Common use of Successor Clause in Contracts

Successor. The Administrative Agent may resign as such at any time upon at least 30 days’ prior notice to the Borrower and all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent that shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or 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, and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. After any retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. The Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section, the Administrative Agent may resign as such at any time upon at least 30 days’ prior notice to the Borrower Lenders, the Issuing Bank and all Lendersthe Borrower. If the Administrative Agent at Upon any time shall resignsuch resignation, the Required Lenders may shall have the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint another Lender as a successor Administrative Agent that shall thereupon become the Administrative Agent hereundersuccessor. If no successor Administrative Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Administrative Agent’s giving Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the LendersLenders and the Issuing Bank, appoint a successor Administrative Agent, which Agent that shall be one a bank with an office in New York, New York, or an Affiliate of the Lenders or 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, and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for abovebank. Upon the acceptance of any its appointment as the Administrative Agent hereunder by a successor Administrative Agentsuccessor, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan DocumentsDocuments in its capacity as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After any retiring the Administrative Agent’s resignation hereunder as the Administrative Agenthereunder, the provisions of this Article VIII and Section 9.03 shall inure to continue in effect for the benefit of such retiring Administrative Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Administrative Agent was acting as the Administrative Agent under the Loan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefitAgent.

Successor. The Administrative Agent may resign as such may, subject (at any time no Event of Default or Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, assign all of its rights and obligations as the Agent under the Loan Documents to any of its Affiliates, which Affiliate shall then be the successor Agent under the Loan Documents. The Agent may also, upon at least 30 days’ ' prior notice to the Borrower and all LendersBorrower, voluntarily resign. If the Administrative initial or any successor Agent at ever ceases to be a party to this Agreement or if the initial or any time shall resignsuccessor Agent ever resigns, then the Required Lenders shall (which, if no Event of Default or Default has occurred and is continuing, is subject to the Borrower's approval that may not be unreasonably withheld) appoint another Lender as the successor Agent from among the Lenders (other than the resigning Agent). If the Required Lenders fail to appoint a successor Administrative Agent that shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving resigning Agent has given notice of resignation, then the retiring Administrative resigning Agent may, on behalf of the Lenders, upon thirty (30) days prior notice to the Borrower, appoint a successor Administrative Agent, subject (at any time no Event of Default or Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, which shall must be one of the Lenders or 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, and bank having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such 1,000,000,000 (as shown on its most recently published statement of condition). Upon its acceptance of appointment and that meets the qualifications set forth in aboveas successor Agent, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative rights of the prior Agent, and the retiring Administrative prior Agent shall be discharged from its duties and obligations as Agent under the Loan Documents, and each Lender shall execute the documents that any Lender, the resigning Agent or the successor Agent reasonably requests to reflect the change. After any retiring Administrative Agent’s 's resignation hereunder as the Administrative AgentAgent under the Loan Documents, the provisions of this Article shall section inure to its benefit as to any actions taken or omitted to be not taken by it while it was the Administrative Agent under the Loan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. The Syndication Agent may resign as such upon one Business Day's notice to the Borrower and the Administrative Agent. The Administrative Agent may resign as such at any time upon at least 30 days’ ' prior notice to the Borrower and all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may may, with the prior consent of the Borrower (which consent shall not be unreasonably withheld), appoint another Lender as a successor Administrative Agent that which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or 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, and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documentsthis Agreement. After any retiring Administrative Agent’s 's resignation hereunder as the Administrative Agent, the provisions of (i) this Article X shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documentsthis Agreement, and (ii) Section 10.3 11.3 and Section 10.4 11.4 shall continue to inure to its benefit.

Successor. The Administrative Agent may resign as such at any time upon at least 30 thirty (30) days’ ' prior notice to the Borrower Borrower, all Lenders and all Issuing Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may may, within ten (10) days after such notice and with the consent of the Borrower (not to be unreasonably withheld), appoint another Lender as a successor Administrative Agent that which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Administrative Agent’s 's giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, after notice to and consultation with the Borrower, appoint a successor Administrative Agent, which shall be one of the Lenders or 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 institutionan Assignee, and having shall have a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documentsthis Agreement. After the effective date of any retiring Administrative Agent’s 's resignation hereunder as the Administrative Agent, the provisions of (a) this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, this Agreement; and (b) Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. The Administrative Any Agent may resign as such at any time upon at least 30 days’ prior notice to the Borrower and all Lenders. If the Administrative any Agent at any time shall resign, the Required Lenders may appoint (subject to, so long as no Event of Default has occurred and is continuing, the reasonable consent of the Borrower not to be unreasonably withheld or delayed) another Lender as a such Person’s successor Administrative Agent that which shall thereupon become the Administrative applicable Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, Lenders (and consented to by the Borrower) and shall have accepted such appointment, appointment within 30 days after the retiring Administrative such Agent’s giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or 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, and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that which is willing to accept such appointment and that which meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative such Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of any appointment as Administrative an Agent hereunder by a any successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. After any retiring Administrative Agent’s resignation hereunder as the Administrative an Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative an Agent under the Loan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. The Administrative Agent may resign as such at any time upon at least 30 days’ prior notice to the Borrower and all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may may, with the consent of the Borrower (not to be unreasonably withheld or delayed) so long as no Default then exists, appoint another Lender as a successor Administrative Agent that which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lendersappointed, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or 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, and having a combined capital and surplus of at least $250,000,000; provided that, if, that if such retiring Administrative Agent is unable to find a commercial banking institution that which is willing to accept such appointment and that which meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. After any retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and Section Sections 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. The Administrative Agent Any of the Agents may resign as such at any time upon at least 30 days’ prior notice to the Borrower and all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may may, with the consent of the Borrower, appoint another Lender as a the successor Administrative Agent that which shall thereupon become the Administrative Agent hereunder; provided that the consent of the Borrower shall not be required if an Event of Default has occurred and is continuing. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving notice of resignation, then the retiring Administrative Agent may, on behalf of the LendersLenders and the Issuing Banks, appoint a successor Administrative Agent, which shall be one of the Lenders or and a commercial banking institution organized under the laws of the United States U.S. (or any State thereof) or a United States U.S. branch or agency of a commercial banking institution, in each case having an office or place of business in the State of New York and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above500,000,000. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documentsthis Agreement. After any a retiring Administrative Agent’s resignation hereunder as the an Administrative Agent, the provisions of this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documentsthis Agreement, and Section 10.3 and 10.4 (and, with respect to the Administrative Agent, Section 10.4 10.3) shall continue to inure to its benefit.

Successor. The Administrative Agent Any of the Agents may resign as such at any time upon at least 30 days’ prior notice to the Borrower other Agents, the Borrowers and all Lenders. If the Administrative an Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent that which shall thereupon become the Administrative applicable Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving notice of resignation, then the such retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or 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, and having a combined capital and surplus of at least $250,000,000; provided that, if, that if such retiring Administrative Agent is unable to find a commercial banking institution that which is willing to accept such appointment and that which meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of any appointment as Administrative an Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. After any retiring Administrative Agent’s resignation hereunder as the Administrative an Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative an Agent under the Loan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. The Syndication Agent may resign as such upon one Business Day's notice to the Borrower and the Administrative Agent. The Administrative Agent may resign as such at any time upon at least 30 days’ ' prior notice to the Borrower and all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may may, with the prior consent of the Borrower (which consent shall not be unreasonably withheld), appoint another Lender as a successor Administrative Agent that which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States U.S. (or any State thereof) or a United States U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documentsthis Agreement. After any retiring Administrative Agent’s 's resignation hereunder as the Administrative Agent, the provisions of of (a) this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and this Agreement; and (b) Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. The Administrative Each Agent may resign as such at any time upon at least 30 days’ prior notice to the Borrower and all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent that which shall thereupon become the Administrative Agent or Collateral Agent, as applicable, hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent or Collateral Agent, as applicable, which shall be one of the Lenders or 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, and having a combined capital and surplus of at least $250,000,000; provided thatprovided, that if, such retiring Administrative Agent is unable to find a commercial banking institution that which is willing to accept such appointment and that which meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent or Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. After any retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. The Administrative Agent Any of the Agents may resign as such at any time upon at least 30 days’ prior notice to the Borrower and all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a the successor Administrative Agent that which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving notice of resignation, then the retiring Administrative Agent may, on behalf of the LendersLenders and the Issuing Banks, appoint a successor Administrative Agent, which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States U.S. (or any State thereof) or a United States U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above500,000,000. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documentsthis Agreement. After any a retiring Administrative Agent’s resignation hereunder as the a Administrative Agent, the provisions of this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documentsthis Agreement, and Section 10.3 and 10.4 (and, with respect to the Administrative Agent, Section 10.4 10.3) shall continue to inure to its benefit.

Successor. The Administrative Agent may resign as such at any time upon at least 30 days’ prior notice to the Borrower Borrowers and all Lenders. The Administrative Agent may be removed at any time upon the affirmative vote of the Required Lenders. If the Administrative Agent at any time shall resignresign or be removed, the Required Lenders may appoint another Lender as a successor Administrative Agent that which shall thereupon become the Administrative Agent hereunder. If In the case of the Administrative Agent’s resignation, if no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or 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, and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent and the payment of the reasonable fees and expenses (including attorney’s fees and expenses) of the resigning or removed Administrative Agent), such successor Administrative Agent shall be entitled to receive from the retiring or removed Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring or removed Administrative Agent, and the . The retiring or removed Administrative Agent shall cooperate in all respects with the transition of the Administrative Agent role to the successor Administrative Agent and shall, following such transition, be discharged from its duties and obligations under the Loan Documents. After any retiring or removed Administrative Agent’s resignation or removal, as applicable, hereunder as the Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and Section 9.1, Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. The Administrative Agent may resign as such from its agency position at any time upon at least 30 days’ prior notice to the Borrower and all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may may, upon at least 3 days’ (so long as one of such days is a Business Day) prior notice to the Borrower and all Lenders, appoint another Lender as a successor Administrative Agent that Agent, which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, upon at least 3 days’ prior notice to the Borrower and all Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States U.S. (or any State thereof) or a United States U.S. branch or agency of a commercial banking institution, and having (x) a combined capital and surplus of at least $250,000,000250,000,000 and (y) a credit rating of AA or better by ▇▇▇▇▇’▇ or a comparable rating by S&P; provided thatprovided, however, that if, after expending all reasonable commercial efforts, such retiring Administrative Agent is unable to find a commercial banking institution that which is willing to accept such appointment and that which meets the qualifications set forth in clause (y) above, the such retiring Administrative Agent’s resignation Agent shall nevertheless thereupon become effective be permitted to appoint as its successor from all available commercial banking institutions willing to accept such appointment such institution having the highest credit rating of all such available and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for abovewilling institutions. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documentsthis Agreement. After any retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of of (a) this Article X shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, this Agreement; and (b) Section 11.3 and Section 10.3 and Section 10.4 11.4 shall continue to inure to its benefit.

Successor. The Administrative Agent may resign as such at any time upon at least 30 10 days’ prior notice to the Borrower and all the Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent (with, so long as no Default or Event of Default has occurred and is continuing, the consent of the Borrower, provided that the resignation of the Agent is not contingent upon such consent), which Lender, upon such appointment (and all applicable consents), thereupon shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or 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, and having a combined capital and surplus of at least $250,000,000; provided thatprovided, however, that if, such retiring Administrative Agent is unable to find a commercial banking institution that which is willing to accept such appointment and that which meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Credit Documents. After any retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Article XII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Credit Documents, and Section 10.3 13.3 and Section 10.4 13.4 shall continue to inure to its benefit.

Successor. The Administrative Either Agent may resign as such at any time upon at least 30 days’ ' prior notice to the Borrower Micro and all the Lenders. If the Administrative either Agent shall at any time shall resign, the Required Lenders Lenders, after consultations with Micro, may appoint another Lender as a successor Administrative Agent that or Documentation Agent, as the case may be, whereupon such Lender shall thereupon become the an Administrative Agent or Documentation Agent hereunder, as the case may be. If no successor Administrative Agent or Documentation Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's or Documentation Agent's giving notice of resignation, then the retiring Administrative Agent or Documentation Agent may, on behalf of the Lenders, after consultations with Micro, appoint a successor Administrative Agent or Documentation Agent, as the case may be, which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States (or any State thereof) or a United States U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder or Documentation Agent hereunder, as the case may be, by a successor Administrative Agent or Documentation Agent, as the case may be, such successor Administrative Agent or Documentation Agent shall be entitled to receive from the retiring Administrative Agent or Documentation Agent such documents of transfer and assignment as such successor Administrative Agent or Documentation Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent or Documentation Agent, as the case may be, and the retiring Administrative Agent or Documentation Agent shall be discharged from its duties and obligations under this Agreement. No resignation or removal of either the Loan DocumentsAdministrative Agent or Documentation Agent pursuant to this Section 10.4 shall be effective until the appointment of a successor Administrative Agent or Documentation Agent, as the case may be, has become effective. After any retiring Administrative Agent’s 's or Documentation Agent's resignation hereunder as an Administrative Agent or Documentation Agent, as the Administrative Agentcase may be, the provisions of of: (a) this Article ARTICLE X shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent or Documentation Agent under the Loan Documents, this Agreement; and (b) Sections 11.3 and Section 10.3 and Section 10.4 11.4 shall continue to inure to its benefit.

Successor. The Administrative Agent may resign as such at any time upon at least 30 days’ prior notice to the Term Loan Borrower and all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent that which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or 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, and having a combined capital and surplus of at least $250,000,000; provided that, if, if such retiring Administrative Agent is unable to find a commercial banking institution that which is willing to accept such appointment and that which meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. After any retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and Section 10.3 11.3 and Section 10.4 11.4 shall continue to inure to its benefit.

Successor. The Syndication Agent may resign as such upon one Business Day's notice to the Borrower and the Administrative Agent. The Administrative Agent may resign as such at any time upon at least 30 days’ ' prior notice to the Borrower and all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may may, with the prior consent of the Borrower (which consent shall not be unreasonably withheld), appoint another Lender as a successor Administrative Agent that which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or 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, and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documentsthis Agreement. After any retiring Administrative Agent’s 's resignation hereunder as the Administrative Agent, the provisions of (i) this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documentsthis Agreement, and (ii) Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. The With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Administrative Agent may resign as such at shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any time upon at least 30 days’ prior notice to the Borrower and all Lenders. If collateral security held by the Administrative Agent at on behalf of the Lenders or the Issuing Banks under any time shall resignof the Credit Documents, the Required Lenders may appoint another Lender retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent that shall thereupon become is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed instead be made by the Required Lendersor to each Lender and each Issuing Bank directly, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or 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, and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, time as the Required Lenders appoint a successor Administrative Agent as provided for aboveabove in this Section. Upon the acceptance of any a successor’s appointment as Administrative Agent hereunder by a successor Administrative Agenthereunder, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Administrative Agent, and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the Loan Documentsother Credit Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After any the retiring or removed Administrative Agent’s resignation hereunder as and under the Administrative Agentother Credit Documents, the provisions of this Article VIII and Section 10.26 shall inure to continue in effect for the benefit of such retiring or removed Administrative Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was the retiring or removed Administrative Agent under the Loan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefitwas acting as Administrative Agent.

Successor. The Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 8.07, the Administrative Agent may resign as such at any time upon at least 30 days’ prior notice to by notifying the Borrower Lenders, the Issuing Bank and all Lendersthe Company. If the Administrative Agent at Upon any time shall resignsuch resignation, the Required Lenders may shall have the right, in consultation with the Company, to appoint another Lender as a successor Administrative Agent that shall thereupon become the Administrative Agent hereundersuccessor. If no successor Administrative Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Administrative Agent’s giving Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the LendersLenders and the Issuing Bank, appoint a successor Administrative Agent, Agent which shall be one a bank with an office in Tulsa, Oklahoma, or an Affiliate of the Lenders or 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, and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for abovebank. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Administrative Agentsuccessor, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under hereunder. The fees payable by the Loan DocumentsBorrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After any retiring the Administrative Agent’s resignation hereunder as the Administrative Agenthereunder, the provisions of this Article and Section 9.03 shall inure to continue in effect for the benefit of such retiring Administrative Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was the acting as Administrative Agent under the Loan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefitAgent.

Successor. The Administrative Agent may resign as such at any time upon at least 30 days’ ' prior notice to the Term Loan Borrower and all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent that which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or 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, and having a combined capital and surplus of at least $250,000,000; provided that, if, if such retiring Administrative Agent is unable to find a commercial banking institution that which is willing to accept such appointment and that which meets the qualifications set forth in above, the retiring Administrative Agent’s 's resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. After any retiring Administrative Agent’s 's resignation hereunder as the Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and Section 10.3 11.3 and Section 10.4 11.4 shall continue to inure to its benefit.

Successor. The Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 8.07, the Administrative Agent may resign as such at any time upon at least 30 days’ prior notice to by notifying the Borrower Lenders, the Issuing Bank and all Lendersthe Borrower. If the Administrative Agent at Upon any time shall resignsuch resignation, the Required Lenders may shall have the right, in consultation with the Borrower, to appoint another Lender as a successor Administrative Agent that shall thereupon become the Administrative Agent hereundersuccessor. If no successor Administrative Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Administrative Agent’s giving Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the LendersLenders and the Issuing Bank, appoint a successor Administrative Agent, Agent which shall be one a bank with an office in Tulsa, Oklahoma, or an Affiliate of the Lenders or 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, and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for abovebank. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Administrative Agentsuccessor, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under hereunder. The fees payable by the Loan DocumentsBorrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After any retiring the Administrative Agent’s resignation hereunder as the Administrative Agenthereunder, the provisions of this Article and Section 9.03 shall inure to continue in effect for the benefit of such retiring Administrative Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was the acting as Administrative Agent under the Loan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefitAgent.

Successor. The Administrative Agent may resign as such at any time upon at least 30 days’ prior notice to the Borrower Borrowers and all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent that which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or 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, and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that which is willing to accept such appointment and that which meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. After any retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. The Administrative Agent may resign as such may, subject (at any time no Event of Default or Default has occurred and is continuing) to the Borrower’s prior written consent that may not be unreasonably withheld, assign all of its rights and obligations as the Agent under the Loan Documents to any of its Affiliates, which Affiliate shall then be the successor Agent under the Loan Documents. The Agent may also, upon at least 30 days’ prior notice to the Borrower and all LendersBorrower, voluntarily resign. If the Administrative initial or any successor Agent at ever ceases to be a party to this Agreement or if the initial or any time shall resignsuccessor Agent ever resigns, then the Required Lenders shall (which, if no Event of Default or Default has occurred and is continuing, is subject to the Borrower’s approval that may not be unreasonably withheld) appoint another Lender as the successor Agent from among the Lenders (other than the resigning Agent). If the Required Lenders fail to appoint a successor Administrative Agent that shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving resigning Agent has given notice of resignation, then the retiring Administrative resigning Agent may, on behalf of the Lenders, upon thirty (30) days prior notice to the Borrower, appoint a successor Administrative Agent, subject (at any time no Event of Default or Default has occurred and is continuing) to the Borrower’s prior written consent that may not be unreasonably withheld, which shall must be one of the Lenders or 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, and bank having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such 1,000,000,000 (as shown on its most recently published statement of condition). Upon its acceptance of appointment and that meets the qualifications set forth in aboveas successor Agent, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative rights of the prior Agent, and the retiring Administrative prior Agent shall be discharged from its duties and obligations as Agent under the Loan Documents, and each Lender shall execute the documents that any Lender, the resigning Agent or the successor Agent reasonably requests to reflect the change. After any retiring Administrative Agent’s resignation hereunder as the Administrative AgentAgent under the Loan Documents, the provisions of this Article shall section inure to its benefit as to any actions taken or omitted to be not taken by it while it was the Administrative Agent under the Loan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. The Administrative Agent may resign as such at any time upon at least 30 days’ ' prior notice to the Borrower and all Lenders. If the Administrative Agent at any time shall resign, (i) the Required Lenders may appoint another Lender as a successor Administrative Agent that which shall thereupon become the Administrative Agent hereunder. If hereunder and (ii) if no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States U.S. (or any State thereof) or a United States U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000500,000,000; provided that, ifthat if any such successor Agent is organized under the laws of any jurisdiction other than the United States or any state thereof or is beneficially owned or controlled by a person so organized, such retiring Administrative successor Agent is unable to find a commercial banking institution that is willing to accept shall execute such appointment documents and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such timeinstruments, if any, as may be required by the Required Lenders appoint a successor as provided for aboveUnited States Department of Defense. Upon the acceptance of any appointment as Administrative the Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documentsthis Agreement. After any retiring Administrative Agent’s 's resignation hereunder as the Administrative Agent, the provisions of of (a) this Article X shall inure to its such retiring Agent's benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, this Agreement; and (b) Section 11.3 and Section 10.3 and Section 10.4 11.4 shall continue to inure to its such retiring Agent's benefit.

Successor. The Syndication Agent may resign upon one Business Day's notice to the Borrower and the Administrative Agent. The Administrative Agent may resign as such at any time upon at least 30 days’ ' prior notice to the Borrower and all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent that which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States U.S. (or any State thereof) or a United States U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documentsthis Agreement. After any retiring Administrative Agent’s 's resignation hereunder as the Administrative Agent, the provisions of of (a) this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and this Agreement; and (b) Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. The Administrative Agent may resign as such at any time upon at least 30 days’ ' prior notice to the Borrower Company and all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent that which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or or, with the approval of the Company (such approval not to be unreasonably withheld), a commercial banking institution organized under the laws of the United States U.S. (or any State thereof) or a United States U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documentsthis Agreement. After any retiring Administrative Agent’s 's resignation hereunder as the Administrative Agent, the provisions of of (a) this Article Section 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, this Agreement; and (b) Section 10.2 and Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. The Syndication Agent or the Documentation Agent may resign as such upon one Business Day's notice to the Company and the Administrative Agent. The Administrative Agent may resign as such at any time upon at least 30 days’ ' prior notice to the Borrower Company and all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may may, with the prior consent of the Company (which consent shall not be unreasonably withheld), appoint another Lender as a successor Administrative Agent that which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or 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, and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documentsthis Agreement. After any retiring Administrative Agent’s 's resignation hereunder as the Administrative Agent, the provisions of (i) this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documentsthis Agreement, and (ii) Section 10.3 11.3 and Section 10.4 11.4 shall continue to inure to its benefit.

Successor. The Administrative Agent may resign as such at any time upon at least 30 60 days’ prior notice to the Borrower KIL and all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent that which, with the prior written consent of KIL, not to be unreasonably withheld or delayed, shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States U.S. (or any State thereof) or a United States U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agenthereunder, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documentsthis Agreement. After any retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of (i) this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, this Agreement and (ii) Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. The Administrative Agent may resign as such at any time upon at least 30 days’ ' prior notice to the Borrower and all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may may, within ten (10) days after such notice and with the consent of the Borrower (not to be unreasonably withheld), appoint another Lender as a successor Administrative Agent that which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, after notice to and consultation with the Borrower, appoint a successor Administrative Agent, which shall be one of the Lenders or 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 institutionan Assignee, and having shall have a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documentsthis Agreement. After the effective date of any retiring Administrative Agent’s 's resignation hereunder as the Administrative Agent, the provisions of (a) this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, this Agreement; and (b) Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. The Syndication Agent may resign as such upon one Business Day's notice to the Borrower and the Administrative Agent. The Administrative Agent may resign as such at any time upon at least 30 days’ ' prior notice to the Borrower and all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may may, with the prior consent of the Borrower (which consent shall not be unreasonably withheld), appoint another Lender as a successor Administrative Agent that which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or 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, and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documentsthis Agreement. After any retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.retiring

Successor. The Administrative Agent may resign as such at any time upon at least 30 days’ prior notice to the Borrower and all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent that shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or 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, and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. After any retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and Section 10.3 and Section 10.4 Section10.4 shall continue to inure to its benefit.

Successor. The With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Administrative Agent may resign as such at shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any time upon at least 30 days’ prior notice to the Borrower and all Lenders. If collateral security held by the Administrative Agent at on behalf of the Lenders or the Issuing Banks under any time shall resignof the Credit Documents, the Required Lenders may appoint another Lender retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent that shall thereupon become is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed instead be made by the Required Lendersor to each Lender and each Issuing Bank directly, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or 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, and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, time as the Required Lenders appoint a successor Administrative Agent as provided for aboveabove in this Section. Upon the acceptance of any a successor’s appointment as Administrative Agent hereunder by a successor Administrative Agenthereunder, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Administrative Agent, and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the Loan Documentsother Credit Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After any the retiring or removed Administrative Agent’s resignation hereunder as and under the Administrative Agentother Credit Documents, the provisions of this Article VIII and Section 10.26 shall inure to continue in effect for the benefit of such retiring or removed Administrative Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was the retiring or removed Administrative Agent under the Loan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefitwas acting as Administrative Agent.

Successor. The Administrative Agent Any of the Agents may resign as such at any time upon at least 30 days’ prior notice to the Borrower and all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a the successor Administrative Agent that which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States U.S. (or any State thereof) or a United States U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above500,000,000. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documentsthis Agreement. After any a retiring Administrative Agent’s resignation hereunder as the a Administrative Agent, the provisions of this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documentsthis Agreement, and Section 10.3 and 10.4 (and, with respect to the Administrative Agent, Section 10.4 10.3) shall continue to inure to its benefit.

Successor. The Administrative Agent may resign as such at any time upon at least 30 thirty (30) days’ ' prior notice to the Borrower Borrowers and all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent that which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Administrative Agent’s 's giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States U.S. (or any State thereof) or a United States U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement arising from and after the Loan Documentseffective date of such retirement. After any retiring Administrative Agent’s 's resignation hereunder as the Administrative Agent, the provisions of (a) this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, this Agreement; and (b) Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. The Administrative Agent Any of the Agents may resign as such at any time upon at least 30 days’ prior notice to the Borrower and all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a the successor Administrative Agent that which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States U.S. (or any State thereof) or a United States U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above500,000,000. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documentsthis Agreement. After any a retiring Administrative Agent’s resignation hereunder as the an Administrative Agent, the provisions of this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documentsthis Agreement, and Section 10.3 and 10.4 (and, with respect to the Administrative Agent, Section 10.4 10.3) shall continue to inure to its benefit.

Successor. The Administrative Agent may resign as such at any time upon at least 30 days’ ' prior written notice to the Borrower Borrowers and all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may (with the consent of the Borrowers so long as a Default has not occurred and is not then continuing, such consent not to be unreasonably withheld or delayed) appoint another Lender as a successor Administrative Agent that which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving written notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States U.S. (or any State thereof) or a United States U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above500,000,000. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documentsthis Agreement. After any retiring Administrative Agent’s 's resignation hereunder as the Administrative Agent, the provisions of of (a) this Article XI shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.this Agreement; and

Successor. The Administrative Agent may resign as such at --------- any time upon at least 30 60 days’ ' prior notice to the Borrower SIHL and all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent that which, with the prior written consent of SIHL, not to be unreasonably withheld or delayed, shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States U.S. (or any State thereof) or a United States U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agenthereunder, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documentsthis Agreement. After any retiring Administrative Agent’s 's resignation hereunder as the Administrative Agent, the provisions of (i) this Article IX shall inure to ---------- its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, this Agreement and (ii) Section 10.3 and Section 10.4 shall continue to inure to its benefit.------------

Successor. The Administrative Agent may resign as such at any time upon at least 30 days’ prior notice to the Borrower and all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent that which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or 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, and having a combined capital and surplus of at least $250,000,000; provided that, that if, such retiring Administrative Agent is unable to find a commercial banking institution that which is willing to accept such appointment and that which meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. After any retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit. SECTION 9.5.

Successor. The Syndication Agent may resign as such upon one Business Day's notice to the Company and the Administrative Agent. The Administrative Agent may resign as such at any time upon at least 30 days’ ' prior notice to the Borrower Company and all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may may, with the prior consent of the Company (which consent shall not be unreasonably withheld), 151 160 appoint another Lender as a successor Administrative Agent that which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or 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, and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documentsthis Agreement. After any retiring Administrative Agent’s 's resignation hereunder as the Administrative Agent, the provisions of of (a) this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, this Agreement; and (b) Section 11.3 and Section 10.3 and Section 10.4 11.4 shall continue to inure to its benefit.

Successor. The Administrative Agent may resign as such at any time upon at least 30 days’ ' prior notice to the Borrower and all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may ▇▇▇▇▇▇▇ may, within ten days after such notice and with the consent of the Borrower (not to be unreasonably withheld), appoint another Lender ▇▇▇▇▇▇ as a successor Administrative Agent that which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, after notice to and consultation with the Borrower, appoint a successor Administrative Agent, which shall be one of the Lenders or 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 institutionan Assignee, and having shall have a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documentsthis Agreement. After the effective date of any retiring Administrative Agent’s 's resignation hereunder as the Administrative Agent, the provisions of (a) this Article ARTICLE X shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, this Agreement; and Section 10.3 (b) SECTION 11.3 and Section 10.4 SECTION 11.4 shall continue to inure to its benefit.

Successor. The Administrative Agent may resign as such at any time anytime upon at least 30 days’ ' prior notice to the Borrower Borrowers and all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders ▇▇▇▇▇▇▇ may appoint another Lender ▇▇▇▇▇▇ as a successor Administrative Agent that which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or 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, and having a combined capital and surplus of at least $250,000,000; provided that, if, that if such retiring Administrative Agent is unable to find a commercial banking institution that which is willing to accept such appointment and that which meets the qualifications set forth in above, the retiring Administrative Agent’s 's resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. After any retiring Administrative Agent’s 's resignation hereunder as the Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and Section 10.3 12.3 and Section 10.4 12.4 shall continue to inure to its benefit.

Successor. The Administrative Agent may resign as such at any time upon at least 30 days’ prior notice to the Borrower Guarantor and all Lenders, provided that any such resignation shall not become effective until a successor Administrative Agent for such resigning Administrative Agent has been appointed as provided in this Section 11.4 and such successor Administrative Agent has accepted such appointment. If the Administrative Agent at any time shall resign, the Required Lenders may shall, subject to the consent of the Guarantor (such consent not to be unreasonably withheld) appoint another Lender as a successor to the Administrative Agent that which shall thereupon become the Administrative Agent Agent’s successor hereunder; provided, that the Required Lenders shall, subject to the consent of the Guarantor (unless an Event of Default or a Prepayment Event shall have occurred and be continuing) (such consent not to be unreasonably withheld) and subject also to the consent of Finnvera (such consent not to be unreasonably withheld), offer to each of the other Lenders in turn, in the order of their respective Commitment Amounts, the right to become successor Administrative Agent. If no successor Administrative Agent for the resigning Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring resigning Administrative Agent’s giving notice of resignation, then the retiring resigning Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or 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, and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. After any retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.of

Successor. The Administrative Agent may resign as such at any time upon at least 30 thirty (30) days’ prior notice to the Administrative Borrower and all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent that Agent, which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Administrative Agent’s giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States (or any State state thereof) or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided thatprovided, however, that if, such retiring Administrative Agent is unable to find a commercial banking institution that which is willing to accept such appointment and that which meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. After any retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and Section 10.3 and Section 10.4 hereof shall continue to inure to its benefit.

Successor. The Administrative Agent may assign all of its Rights and obligations as Agent under the Loan Documents to any of its Affiliates, which Affiliate shall then be the successor Agent under the Loan Documents. Agent may also voluntarily resign and shall resign upon the request of Determining Lenders for cause (I.E., Agent is continuing to fail to perform its responsibilities as such at any time upon at least 30 days’ prior notice to Agent under the Borrower and all LendersLoan Documents). If the Administrative initial or any successor Agent ever ceases to be a party to this agreement or if the initial or any successor Agent ever resigns (whether voluntarily or at any time the request of Determining Lenders), then Determining Lenders shall resign(which, if no Default or Potential Default exists, is subject to Borrower's approval that may not be unreasonably withheld) appoint the Required successor Agent from among Lenders may (OTHER THAN the resigning Agent). If Determining Lenders fail to appoint another Lender as a successor Administrative Agent that shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving resigning Agent has given notice of resignationresignation or Determining Lenders have removed the resigning Agent, then the retiring Administrative resigning Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall must be one of the Lenders or 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, and bank having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such 1,000,000,000 (as shown on its most recently published statement of condition). Upon its acceptance of appointment and that meets the qualifications set forth in aboveas successor Agent, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective successor Agent succeeds to and the Lenders shall assume and perform becomes vested with all of the duties Rights of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative prior Agent, and the retiring Administrative prior Agent shall be is discharged from its duties and obligations of Agent under the Loan Documents, and each Lender shall execute the documents that any Lender, the resigning or removed Agent, or the successor Agent reasonably request to reflect the change. After any retiring Administrative Agent’s 's resignation hereunder or removal as Agent under the Administrative AgentLoan Documents, the provisions of this Article shall section inure to its benefit as to any actions taken or omitted to be not taken by it while it was the Administrative Agent under the Loan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. The Administrative Agent may assign all of its Rights and obligations as Agent under the Loan Documents to any of its Affiliates, which Affiliate shall then be the successor Agent under the Loan Documents. Agent may also voluntarily resign as such at any time and shall resign upon at least 30 days’ prior notice the request of Determining Lenders for cause (i.e., Agent is continuing to fail to perform its responsibilities under the Borrower and all LendersLoan Documents). If the Administrative initial, or any successor to, Agent ever ceases to be a party to this agreement or if either of the initial, or any successor to, Agent ever resigns (whether voluntarily or at any time the request of Determining Lenders), then Determining Lenders shall resign, the Required Lenders may appoint another Lender as a successor Administrative to Agent that shall thereupon become from among Lenders (other than the Administrative Agent hereunderresigning Agent). If no Determining Lenders fail to appoint a successor Administrative to such Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving resigning Agent has given notice of resignationresignation or Determining Lenders have removed the resigning Agent, then the retiring Administrative resigning Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall that (i) must be one of the Lenders or 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, and bank having a combined capital and surplus of at least $250,000,000; provided that1,000,000,000 (as shown on its most recently published statement of condition), ifand (ii) must be consented to by Borrower, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such which consent shall not be unreasonably delayed or withheld. Upon its acceptance of appointment and that meets the qualifications set forth in aboveas successor Agent, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective successor Agent succeeds to and the Lenders shall assume and perform becomes vested with all of the duties Rights of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative prior Agent, and the retiring Administrative prior Agent shall be is discharged from its duties and obligations as Agent under the Loan Documents, and each Lender shall execute the documents that any Lender, the resigning or removed Agent, or the successor Agent reasonably request to reflect the change. After any retiring Administrative Agent’s 's resignation hereunder or removal as Agent under the Administrative AgentLoan Documents, the provisions of this Article shall section inure to its benefit as to any actions taken or omitted to be not taken by it while it was the Administrative Agent under the Loan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. The Administrative Agent may resign as such at any time upon at least 30 days’ ' prior notice to the Borrower and all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent that which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States U.S. (or any State thereof) or a United States U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documentsthis Agreement. After any retiring Administrative Agent’s 's resignation hereunder as the Administrative Agent, the provisions of (a) this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, this Agreement; and (b) Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. Each of the Syndication Agent and the Documentation Agent may resign as such upon one Business Day's notice to the Borrower and the Administrative Agent. The Administrative Agent may resign as such at any time upon at least 30 days’ ' prior notice to the Borrower and all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may may, with the prior consent of the Borrower (which consent shall not be unreasonably withheld), appoint another Lender as a successor Administrative Agent that which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 20 days after the retiring Administrative Agent’s 's giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or 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, and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documentsthis Agreement. After any retiring Administrative Agent’s 's resignation hereunder as the Administrative Agent, the provisions of (i) this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documentsthis Agreement, and (ii) Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. The Administrative Agent may resign as such at any time upon at least 30 days’ ' prior notice to the Borrower and all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may (with, so long as no Default or Event of Default shall have occurred and be continuing, the approval of the Borrower (not to be unreasonably withheld)) appoint another Lender as a successor Administrative Agent that which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving notice of resignation, then the retiring Administrative Agent maymay (with, so long as no Default or Event of Default shall have occurred and be continuing, the approval of the Borrower (not to be unreasonably withheld)), on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States U.S. (or any State thereof) or a United States U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided thatprovided, however, that if, such retiring Administrative Agent is unable to find a commercial banking institution that which is willing to accept such appointment and that which meets the qualifications set forth in above, the retiring Administrative Agent’s 's resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. After any retiring Administrative Agent’s 's resignation hereunder as the Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and Section Sections 10.3 and Section 10.4 shall continue to inure to its benefit. With respect to BofA, in its individual capacity as the Administrative Agent, the Issuer and the Swing Line Lender, delivery of any notice of resignation as the Administrative Agent shall, unless otherwise specifically provided in such notice, serve as notice of BofA's intent to resign as the Issuer (except with respect to any Letters of Credit Outstanding at such time, for which BofA shall remain the Issuer hereunder with respect to such Letters of Credit Outstanding until the Stated Expiry Date) and the Swing Line Lender hereunder as well. Each such resignation shall take effect simultaneously and, except as otherwise provided herein, without any further action on the part of BofA. Any successor Administrative Agent appointed pursuant to this Section shall, unless otherwise specifically provided, also serve as the successor Issuer and the successor Swing Line Lender hereunder.

Successor. The Administrative Any Agent may resign as such at any time upon at --------- least 30 days’ ' prior notice to the Borrower and all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint appoint, and, except during the existence of an Event of Default, with the Borrower's consent, which consent shall not be unreasonably withheld, another Lender as a successor Administrative Agent that which shall thereupon become assume the resigning Administrative Agent Agent's position hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, Agent which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States U.S. (or any State thereof) or a United States U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documentsthis Agreement. After any the retiring Administrative Agent’s 's resignation hereunder as the Administrative Agenthereunder, the provisions of of (a) this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and this Agreement; and (b) Section 10.3 and Section 10.4 shall continue to inure to its benefit. Any Agent, other than the Administrative Agent, that resigns shall not be replaced.

Successor. The Syndication Agent may resign as such upon one Business Day's notice to the Borrower and the Administrative Agent. The Administrative Agent may resign as such at any time upon at least 30 days’ ' prior notice to the Borrower and all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may may, with the prior consent of the Borrower (which consent shall not be unreasonably withheld), appoint another Lender as a successor Administrative Agent that which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or 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, and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documentsthis Agreement. After any retiring Administrative Agent’s 's resignation hereunder as the Administrative Agent, the provisions of (i) this Article ARTICLE X shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documentsthis Agreement, and Section 10.3 (ii) SECTION 11.3 and Section 10.4 SECTION 11.4 shall continue to inure to its benefit.

Successor. Each of the Syndication Agent and the Documentation Agent may resign as such upon one Business Day's notice to the Borrower and the Administrative Agent. The Administrative Agent may resign as such at any time upon at least 30 days’ ' prior notice to the Borrower and all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may may, with the prior consent of the Borrower (which consent shall not be unreasonably withheld), appoint another Lender as a successor Administrative Agent that which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 20 days after the retiring Administrative Agent’s 's giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or 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, and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents-71- 79 this Agreement. After any retiring Administrative Agent’s 's resignation hereunder as the Administrative Agent, the provisions of (i) this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documentsthis Agreement, and (ii) Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. The Administrative Each Agent may resign as such at any time upon at least 30 days’ ' prior notice to the Borrower and all Lenders. If either the Syndication Agent or the Documentation Agent resigns, no successor shall be appointed. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent that which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or 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, and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges privileges, and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement, other than liabilities that have accrued prior to the Loan Documentsappointment of such successor Administrative Agent. After any retiring Administrative Agent’s 's resignation hereunder as the Administrative Agent, the provisions of this Article IX and Section 10.3 shall continue to inure to its benefit as to any actions action taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefithereunder.

Successor. The Administrative Agent may resign as such at any time upon at least 30 days’ prior notice to Holdings and the Borrower Borrowers and all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent that which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States U.S. (or any State state thereof) or a United States U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided thatprovided, however that if, such retiring Administrative Agent is unable to find a commercial banking institution that which is willing to accept such appointment and that which meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. After any retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and Section 10.3 11.3 and Section 10.4 11.4 shall continue to inure to its benefit.

Successor. The Administrative Agent may resign as such at any time upon at least 30 days’ ' prior notice to the Borrower and all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may with the consent of the Borrower (such consent not to be unreasonably withheld or delayed) appoint another Lender as a successor Administrative Agent that which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required LendersLenders with the consent of the Borrower (such consent not to be unreasonably withheld or delayed), and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, may appoint a successor Administrative Agent, which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States U.S. (or any State thereof) or a United States U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with -109- 117 all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documentsthis Agreement. After any retiring Administrative Agent’s 's resignation hereunder as the Administrative Agent, the provisions of of (a) this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and this Agreement; and (b) Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. The Administrative Agent may resign as such at --------- any time upon at least 30 days’ ' prior notice to the Borrower and all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may may, with the consent of the Borrower (so long as no Event of Default shall have occurred and be continuing), such consent not to be unreasonably withheld, appoint another Lender as a successor Administrative Agent that which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States U.S. (or any State 77 thereof) or a United States U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documentsthis Agreement. After any retiring Administrative Agent’s 's resignation hereunder as the Administrative Agent, the provisions of of (a) this Article IX shall inure to its benefit as to any actions ---------- taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and this Agreement; and (b) Section 10.3 and Section 10.4 shall continue to inure to its ------------ ------------ benefit.

Successor. The Administrative Agent may resign as such --------- at any time upon at least 30 days’ ' prior notice to the Borrower Borrowers and all Lenders, such resignation to become effective only upon the effectiveness of the appointment of a successor Administrative Agent. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent that which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States U.S. (or any State thereof) or a United States U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documentsthis Agreement. After any retiring Administrative Agent’s 's resignation hereunder as the Administrative Agent, the provisions of this Article IX shall inure to its benefit as to any actions taken or omitted to ---------- be taken by it while it was the Administrative Agent under the Loan Documentsthis Agreement, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.. ------------ ------------

Successor. The Administrative Agent may resign as such at any time upon at least 30 days’ ' prior written notice to the Borrower and all Lenders. If the Administrative Agent at any time shall resign, the Required Borrower with the approval of the Majority Lenders may appoint another Lender as a successor Administrative Agent that which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Majority Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or a commercial banking lending institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institutionCanada, and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for aboveC$500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documentsthis Agreement. After any retiring Administrative Agent’s 's resignation hereunder as the Administrative Agent, the provisions of this Article Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, this Agreement; and Section 10.3 9.3 and Section 10.4 9.4 shall continue to inure to its benefit.

Successor. The An Administrative Agent Lender may resign as such at any time upon at least 30 days’ days prior notice to the Borrower other Lenders and all Lendersto Penford Corporation. If the an Administrative Agent Lender at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent that Lender which shall thereupon become the Administrative Agent hereunderLender. If no successor Administrative Agent Lender shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s Lender's giving notice of resignation, then the retiring Administrative Agent Lender may, on behalf of the Lenders, appoint a successor Administrative AgentLender, which shall be one of the Lenders or 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, and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for aboveUS$500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder Lender by a successor Administrative AgentLender, such successor Administrative Agent Lender shall give Penford Corporation notice of such acceptance, shall be entitled to receive from the retiring Administrative Agent Lender such documents of transfer and assignment as such successor Administrative Agent Lender may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative AgentLender, and the retiring Administrative Agent Lender shall be discharged from its duties and obligations under the Loan Documentsthis Agreement. After any retiring Administrative Agent’s Lender's resignation hereunder as the Administrative AgentLender, the provisions of this Article Agreement and any indemnity and expense reimbursement provision of the Loan Documents shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefitLender.

Successor. The Administrative Any Agent may resign as such at any time upon at --------- least 30 days’ ' prior notice to the Borrower and all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint appoint, and, except during the existence of an Event of Default, with the Borrower's consent, which consent shall not be unreasonably withheld, another Lender as a successor Administrative Agent that which shall thereupon become assume the resigning Administrative Agent Agent's position hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, Agent which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States U.S. (or any State thereof) or a United States U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documentsthis Agreement. After any the retiring Administrative Agent’s 's resignation hereunder as the Administrative Agenthereunder, the provisions of of (a) this Article IX shall inure to its benefit as to any actions taken ---------- or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and this Agreement; and (b) Section 10.3 and Section 10.4 shall continue to inure to its ------------ ------------ benefit. Any Agent, other than the Administrative Agent, that resigns shall not be replaced.

Successor. The Administrative Agent may resign as such at any time upon at least 30 days’ ' prior notice to the Borrower and all Lenders, provided that any such resignation shall not become effective until a successor Administrative Agent has been appointed as provided in this SECTION 10.3 and such successor Administrative Agent has accepted such appointment. If the Administrative Agent at any time shall resign, the Required Lenders may shall, subject to the consent of the Borrower (such consent not to be unreasonably withheld), appoint another Lender as a successor to the Administrative Agent that which shall thereupon become such Administrative Agent's successor hereunder (provided that the Required Lenders shall, subject to the consent of the Borrower (such consent not to be unreasonably withheld) offer to each of the other Lenders, in the order of their respective Commitment Amounts, the right to become successor Administrative Agent hereunderAgent). If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or 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, and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. After any retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.a

Successor. The Administrative Each Agent may resign as such at any time upon at least 30 days’ ' prior notice to the U.S. Borrower and all Lenders. If the Administrative such Agent at any time shall resign, the Required Majority Lenders may appoint another Lender as a successor Administrative Agent that which shall thereupon become an Agent in the Administrative capacity of the resigning Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Majority Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States U.S. (or any State thereof) or a United States U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000500,000,000; provided thatprovided, however, that if, such any retiring Administrative Agent is unable to find a commercial banking institution that which is willing to accept such appointment and that which meets the qualifications set forth in above, the retiring Administrative Agent’s 's resignation shall nevertheless thereupon become effective effective, the retiring Agent shall be discharged from its duties and obligations under the Trade Documents and the Loan Documents and the Lenders shall (subject to any contrary terms in any Loan Document) assume and perform all of the duties of the Administrative Agent hereunder or under the Loan Documents until such time, if any, as the Required Majority Lenders appoint a successor as provided for above. Upon the acceptance of any appointment as Administrative an Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. After any retiring Administrative Agent’s 's resignation hereunder as the Administrative an Agent, the provisions of of (a) this Article X shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative an Agent under this Agreement, the Trade Documents and the Loan Documents, ; and (b) Section 11.3 and Section 10.3 and Section 10.4 11.4 shall continue to inure to its benefit.

Successor. The Administrative Agent may resign as such at any time upon at least 30 thirty (30) days’ ' prior notice to the Borrower and all Lenders, and the Administrative Agent may be removed with or without cause as such by the Required Lenders upon at least thirty (30) days' prior notice to the Administrative Agent and the Borrower. If the Administrative Agent at any time shall resignresign or be removed, the Required Lenders may appoint another Lender as a successor Administrative Agent that which Lender shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Administrative Agent’s giving of notice of resignationresignation or removal, then the retiring or removed Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or and, if no Lender accepts such appointment, 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, and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring or removed Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring or removed Administrative Agent, and the retiring or removed Administrative Agent shall be discharged from its duties and obligations under the Loan Documentsthis Agreement. After any retiring or removed Administrative Agent’s 's resignation or removal hereunder as the Administrative Agent, the provisions of of (a) this Article X shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.this Agreement; and

Successor. The Administrative Subject to the appointment of a successor as provided below, the Agent may resign as such at any time upon at least 30 days’ ' prior notice to the Borrower and all Lenders. If the Administrative Agent at any time shall resign, the Required Borrower with the consent of the Majority Lenders may appoint another Lender as a successor Administrative Agent that which shall thereupon become the Administrative Agent hereunder. In the event the successor Agent is not, at the time of its appointment, a Lender hereunder, the Borrower shall have the right to consent to the successor Agent, which consent shall not be unreasonably withheld or delayed. If no successor Administrative Agent shall have been so appointed by the Required Borrower and the Majority Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, respectively, which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States U.S. (or any State thereof) or a United States U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above100,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documentsthis Agreement. After any the retiring Administrative Agent’s 's resignation hereunder as the Administrative Agent, the provisions of (a) this Article X shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, this Agreement and (b) Section 11.3 and Section 10.3 and Section 10.4 11.4 shall continue to inure to its benefit.. Extensions of Credit by the Agent and the Arranger

Successor. The Administrative Agent may resign as such at any time upon at least 30 days’ ' prior notice to the Borrower and all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent that which, other than in the case of the appointment of a 364 Day Revolving Loan Lender or a Lender with outstanding Term A Loans, shall be reasonably acceptable to the Borrower and shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or 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, and having a combined capital and surplus of at least $250,000,000; provided thatprovided, ifhowever, that if such retiring Administrative Agent is unable to find a commercial banking institution that which is willing to accept such appointment and that which meets the qualifications set forth in above, the retiring Administrative Agent’s 's resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. After any retiring Administrative Agent’s 's resignation hereunder as the Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. The Administrative Each Agent may resign as such at any time upon at least 30 days’ ' prior notice to the Borrower and all Lenders. If the Documentation Agent resigns, no successor shall be appointed. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent that which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or 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, and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges privileges, and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement, other than liabilities that have accrued prior to the Loan Documentsappointment of such successor Administrative Agent. After any retiring Administrative Agent’s 's resignation hereunder as the Administrative Agent, the provisions of this Article ARTICLE X and SECTION 11.3 shall continue to inure to its benefit as to any actions action taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefithereunder.

Successor. The Administrative Agent may resign as such at any time upon at least 30 days’ ' prior notice to the Borrower and all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may may, with the consent of the Borrower (not to be unreasonably withheld or delayed) so long as no Default then exists, appoint another Lender as a successor Administrative Agent that which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lendersappointed, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or 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, and having a combined capital and surplus of at least $250,000,000; provided that, if, that if such retiring Administrative Agent is unable to find a commercial banking institution that which is willing to accept such appointment and that which meets the qualifications set forth in above, the retiring Administrative Agent’s 's resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. After any retiring Administrative Agent’s 's resignation hereunder as the Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and Section Sections 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. The Syndication Agent may resign upon one Business Day's notice to the Borrower and the Administrative Agent. The Administrative Agent may resign as such at any time upon at least 30 days’ ' prior notice to the Borrower and all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent that which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States U.S. (or any State thereof) or a United States U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documentsthis Agreement. After any retiring Administrative Agent’s 's resignation hereunder as the Administrative Agent, the provisions of of (a) this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.this Agreement; and

Successor. The Administrative Agent may resign as such at any time upon at least 30 days’ ' prior notice to the Borrower Borrower, all Lenders and all Issuing Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may may, within ten days after such notice and with the consent of the Borrower (not to be unreasonably withheld), appoint another Lender as a successor Administrative Agent that which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, after notice to and consultation with the Borrower, appoint a successor Administrative Agent, which shall be one of the Lenders or 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 institutionan Assignee, and having shall have a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documentsthis Agreement. After the effective date of any retiring Administrative Agent’s 's resignation hereunder as the Administrative Agent, the provisions of (a) this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, this Agreement; and (b) Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. The Administrative Any Agent may resign as such at any time upon at least 30 days’ ' prior notice to the Borrower and all Lenders. If the Administrative any Agent at any time shall resign, the Required Lenders may appoint another Lender reasonably acceptable to the Borrower as a successor Administrative to such Agent that which shall thereupon become an Agent hereunder in such capacity as the Administrative Agent hereunderretiring Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States U.S. (or any State thereof) or a United States U.S. branch or agency of a commercial banking institution, and having (x) a combined capital and surplus of at least $250,000,0001,000,000,000 and (y) a credit rating of AA or better by Mood▇'▇ ▇▇ a comparable rating by S&P; provided thatprovided, however, that if, after expending all reasonable commercial efforts, such retiring Administrative Agent is unable to find a commercial banking institution that which is willing to accept such appointment and that which meets the qualifications set forth in aboveitem (y), such retiring Agent, shall be permitted to appoint as its successor from all available commercial banking institutions willing to accept such appointment such institution having the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective highest credit rating of all such available and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for abovewilling institutions. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documentsthis Agreement. After any retiring Administrative Agent’s 's resignation hereunder as the Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative an Agent under the Loan Documentsthis Agreement, and Section Sections 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. The Administrative Agent may assign all of its Rights and obligations as Agent under the Loan Documents to any of its Affiliates, which Affiliate shall then be the successor Agent under the Loan Documents. Agent may also voluntarily resign as such at any time and shall resign upon at least 30 days’ prior notice the request of Determining Lenders for cause (i.e., Agent is continuing to fail to perform its responsibilities under the Borrower and all LendersLoan Documents). If the Administrative initial, or any successor to, Agent ever ceases to be a party to this agreement or if either of the initial, or any successor to, Agent ever resigns (whether voluntarily or at any time the request of Determining Lenders), then Determining Lenders shall resign, the Required Lenders may appoint another Lender as a successor Administrative to Agent that shall thereupon become from among Lenders (other than the Administrative Agent hereunderresigning Agent). If no Determining Lenders fail to appoint a successor Administrative to such Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving resigning Agent has given notice of resignationresignation or Determining Lenders have removed the resigning Agent, then the retiring Administrative resigning Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall that (i) must be one of the Lenders or 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, and bank having a combined capital and surplus of at least $250,000,000; provided that1,000,000,000 (as shown on its most recently published statement of condition), ifand (ii) must be consented to by Borrower, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such which consent shall not be unreasonably delayed or withheld. Upon its acceptance of appointment and that meets the qualifications set forth in aboveas successor Agent, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective successor Agent succeeds to and the Lenders shall assume and perform becomes vested with all of the duties Rights of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative prior Agent, and the retiring Administrative prior Agent shall be is discharged from its duties and obligations as Agent under the Loan Documents, 48 CREDIT AGREEMENT 54 and each Lender shall execute the documents that any Lender, the resigning or removed Agent, or the successor Agent reasonably request to reflect the change. After any retiring Administrative Agent’s 's resignation hereunder or removal as Agent under the Administrative AgentLoan Documents, the provisions of this Article shall section inure to its benefit as to any actions taken or omitted to be not taken by it while it was the Administrative Agent under the Loan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. The Administrative Agent may resign as such at any time upon at least 30 days’ ' prior notice to the Borrower and all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent that which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States U.S. (or any State thereof) or a United States U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documentsthis Agreement. After any retiring Administrative Agent’s 's resignation hereunder as the Administrative Agent, the provisions of (a) this Article ARTICLE 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, this Agreement; and Section (b) SECTION 10.3 and Section SECTION 10.4 shall continue to inure to its benefit.

Successor. The Administrative Each Agent may resign as such at any time upon at least 30 days’ ' prior notice to the Borrower and all Lenders. If the Administrative either Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent that which shall thereupon become the Administrative Agent or the Technical Agent hereunder. If In the case of an Agent that has resigned, if no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative such Agent’s 's giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or 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, and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in abovesuccessor, the retiring Administrative Agent’s 's resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for aboveeffective. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. After any retiring Administrative Agent’s 's resignation hereunder as the Administrative Agenthereunder, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent or Technical Agent, as the case may be, under the Loan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. The Administrative Either Agent may resign as such at any time upon at least 30 days’ prior notice to the Borrower and all Lenders; provided that the Collateral Agent may resign (a “Partial Resignation”) from its duties with respect to either Class under the Intercreditor Agreement (and the Loan Documents related to such Class). If the Administrative either Agent at any time shall resign, the Required Lenders (or, in the case of a Partial Resignation, the Required First Lien Facility Lenders or the Required Second Lien Facility Lenders, as the case may be) may appoint another Lender as a successor Administrative Agent that which shall thereupon become the Administrative applicable Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or 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, and having a combined capital and surplus of at least $250,000,000; provided provided, however, that, if, if such retiring Administrative Agent is unable to find a commercial banking financial institution that which is willing to accept such appointment and that which meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders (or such Lenders, as the case may be) shall assume and perform all of the duties of the Administrative such Agent hereunder until such time, if any, as the Required Lenders (or, in the case of a Partial Resignation, the Required First Lien Facility Lenders or the Required Second Lien Facility Lenders, as the case may be) appoint a successor as provided for above. Upon the acceptance of any appointment as Administrative an Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. After any retiring Administrative Agent’s resignation hereunder as the Administrative an Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative an Agent under the Loan Documents, and Section 10.3 11.3 and Section 10.4 11.4 shall continue to inure to its benefit.

Successor. The Administrative Agent may resign as such at any time upon at least 30 days’ ' prior notice to the Borrower Borrowers and all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent that which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States U.S. (or any State thereof) or a United States U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided thatprovided, ifhowever, that if such retiring Administrative Agent is unable to find a commercial banking institution that which is willing to accept such appointment and that which meets the qualifications set forth in above, the retiring Administrative Agent’s 's resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documentsthis Agreement. After any retiring Administrative Agent’s 's resignation hereunder as the Administrative Agent, the provisions of of (a) this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.this Agreement; and

Successor. The Administrative Agent may resign as such at any time upon at least 30 days’ prior notice to the Borrower and all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent that which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or 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, and having a combined capital and surplus of at least $250,000,000; provided thatprovided, however, that if, such retiring Administrative Agent is unable to find a commercial banking institution that which is willing to accept such appointment and that which meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. After any retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and Section 10.3 11.3 and Section 10.4 11.4 shall continue to inure to its benefit.

Successor. The Administrative Agent may resign as such at any time upon at least 30 days’ ' prior notice to the Borrower and all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may with the consent of the Borrower (such consent not to be unreasonably withheld or delayed) appoint another Lender as a successor Administrative Agent that which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, Lenders with the consent of the Borrower and shall have accepted such appointment, appointment within 30 days after the retiring Administrative Agent’s 's giving notice of resignation, then the retiring Administrative Agent may, on behalf may with the consent of the Lenders, Borrower (such consent not to be unreasonably withheld or delayed) appoint a successor Administrative Agent, which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States 96 105 U.S. (or any State thereof) or a United States U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documentsthis Agreement. After any retiring Administrative Agent’s 's resignation hereunder as the Administrative Agent, the provisions of (i) this Article X shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, this Agreement and (ii) Section 12.3 and Section 10.3 and Section 10.4 12.4 shall continue to inure to its benefit.

Successor. The Administrative Agent may resign as such at any time upon at least 30 days’ prior notice to the Borrower and all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent that shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or 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, and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section 9 and Section 10.4 shall nevertheless thereupon become effective and continue in effect for the Lenders shall assume and perform all benefit of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor retiring Administrative Agent, such successor Administrative Agent shall its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be entitled to receive from taken by any of them while the retiring Administrative Agent was acting as Administrative Agent. Any resignation by Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation as Issuing Lender and Swing Line Lender. If Bank of America resigns as ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, it shall retain all the rights, powers, privileges and duties of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and all Letter of Credit Usage with respect thereto, including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.4(h) or (i). If Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such documents resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.3(d) or (e). Upon the appointment by ▇▇▇▇▇▇▇▇ of transfer and assignment as a successor Issuing Lender or Swing Line Lender hereunder (which successor shall in all cases be a Lender other than a Defaulting Lender), (a) such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative AgentIssuing Lender and Swing Line Lender, and (b) the retiring Administrative Agent Issuing Lender and Swing Line Lender shall be discharged from its all of their respective duties and obligations hereunder or under the Loan Documents. After any retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the other Loan Documents, and Section 10.3 and Section 10.4 (c) the successor ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ shall continue 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 inure the retiring Issuing Lender to its benefiteffectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit.

Successor. The Administrative Syndication Agent may resign as such upon one Business Days' notice to the Parent and the Paying Agent. The Documentation Agent may resign as such upon one Business Days' notice to the Parent and the Paying Agent. The Paying Agent may resign as such at any time upon at least 30 days’ ' prior notice to the Borrower Parent and all Lenders. If the Administrative Paying Agent at any time shall resign, the Required Lenders may may, with the prior consent of the Parent (which consent shall not be unreasonably withheld or delayed), appoint another Lender as a successor Administrative Paying Agent that which shall thereupon become the Administrative Paying Agent hereunder. If no successor Administrative Paying Agent shall have been so appointed by the Required Lendersappointed, and shall have accepted such appointment, within 30 days after the retiring Administrative Paying Agent’s 's giving notice of resignation, then the retiring Administrative Paying Agent may, on behalf of the Lenders, appoint a successor Administrative Paying Agent, which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States U.S. (or any State thereof) or a United States U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above500,000,000. Upon the acceptance of any appointment as Administrative Paying Agent hereunder by a successor Administrative Paying Agent, such successor Administrative Paying Agent shall be entitled to receive from the retiring Administrative Paying Agent such documents of transfer and assignment as such successor Administrative Paying Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Paying Agent, and the retiring Administrative Paying Agent shall be discharged from its duties and obligations under the Loan Documentsthis Agreement. After any retiring Administrative Agent’s 's resignation hereunder as the Administrative an Agent, the provisions of of (a) this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative an Agent under the Loan Documents, and this Agreement; and (b) Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. The Administrative Agent may resign as such at any time upon at least 30 days’ prior notice to the Borrower and all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent that shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or a commercial banking institution or other Person organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institutioninstitution or other Person, and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution or other Person that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. After any retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. The Syndication Agent may resign as such upon one Business Day’s notice to the Borrower and the Administrative Agent. The Administrative Agent may resign as such at any time upon at least 30 days’ days prior notice to the Borrower and all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may may, with the prior consent of the Borrower (which consent shall not be unreasonably withheld), appoint another Lender as a successor Administrative Agent that which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States U.S. (or any State thereof) or a United States U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided thatprovided, however, that if, such retiring Administrative Agent is unable to find a commercial banking institution that which is willing to accept such appointment and that which meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documentsthis Agreement. After any retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of of (a) this Article X shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, this Agreement; and (b) Section 11.3 and Section 10.3 and Section 10.4 11.4 shall continue to inure to its benefit.

Successor. The Administrative Agent may resign as such at any time upon at least 30 days’ ' prior notice to the Borrower and all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may may, with the Borrower's consent so long as no Event of Default has occurred and is continuing, appoint another Lender as a successor Administrative Agent that which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States U.S. (or any State thereof) or a United States U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documentsthis Agreement. After any retiring Administrative Agent’s 's resignation hereunder as the Administrative Agent, the provisions of of (a) this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and this Agreement; and (b) Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. The Administrative Agent may resign as such at any time upon at least 30 days’ prior notice to the Borrower Borrower, all Lenders and all Issuing Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may may, within ten days after such notice and with the consent of the Borrower (not to be unreasonably withheld), appoint another Lender as a successor Administrative Agent that which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, after notice to and consultation with the Borrower, appoint a successor Administrative Agent, which shall be one of the Lenders or 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 institutionan Assignee, and having shall have a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documentsthis Agreement. After the effective date of any retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of (a) this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, this Agreement; and (b) Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. The Administrative Agent may resign as such at any time upon at least 30 days’ ' prior notice to the Borrower and all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may may, with the prior consent of the Borrower (which consent shall not be unreasonably withheld), appoint another Lender as a successor Administrative Agent that Agent, which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or 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, and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documentsthis Agreement. After any retiring Administrative Agent’s 's resignation hereunder as the Administrative Agent, the provisions of (i) this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documentsthis Agreement, and (ii) Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. The Administrative Agent may resign as such at any time upon at least 30 days’ ' prior notice to the Borrower and all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may may, with the consent of the Borrower (not to be unreasonably withheld or delayed) so long as no Default then exists, appoint another Lender as a successor Administrative Agent that which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lendersappointed, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or 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, and having a combined capital and surplus of at least $250,000,000; provided that, that if, such retiring Administrative Agent is unable to find a commercial banking institution that which is willing to accept such appointment and that which meets the qualifications set forth in above, the retiring Administrative Agent’s 's resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. After any retiring Administrative Agent’s 's resignation hereunder as the Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and Section Sections 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. The Administrative Each Agent may resign as such at any time upon at least 30 days’ ' prior notice to the Administrative Borrower and all Lenders. If the Administrative an Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent that or Inventory Agent, as applicable, which shall thereupon become the Administrative Agent or the Inventory Agent, as the case may be, hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or 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, and having a combined capital and surplus of at least $250,000,000; provided thatprovided, however, that if, such retiring Administrative Agent is unable to find a commercial banking institution that which is willing to accept such appointment and that which meets the qualifications set forth in above, the retiring Administrative Agent’s 's resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent or the Inventory Agent, as the case may be, hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of any appointment as Administrative Agent or Inventory Agent hereunder by a successor Administrative Agent or the Inventory Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. After any retiring Administrative Agent’s 's resignation hereunder as the Administrative Agent or the Inventory Agent, as the case may be, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent or the Inventory Agent under the Loan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. The Administrative Agent may resign as such at any time upon at least 30 days’ ' prior notice to the Borrower Borrowers and all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent that which shall thereupon become the Administrative Agent hereunder. If no -95- successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or 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, and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. After any retiring Administrative Agent’s 's resignation hereunder as the Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and Section 10.3 SECTION 11.3 and Section 10.4 SECTION 11.4 shall continue to inure to its benefit.

Successor. The Administrative Agent may resign as such at any time upon at --------- least 30 days’ ' prior notice to the Borrower and all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent that which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States U.S. (or any State thereof) or a United States U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documentsthis Agreement. After any retiring Administrative Agent’s 's resignation hereunder as the Administrative Agent, the provisions of of (a) this Article IX shall inure to its benefit as to any actions ---------- taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and this Agreement; and (b) Section 10.3 and Section 10.4 shall continue to inure to its ------------ ------------ benefit. SECTION 9.5 Loans by Bank of America. Bank of America shall have the ------------------------ same rights and powers with respect to (x) the Loans made by it or any of its Affiliates, and (y) the Notes held by it or any of its Affiliates as any other Lender and may exercise the same as if it were not the Agent. Bank of America and its Affiliates may accept deposits from, lend money to, and generally engage in any kind of business with the Borrower or any Subsidiary or Affiliate of the Borrower as if Bank of America were not the Agent hereunder.

Successor. The Administrative Agent may resign as such at any time upon at least 30 days’ ' prior written notice to the Borrower Borrowers and all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may (with the consent of the Borrowers so long as a Default has not occurred and is not then continuing, such consent not to be unreasonably withheld or delayed) appoint another Lender as a successor Administrative Agent that which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving written notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States U.S. (or any State thereof) or a United States U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above500,000,000. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documentsthis Agreement. After any retiring Administrative Agent’s 's resignation hereunder as the Administrative Agent, the provisions of of (a) this Article XI shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, this Agreement; and (b) Section 11.3 and Section 10.3 and Section 10.4 11.4 shall continue to inure to its benefit.. -110- 119

Successor. The Syndication Agent may resign as such upon one Business Day’s notice to the Borrower and the Administrative Agent. The Administrative Agent may resign as such at any time upon at least 30 days’ prior notice to the Borrower and all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may may, with the prior consent of the Borrower (which consent shall not be unreasonably withheld and will not be required during the continuance of an Event of Default), appoint another Lender as a successor Administrative Agent that which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or 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, and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documentsthis Agreement. After any retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of (i) this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documentsthis Agreement, and (ii) Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. The Administrative Agent and the Documentation ----------- --------- Agent each may resign as such at any time upon at least 30 days’ ' prior notice to the Borrower MBIA and all LendersBanks, such resignation not to be effective until a successor Administrative Agent or Documentation Agent, as the case may be, is in place. If the Administrative Agent or the Documentation Agent at any time shall resign, the Required Lenders Majority Banks may appoint another Lender Bank reasonably acceptable to MBIA as a successor Administrative Agent that or the Documentation Agent, as the case may be, which shall thereupon become the Administrative Agent or the Documentation Agent hereunder. If no such successor Administrative Agent shall have been so appointed by the Required LendersMajority Banks, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving agent has given notice of resignation, then the retiring Administrative Agent agent may, on behalf of the LendersBanks, appoint a successor Administrative Agent or the Documentation Agent, as the case may be, which shall be one of the Lenders or a commercial banking institution organized under Banks and which shall, at the laws time of such appointment, have the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets Required Ratings. Notwithstanding the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as or the Required Lenders appoint a successor as provided for above. Upon the acceptance of any appointment as Administrative Documentation Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. After any retiring Administrative Agent’s resignation hereunder as the Administrative Agenthereunder, the provisions of this Article Sections 8.2 through 8.5 shall continue to inure to its the benefit as to such agent in respect of any actions action taken or omitted to be taken by it in its capacity as such while it was the Administrative Agent or the Documentation Agent under this Agreement or any Loan Document. (g) Section 10.7 of the Loan Documents, Credit -Agreement is hereby amended and Section 10.3 and Section 10.4 shall continue restated to inure to read in its benefit.entirety as follows:

Successor. The Administrative Agent may resign as such at --------- any time upon at least 30 days’ ' prior notice to the Borrower and all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent that which shall thereupon become the Administrative Agent hereunder, subject (so long as no Default or Event of Default shall have occurred and be continuing) to the consent of the Borrower (not to be unreasonably withheld or delayed). If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States U.S. (or any State thereof) or a United States U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documentsthis Agreement. After any retiring Administrative Agent’s 's resignation hereunder as the Administrative Agent, the provisions of of: (a) this Article IX shall inure to its benefit as to any actions taken ---------- or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and this Agreement; and (b) Section 10.3 and Section 10.4 shall continue to inure to its benefit.. ------------ ------------ SECTION

Successor. The Syndication Agent may resign as such upon one Business Day's notice to the Borrower and the Administrative Agent. The Administrative Agent may resign as such at any time upon at least 30 days’ ' prior notice to the Borrower and all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may may, with the prior consent of the Borrower (which consent shall not be unreasonably withheld), appoint another Lender as a successor Administrative Agent that which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving notice of resignation, then the retiring 95 103 Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or 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, and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documentsthis Agreement. After any retiring Administrative Agent’s 's resignation hereunder as the Administrative Agent, the provisions of (i) this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documentsthis Agreement, and (ii) Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. The Administrative Agent may resign as such at any time upon at least 30 days’ ' prior notice to the Borrower and all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent that which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or 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, and having a combined capital and surplus of at least $250,000,000; provided thatprovided, however, that if, such retiring Administrative Agent is unable to find a commercial banking institution that which is willing to accept such appointment and that which meets the qualifications set forth in above, the retiring Administrative Agent’s 's resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. After any retiring Administrative Agent’s 's resignation hereunder as the Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.Administrative

Successor. The Administrative Agent may resign as such at any time upon at least 30 days’ ' prior notice to the Borrower Royalty Sub and all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender that has executed and delivered a Confidentiality Agreement as a successor Administrative Agent that which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or 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, and having a combined capital and surplus of at least $250,000,000, and shall have executed and delivered a Confidentiality Agreement; provided that, if, that if such retiring Administrative Agent is unable to find a commercial banking institution that which is willing to accept such appointment and that which meets the qualifications set forth in above, the retiring Administrative Agent’s 's resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. After any retiring Administrative Agent’s 's resignation hereunder as the Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit. The Syndication Agent may resign as such at any time upon at least 10 days' prior notice to Royalty Sub, all Lenders and the other Agents.

Successor. The Administrative Agent may resign as such at any time upon at least 30 days’ ' prior notice to the Borrower and all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may may, within ten (10) days after such notice and with the consent of the Borrower (not to be unreasonably withheld), appoint another Lender as a successor Administrative Agent that which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, after notice to and consultation with the Borrower, appoint a successor Administrative Agent, which shall be one of the Lenders or 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 institutionan Eligible Assignee, and having shall have a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documentsthis Agreement. After the effective date of any retiring Administrative Agent’s Agents resignation hereunder as the Administrative Agent, the provisions of (a) this Article ARTICLE X shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, this Agreement; and Section 10.3 (b) SECTION 11.3 and Section 10.4 SECTION 11.4 shall continue to inure to its benefit.

Successor. The Administrative Agent may resign as such at any time upon at least 30 days’ prior notice to the Borrower and all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent that which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and or shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving notice of resignation, then then, the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or 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, and having a combined capital and surplus of at least $250,000,000; provided thatprovided, ifhowever, that if such retiring Administrative Agent is unable to find a commercial banking institution that which is willing to accept such appointment and that which meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. After any retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and Section Sections 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. The Administrative Agent may resign as such at --------- any time upon at least 30 days’ ' prior notice to the Borrower and all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent that which shall thereupon become the Administrative Agent hereunder, subject (so long as no Default or Event of Default shall have occurred and be continuing) to the consent of the Borrower (not to be unreasonably withheld or delayed). If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States U.S. (or any State thereof) or a United States U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documentsthis Agreement. After any retiring Administrative Agent’s 's resignation hereunder as the Administrative Agent, the provisions of of: (a) this Article IX shall inure to its benefit as to any actions ---------- taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and this Agreement; and (b) Section 10.3 and Section 10.4 shall continue to inure to its ------------ ------------ benefit.

Successor. The Administrative Any Co-Agent may resign as such upon one Business Day's notice to the Borrowers and the Agents. Any Agent may resign as such at any time upon at least 30 days’ ' prior notice to the Borrower Borrowers and all Lenders. If the Administrative an Agent at any time shall resign, the Required Lenders may may, with the prior consent of the Borrowers (which consent shall not be unreasonably withheld), appoint another Lender as a successor Administrative Agent that which shall thereupon become the Administrative an Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States U.S. (or any State thereof) or a United States U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documentsthis Agreement. After any retiring Administrative Agent’s 's resignation hereunder as the Administrative applicable Agent, the provisions of of (a) this Article XI shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative an Agent under the Loan Documents, and this Agreement; and (b) Section 10.3 and Section 10.4 12.4 shall continue to inure to its benefit.

Successor. The Administrative Agent may resign as such at any time upon at least 30 days’ ' prior notice to the Borrower and all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent that which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States U.S. (or any State thereof) or a United States U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documentsthis Agreement. After any retiring Administrative Agent’s 's resignation hereunder as the Administrative Agent, the provisions of (a) this Article ARTICLE IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, this Agreement; and Section (b) SECTION 10.3 and Section SECTION 10.4 shall continue to inure to its benefit.