipt of any such If no successor Agent has accepted appointment as Agent by the date which is twenty (20) days following a resigning Agent's notice of resignation, the Required Lenders resigning Agent's resignation 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 Lender, appoint a successor Agent meeting the qualifications set forth above provided that if the Agent shall notify the Company nevertheless thereupon become effective 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) perform all of 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 of the Agent shall instead be made by or to each Lender and the Issuing Lender directly, hereunder until such time time, if any, as Lenders holding a majority of the Required Lenders outstanding Loans appoint a successor Agent as provided for above in this paragraphabove. Upon the acceptance of a successor’s appointment After any retiring Agent's resignation as Agent hereunderAgent, 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 resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 9.5 X shall continue in effect for the inure to its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to --------- be taken by any of them it while the retiring it was Agent was acting as Agent. Any resignation by ▇▇▇▇▇ Fargo, as Agent pursuant to under this Section shall also constitute its resignation as Issuing Lender Loan Agreement 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 under the other Operative Documents. 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.Agreement ARTICLE XI

Successor Agent. The An Agent may resign at any time give by giving notice of its resignation thereof to the Lenders, the Issuing Lender Borrower, the Collateral Manager and the Companyeach Rating Agency then rating any Class of Loans. Upon receipt of any such notice of resignation, the Required Majority Lenders shall have the right, with the approval of the Company, right to appoint a successorsuccessor Agent with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed); provided that any such successor agent is then a Lender hereunder. In addition, upon the affirmative vote of the Majority Lenders exercising good faith that an Agent has acted with gross negligence or committed an act of willful misconduct or failed to act as required due to gross negligence or willful misconduct in its capacity as agent for the Lenders hereunder, the Majority Lenders may immediately remove such Agent; provided further, in the case of the removal of the Administrative Agent, that (i) for the purposes of such vote a Lender who is also the Administrative Agent (or an Affiliate thereof) shall not be included in the determination of Majority Lenders and (ii) prior to such resignation the Majority Lenders shall provide to the Administrative Agent a written statement setting forth the Majority Lenders' basis for claiming that the Administrative Agent has acted with gross negligence or committed an act of willful misconduct or failed to act as required due to gross negligence or willful misconduct. In the case of any such bank. If Agent, if no such successor Agent shall have been so appointed by the Required Majority Lenders and approved by the Borrower, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent gives notice of its resignationresignation or removal thereof, then the retiring Agent may on behalf (i) petition a court of the Lenders and the Issuing Lender, competent jurisdiction to appoint a successor Agent meeting the qualifications set forth above provided that if the or (ii) appoint a successor Agent, in each case, which such successor Agent shall notify be a commercial bank organized or licensed under the Company laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $50,000,000. Upon the Lenders that no qualifying Person has accepted acceptance of its appointment as such appointmentAgent hereunder by a successor Agent, then such resignation successor Agent shall nonetheless thereupon succeed to and become effective in accordance vested with such notice all the rights and (a) duties of the retiring Agent, and 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 the Issuing Lender directly, until such time as the Required Lenders 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 Borrower shall be discharged from all provide written notice of its duties such appointment to the Lenders, the Collateral Manager 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 successoreach Rating Agency then rating any Class of Loans. After the any retiring Agent’s 's resignation hereunder and under the other Loan Documentsas Agent, the provisions of this Article and Section 9.5 VII shall continue in effect for the inure to its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring Agent it was acting as an 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 under 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 (a) Any Agent may at any time give at least 30 days prior written notice of its resignation to the Lenders, the Issuing Lender Lenders and the CompanyBorrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the approval of the Company, right to appoint a successor, or an Affiliate of any such banksuccessor Agent. If no such successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent gives notice of its resignationresignation (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 and the Issuing LenderLenders, appoint a successor Agent. Whether or not 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 appointmentbeen appointed, then such resignation shall nonetheless become effective in accordance with such notice and on the Resignation Effective Date. (ab) With effect from the Resignation Effective Date, (i) 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 held by such 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 (bii) all payments, communications and determinations provided to be made by, to or through the such retiring Agent shall instead be made by or to each Lender and the Issuing Lender directly, until such time time, if any, as the Required Lenders appoint a successor Agent shall have been appointed as provided for above in this paragraphabove. 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 (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 successorDocuments. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article Article, Sections 11.4 and Section 9.5 11.15 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while 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 under 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 Any Agent may resign at any time give by giving five (5) Business Days’ written notice of its resignation thereof to the Lenders, the Issuing Lender Bank, the other Agents and the CompanyBorrower. Upon receipt any such resignation of any such notice of resignationAgent, the Required Lenders (or, in the case of the resignation of the Term Loan Agent, the Required Term Loan Lenders) shall have the right, with the approval of the Company, right to appoint a successorsuccessor Agent, which so long as there is no Default or an Affiliate Event of any such bankDefault, shall be reasonably satisfactory to the Borrower (whose consent shall not be unreasonably withheld or delayed). If no such successor Agent shall have been so appointed by the Required Lenders (or, in the case of a successor Term Loan Agent, the Required Term Loan Lenders) and shall have accepted such appointment appointment, within thirty (30) days after the retiring Agent gives Agent’s giving of notice of its resignation, then the retiring Agent may may, on behalf of the Lenders Lenders, the other Agents and the Issuing LenderBank, appoint a successor Agent meeting which shall be a Person capable of complying with all of the qualifications set forth above provided that if 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 Event of Default, shall be reasonably satisfactory to the Borrower (whose consent shall not be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall notify thereupon succeed to and become vested with all the Company rights, powers, privileges and duties of the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice retiring Agent 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 the Issuing Lender directly, until such time as the Required Lenders 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 successorAgreement. After the any retiring Agent’s resignation hereunder and under the other Loan Documentsas such Agent, the provisions of this Article and Section 9.5 VIII shall continue in effect for the inure to its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was such Agent was acting as Agent. Any resignation by ▇▇▇▇▇ Fargo, as Agent pursuant to under 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 under 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 CreditAgreement.

Successor Agent. The Agent may If at any time give notice the Agent deems it advisable, in its sole discretion, it may submit to each of the Lenders and the Swing Line Lender a written notification of its resignation as Agent under the Loan Documents, such resignation to be effective on the Lenders, forty-third day after the Issuing Lender and the Companydate of such notice. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the approval prior written consent of the CompanyCompany (which consent shall not be unreasonably withheld), if at such time no Default or Event of Default exists, to appoint from among the Lenders a successor, or an Affiliate of any such banksuccessor Agent. If no such successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment ap- pointment within thirty (30) 33 days after the retiring Agent gives Agent's giving of notice of its resignation, then the retiring Agent may Company may, if at such time no Default or Event of Default exists, on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Agent meeting the qualifications set forth above Agent, which appointment shall be conclusive and binding 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 successor Agent shall be discharged from its duties and obligations hereunder and a commercial bank organized or licensed under the other Loan Documents laws of the United States of America or of any State thereof and (b) all payments, communications having a combined capital and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and the Issuing Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraphsurplus of at least $500,000,000. Upon the acceptance of a successor’s any appointment as Agent hereunderhereunder by a suc- cessor Agent, such successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent's rights, powers, privileges and duties as Agent under the Loan Documents 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)terminated. The fees payable by Company, the Company to a successor Agent Swing Line Lender and the Lenders shall execute such documents as shall be the same as those payable reasonably necessary to its predecessor unless otherwise agreed between the Company and effect such successorappointment. After the any retiring Agent’s 's resignation or removal hereunder and under the other Loan Documentsas Agent, the provisions of this Article and Section 9.5 paragraph 10.9 shall continue in effect for the inure to its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by it while it was Agent under the Loan Documents. If, notwithstanding the foregoing, at any of them while the retiring Agent was time there shall not be a duly appointed and 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 the Company agrees 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 make each payment due under 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 Documents directly to the retiring Issuing Lenders and the Swing Line Lender to effectively assume the obligations of the retiring Issuing Lender with respect to entitled thereto during such Letters of Credittime.

Successor Agent. The Each Agent may resign as such at any time give upon at least 30 days’ prior notice of its resignation to the Lenders, the Issuing Lender and the CompanyBorrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the approval of the CompanyBorrower, to appoint a successor, or an Affiliate of any such banksuccessor Agent from among the Lenders. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may may, on behalf of the Lenders and the Issuing Lender, appoint a successor Agent, which successor shall be a commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, in each case, having combined capital and surplus of at least $500,000,000; provided that if such retiring Agent meeting is unable to find a commercial banking institution that is willing to accept such appointment and which meets the qualifications set forth above provided that if above, the Agent retiring Agent’s resignation shall notify the Company nevertheless thereupon become effective, and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice assume and (a) perform all of the retiring duties of the 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 the Issuing Lender directly, until such time time, if any, as the Required Lenders appoint a successor Agent as provided for above in this paragraphAgent. Upon the acceptance of its appointment as an Agent hereunder by 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 Loan Documents (if not already discharged therefrom as provided above in this paragraph)Documents. The fees payable by the Company Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company Borrower and such successor. After the retiring an Agent’s resignation hereunder and under the other Loan Documentshereunder, the provisions of this Article X, Section 11.03 and Section 9.5 Sections 11.08 to 11.10 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties Affiliates in respect of any actions taken or omitted to be taken by any of them while the retiring Agent it 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 under 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 Each of the Administrative Agent and the Collateral Agent may voluntarily resign as administrative agent or collateral agent, as applicable, at any time give by giving ten Business Days’ prior written notice of its resignation thereof to the Lendersother Agent, the Issuing Lender Administrative Borrower and the CompanyLenders. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the approval of the Company, right to appoint a successorsuccessor Administrative Agent or Collateral Agent, or an Affiliate of any such bankas applicable. 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 may, on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Agent meeting the qualifications set forth above provided that if the Agent shall notify the Company and from among the Lenders that no qualifying Person has accepted or from among those financial institutions who regularly provide such appointment, then such resignation shall nonetheless become effective services 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 the Issuing Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraphNew York financial markets. Upon the acceptance of a successor’s any appointment as Agent hereunderhereunder by a successor Agent, such that successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall promptly (i) transfer to such successor Agent all sums, securities and other items of collateral (if any) held by it under the Loan Documents, together with all records and other documents necessary or retired) Agentappropriate in connection with the performance of the duties of the successor Agent under the Loan Documents, and (ii) execute and deliver to such successor Agent such documents, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Agent of the rights and benefits under the Loan Documents, whereupon such 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 successorhereunder. After the any retiring Agent’s resignation hereunder and under the other Loan Documentsas Agent, the provisions of this Article and Section 9.5 XIII shall continue in effect for the inure to its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring Agent it 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 under 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.