Common use of Resignation of Agent Clause in Contracts

Resignation of Agent. Each Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers and the Borrowers. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrowers, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then such retiring Agent may on behalf of the Lenders and the L/C Issuers, appoint a successor Agent meeting the qualifications set forth above; provided that if such Agent shall notify the Borrowers and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and, subject to the last sentence of this Section 10.07, (a) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuers under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Lender and L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section 10.07. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.07). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article X and Section 11.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent. In addition, notwithstanding the effectiveness of a resignation by the Administrative Agent hereunder, (a) the retiring Administrative Agent may, in its sole discretion, continue to provide the services of the Administrative Agent solely with respect to administering, collecting and delivering any payments of principal, interest, fees, premium or other amounts in respect of the Loans and maintaining the books and records relating thereto (such Administrative Agent acting in such capacity, the “Paying Agent”), (b) the term “Administrative Agent” when used in connection with any such functions shall be deemed to mean such retiring Administrative Agent in its capacity as the Paying Agent and (c) such retiring Administrative Agent shall, in its capacity as the Paying Agent, continue to be vested with and enjoy all of the rights and benefits of an Administrative Agent hereunder.

Resignation of Agent. Each Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers Issuing Bank and the BorrowersBorrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the BorrowersBorrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then such the retiring Agent may on behalf of the Lenders and the L/C IssuersIssuing Bank, appoint a successor Agent meeting the qualifications set forth above; above provided that if such the Agent shall notify the Borrowers Borrower and the Lenders that no qualifying Person person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and, subject to the last sentence of this Section 10.07, and (a1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuers Issuing Bank under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed) and (b2) all payments, communications and determinations provided to be made by, to or through such an Agent shall instead be made by or to each Lender and L/C Issuer the Issuing Bank directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section 10.07paragraph. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.07paragraph). The fees payable by the Borrowers Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article X IX and Section 11.04 10.03 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent. In addition, notwithstanding the effectiveness of a resignation by the Administrative Agent hereunder, (a) the retiring Administrative Agent may, in its sole discretion, continue to provide the services of the Administrative Agent solely with respect to administering, collecting and delivering any payments of principal, interest, fees, premium or other amounts in respect of the Loans and maintaining the books and records relating thereto (such Administrative Agent acting in such capacity, the “Paying Agent”), (b) the term “Administrative Agent” when used in connection with any such functions shall be deemed to mean such retiring Administrative Agent in its capacity as the Paying Agent and (c) such retiring Administrative Agent shall, in its capacity as the Paying Agent, continue to be vested with and enjoy all of the rights and benefits of an Administrative Agent hereunder.

Resignation of Agent. Each The Agent may at any time give written notice of its resignation to the Lenders, the L/C Issuers Issuer and the BorrowersLead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the BorrowersLead Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then such the retiring Agent may on behalf of the Lenders and the L/C IssuersIssuer, appoint a successor Agent meeting the qualifications set forth above; provided that if such the Agent shall notify the Borrowers Lead Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and, subject to the last sentence of this Section 10.07, and (a1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security Collateral held by the Collateral Agent on behalf of the Lenders or the L/C Issuers Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (b2) all payments, communications and determinations provided to be made by, to or through such the Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section 10.07Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.07Section). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers Lead Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article X and Section 11.04 10.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent. In addition, notwithstanding the effectiveness of a resignation by the Administrative Agent hereunder, (a) the retiring Administrative Agent may, in its sole discretion, continue to provide the services of the Administrative Agent solely with respect to administering, collecting and delivering any payments of principal, interest, fees, premium or other amounts in respect of the Loans and maintaining the books and records relating thereto (such Administrative Agent acting in such capacity, the “Paying Agent”), (b) the term “Administrative Agent” when used in connection with any such functions shall be deemed to mean such retiring Administrative Agent in its capacity as the Paying Agent and (c) such retiring Administrative Agent shall, in its capacity as the Paying Agent, continue to be vested with and enjoy all of the rights and benefits of an Administrative Agent hereunder.

Resignation of Agent. Each The Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers Lenders and the BorrowersParent Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrowers, right to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United StatesStates which appointment of a successor agent shall be consented to by the Parent Borrower at all times other than during the existence of an Event of Default under Sections 11.1(a)(i), 11.1(a)(ii), 11.1(g) or 11.1(h) (which consent of the Parent Borrower shall not be unreasonably withheld or delayed). If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then such the retiring Agent may on behalf of the Lenders and the L/C IssuersLenders, appoint a successor Agent meeting the qualifications set forth above; provided that if such the Agent shall notify the Borrowers Parent Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and, subject to the last sentence of this Section 10.07, and (a) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents Financing Agreements (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuers under any of the Loan DocumentsFinancing Agreements, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through such the Agent shall instead be made by or to each Lender and L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section 10.0713.6. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents Financing Agreements (if not already discharged therefrom as provided above in this Section 10.0713.6). The fees payable by the Borrowers Parent Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers Parent Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan DocumentsFinancing Agreements, the provisions of this Article X Section 13 and Section 11.04 Sections 12.5 and 12.6 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent. In addition, notwithstanding the effectiveness of a resignation by the Administrative Agent hereunder, (a) the retiring Administrative Agent may, in its sole discretion, continue to provide the services of the Administrative Agent solely with respect to administering, collecting and delivering any payments of principal, interest, fees, premium or other amounts in respect of the Loans and maintaining the books and records relating thereto (such Administrative Agent acting in such capacity, the “Paying Agent”), (b) the term “Administrative Agent” when used in connection with any such functions shall be deemed to mean such retiring Administrative Agent in its capacity as the Paying Agent and (c) such retiring Administrative Agent shall, in its capacity as the Paying Agent, continue to be vested with and enjoy all of the rights and benefits of an Administrative Agent hereunder.

Resignation of Agent. Each Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers Issuing Bank and the BorrowersBorrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the BorrowersBorrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then such the retiring Agent may on behalf of the Lenders and the L/C IssuersIssuing Bank, appoint a successor Agent meeting the qualifications set forth above; above provided that if such the Agent shall notify the Borrowers Borrower and the Lenders that no qualifying Person person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and, subject to the last sentence of this Section 10.07, and (a1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuers Issuing Bank under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed) and (b2) all payments, communications and determinations provided to be made by, to or through such an Agent shall instead be made by or to each Lender and L/C Issuer the Issuing Bank directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section 10.07paragraph. Upon the acceptance of a successor’s 's appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.07paragraph). The fees payable by the Borrowers Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers Borrower and such successor. After the retiring Agent’s 's resignation hereunder and under the other Loan Documents, the provisions of this Article X IX and Section 11.04 10.03 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent. In addition, notwithstanding the effectiveness of a resignation by the Administrative Agent hereunder, (a) the retiring Administrative Agent may, in its sole discretion, continue to provide the services of the Administrative Agent solely with respect to administering, collecting and delivering any payments of principal, interest, fees, premium or other amounts in respect of the Loans and maintaining the books and records relating thereto (such Administrative Agent acting in such capacity, the “Paying Agent”), (b) the term “Administrative Agent” when used in connection with any such functions shall be deemed to mean such retiring Administrative Agent in its capacity as the Paying Agent and (c) such retiring Administrative Agent shall, in its capacity as the Paying Agent, continue to be vested with and enjoy all of the rights and benefits of an Administrative Agent hereunder.

Resignation of Agent. Each (a) Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers Issuer and the BorrowersBorrower. Upon receipt of any such notice of resignation, the Required Majority Lenders shall have the right, in consultation with subject to the Borrowersconsent of Borrower (but no such consent shall be required if a Default is then continuing), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignationresignation (or such earlier day as shall be agreed by the Majority Lenders) (the “Resignation Effective Date”), then such the retiring Agent may (but shall not be obligated to) on behalf of the Lenders and the L/C IssuersIssuer, appoint a successor Agent meeting the qualifications set forth above; provided that , subject to the consent of Borrower (but no such consent shall be required if such Agent shall notify the Borrowers and the Lenders that no qualifying Person a Default is then continuing). Whether or not a successor has accepted such appointmentbeen appointed, then such resignation shall nonetheless become effective (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) in accordance with such notice andon the Resignation Effective Date. (b) If the Person serving as Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Majority Lenders may, to the extent permitted by applicable law, by notice in writing to Borrower and such Person remove such Person as Agent and appoint a successor, subject to the last sentence consent of this Section 10.07Borrower (but no such consent shall be required if a Default is then continuing). If no such successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Majority Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective (aexcept that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the removed Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) in accordance with such notice on the Removal Effective Date. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuers Issuer under any of the Loan Documents, the retiring Collateral or removed Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (b2) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Required Majority Lenders and Borrower, if applicable, appoint a successor Agent as provided for above in this Section 10.07Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than any rights to indemnity payments owed to the retiring or retired) removed Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.07Section). The fees payable by the Borrowers Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers Borrower and such successor. After the retiring or removed Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article X and Section 11.04 shall continue in effect for the benefit of such retiring or removed Agent, its sub-sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Agent was acting as Agent. (d) Any resignation by Scotiabank as Agent pursuant to this Section shall also constitute its resignation as L/C Issuer, and additionally, the L/C Issuer may resign at any time by giving 30 days’ prior notice to Agent, the Lenders and Borrower. In additionAfter the resignation of the L/C Issuer hereunder, notwithstanding the effectiveness retiring L/C Issuer shall remain a party hereto and shall continue to have all the rights and obligations of an L/C Issuer under this Agreement and the other Loan Documents with respect to Letters of Credit issued by it prior to such resignation, but shall not be required to issue additional Letters of Credit or to extend, renew or increase any existing Letter of Credit, including, without limitation, any Letter of Credit with an auto-extend feature (for the avoidance of doubt, the retiring L/C Issuer is authorized to notify each beneficiary of each Letter of Credit (in accordance with the terms of such Letter of Credit) that any such Letter of Credit will not be renewed, extended or increased, automatically or otherwise). Upon the acceptance of a resignation by the Administrative successor’s appointment as Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent may, in its sole discretion, continue to provide the services of the Administrative Agent solely with respect to administering, collecting and delivering any payments of principal, interest, fees, premium or other amounts in respect of the Loans and maintaining the books and records relating thereto (such Administrative Agent acting in such capacity, the “Paying Agent”)L/C Issuer, (b) the term “Administrative Agent” when used in connection with any such functions retiring L/C Issuer shall be deemed to mean such retiring Administrative Agent in discharged from all of its capacity as respective duties and obligations hereunder or under the Paying Agent other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Administrative Agent shall, in its capacity as L/C Issuer to effectively assume the Paying Agent, continue to be vested with and enjoy all obligations of the rights and benefits retiring L/C Issuer with respect to such Letters of an Administrative Agent hereunderCredit.

Resignation of Agent. Each The Agent may at any time give written notice of its resignation to the Lenders, the L/C Issuers Lenders and the BorrowersLead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the BorrowersLead Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then such the retiring Agent may on behalf of the Lenders and the L/C IssuersIssuer, appoint a successor Agent meeting the qualifications set forth above; provided that if such the Agent shall notify the Borrowers Lead Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and, subject to the last sentence of this Section 10.07, and (a1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security Collateral held by the Collateral Agent on behalf of the Lenders or the L/C Issuers Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (b2) all payments, communications and determinations provided to be made by, to or through such the Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section 10.07Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.07Section). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers Lead Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article X and Section 11.04 10.04 shall continue in effect for the benefit of such retiring Agent, its sub-sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as AgentAgent hereunder. In addition, notwithstanding Any resignation by ▇▇▇▇▇ Fargo as Agent pursuant to this Section shall also constitute its resignation as Swing Line Lender and the effectiveness resignation of ▇▇▇▇▇ Fargo as L/C Issuer. Upon the acceptance of a resignation by the Administrative successor’s appointment as Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent may, in its sole discretion, continue to provide the services of the Administrative Agent solely with respect to administering, collecting L/C Issuer and delivering any payments of principal, interest, fees, premium or other amounts in respect of the Loans and maintaining the books and records relating thereto (such Administrative Agent acting in such capacity, the “Paying Agent”)Swing Line Lender, (b) the term “Administrative Agent” when used in connection with any such functions retiring L/C Issuer and Swing Line Lender shall be deemed to mean such retiring Administrative Agent in its capacity as discharged from all of their respective duties and obligations hereunder or under the Paying Agent other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Administrative Agent shall, in its capacity as L/C Issuer to effectively assume the Paying Agent, continue to be vested with and enjoy all obligations of the rights and benefits retiring L/C Issuer with respect to such Letters of an Administrative Agent hereunderCredit.

Resignation of Agent. Each Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers Lenders and the BorrowersBorrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the BorrowersBorrower, to appoint a successor, which (i) shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United StatesStates and (ii) for the Administrative Agent, shall be a commercial bank or other financial institution having assets in excess of $1,000,000,000. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives notice of its resignation, then such the retiring Agent may on behalf of the Lenders and the L/C IssuersLenders, appoint a successor Agent meeting the qualifications set forth above; , provided that if such the Agent shall notify the Borrowers Borrower and the Lenders that no qualifying Person person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and, subject to the last sentence of this Section 10.07, and (a1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuers under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed) and (b2) all payments, communications and determinations provided to be made by, to or through such an Agent shall instead be made by or to each Lender and L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section 10.07paragraph. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.07paragraph). The fees payable by the Borrowers Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article ARTICLE X and Section 11.04 11.03 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent. In addition, notwithstanding the effectiveness of a resignation by the Administrative Agent hereunder, (a) the retiring Administrative Agent may, in its sole discretion, continue to provide the services of the Administrative Agent solely with respect to administering, collecting and delivering any payments of principal, interest, fees, premium or other amounts in respect of the Loans and maintaining the books and records relating thereto (such Administrative Agent acting in such capacity, the “Paying Agent”), (b) the term “Administrative Agent” when used in connection with any such functions shall be deemed to mean such retiring Administrative Agent in its capacity as the Paying Agent and (c) such retiring Administrative Agent shall, in its capacity as the Paying Agent, continue to be vested with and enjoy all of the rights and benefits of an Administrative Agent hereunder.

Resignation of Agent. Each The Administrative Agent or the Collateral Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers Issuer and the BorrowersBorrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the BorrowersBorrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent or Collateral Agent gives notice of its resignation, then such retiring Administrative Agent or Collateral Agent may on behalf of the Lenders and the L/C IssuersIssuer, appoint a successor Administrative Agent or Collateral Agent meeting the qualifications set forth above; provided that if such the Administrative Agent or Collateral Agent shall notify the Borrowers Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and, subject to the last sentence of this Section 10.07, and (a1) the retiring Administrative Agent or Collateral Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security Collateral held by the Administrative Agent or Collateral Agent on behalf of the Lenders or the L/C Issuers Issuer under any of the Loan Documents, the retiring Administrative Agent or Collateral Agent shall continue to hold such collateral security Collateral until such time as a successor Administrative Agent or Collateral Agent is appointed) and (b2) all payments, communications and determinations provided to be made by, to or through such the Administrative Agent or Collateral Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent or Collateral Agent as provided for above in this Section 10.07Section. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent or Collateral Agent, and the retiring Administrative Agent or Collateral Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.07Section). The fees payable by the Borrowers Borrower to a successor Administrative Agent or Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers Borrower and such successor. After the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article X and Section 11.04 10.04 shall continue in effect for the benefit of such retiring Administrative Agent or Collateral Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent or Collateral Agent was acting as the Administrative Agent. In addition, notwithstanding Any resignation by Bank of America as the effectiveness Administrative Agent pursuant to this Section shall also constitute its resignation as L/C Issuer and Swing Line Lender. Upon the acceptance of a resignation by successor’s appointment as the Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent may, in its sole discretion, continue to provide the services of the Administrative Agent solely with respect to administering, collecting L/C Issuer and delivering any payments of principal, interest, fees, premium or other amounts in respect of the Loans and maintaining the books and records relating thereto (such Administrative Agent acting in such capacity, the “Paying Agent”)Swing Line Lender, (b) the term “Administrative Agent” when used in connection with any such functions retiring L/C Issuer and Swing Line Lender shall be deemed to mean such retiring Administrative Agent in its capacity as discharged from all of their respective duties and obligations hereunder or under the Paying Agent other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Administrative Agent shall, in its capacity as L/C Issuer to effectively assume the Paying Agent, continue to be vested with and enjoy all obligations of the rights and benefits retiring L/C Issuer with respect to such Letters of an Administrative Agent hereunderCredit.

Resignation of Agent. Each Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers Issuer and the BorrowersBorrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the BorrowersBorrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then such the retiring Agent may on behalf of the Lenders and the L/C IssuersIssuer, appoint a successor Agent meeting the qualifications set forth above; provided that if such Agent shall notify the Borrowers Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and, subject to the last sentence of this Section 10.07, and (a1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuers Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (b2) all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section 10.07Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.07Section). The fees payable by the Borrowers Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article X and Section 11.04 10.04 shall continue in effect for the benefit of such retiring Agent, its sub-sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent. In addition, notwithstanding Any resignation by Bank of America as Agent pursuant to this Section shall also constitute its resignation as L/C Issuer and Swing Line Lender. Upon the effectiveness acceptance of a resignation by the Administrative successor’s appointment as Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent may, in its sole discretion, continue to provide the services of the Administrative Agent solely with respect to administering, collecting L/C Issuer and delivering any payments of principal, interest, fees, premium or other amounts in respect of the Loans and maintaining the books and records relating thereto (such Administrative Agent acting in such capacity, the “Paying Agent”)Swing Line Lender, (b) the term “Administrative Agent” when used in connection with any such functions retiring L/C Issuer and Swing Line Lender shall be deemed to mean such retiring Administrative Agent in its capacity as discharged from all of their respective duties and obligations hereunder or under the Paying Agent other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Administrative Agent shall, in its capacity as L/C Issuer to effectively assume the Paying Agent, continue to be vested with and enjoy all obligations of the rights and benefits retiring L/C Issuer with respect to such Letters of an Administrative Agent hereunderCredit.

Resignation of Agent. Each The Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers Issuing Lenders and the BorrowersBorrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with approval from the BorrowersBorrower (so long as no Event of Default has occurred and is continuing), to appoint a successor, which shall such approval not to be a bank with an office in the United States, unreasonably withheld or an Affiliate of any such bank with an office in the United Statesdelayed. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives notice of its resignation, then the Borrower (so long as no Event of Default has occurred and is continuing) may appoint a successor agent, which successor may be replaced by the Required Lenders; provided that such replacement is, so long as no Event of Default has occurred and is continuing, reasonably acceptable to the Borrower. If no successor shall have been so appointed by the Required Lenders or the Borrower within sixty (60) days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and the L/C IssuersIssuing Lenders, appoint a successor Agent meeting the qualifications set forth aboveAgent; provided that if such the Agent shall notify the Borrowers Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and, subject to the last sentence of this Section 10.07, and (a) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security security, if any, held by the Collateral Agent on behalf of the Lenders or the L/C Issuers Issuing Lenders under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through such the Agent shall instead be made by or to each Lender and L/C Issuer each Issuing Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section 10.077.06. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.07Section). The fees payable by the Borrowers Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article X 7 and Section 11.04 8.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties Affiliates in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent. In additionIf PNC resigns as Agent under this Section 7.06, notwithstanding PNC shall also resign as an Issuing Lender. Upon the effectiveness appointment of a resignation by the Administrative successor Agent hereunder, such successor shall (ai) succeed to all of the rights, powers, privileges and duties of PNC as the retiring Administrative Issuing Lender and Agent mayand PNC shall be discharged from all of its respective duties and obligations as Issuing Lender and Agent under the Loan Documents, and (ii) issue letters of credit in its sole discretionsubstitution for the Letters of Credit issued by PNC, continue if any, outstanding at the time of such succession or make other arrangement satisfactory to provide PNC to effectively assume the services obligations of the Administrative Agent solely PNC with respect to administering, collecting and delivering any payments such Letters of principal, interest, fees, premium or other amounts in respect of the Loans and maintaining the books and records relating thereto (such Administrative Agent acting in such capacity, the “Paying Agent”), (b) the term “Administrative Agent” when used in connection with any such functions shall be deemed to mean such retiring Administrative Agent in its capacity as the Paying Agent and (c) such retiring Administrative Agent shall, in its capacity as the Paying Agent, continue to be vested with and enjoy all of the rights and benefits of an Administrative Agent hereunderCredit.

Resignation of Agent. Each Any Agent may shall have the right to resign at any time give by giving prior written notice of its resignation to the Lenders, the L/C Issuers Lenders and the BorrowersBorrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the BorrowersBorrower, to appoint a successorsuccessor to such Agent, which shall be a bank with an office in the United StatesNew York, New York, or an Affiliate of any such bank with an office in the United StatesNew York, New York. If no such successor shall have been so appointed by the Required Lenders and shall have accepted or an appointed successor does not accept such appointment within 30 thirty (30) days after the retiring Agent gives notice of its resignationresignation (or such earlier day as shall be agreed by the Required Lenders), then such the retiring Agent may on behalf of the Lenders and the L/C IssuersLenders, appoint a successor Agent to replace it meeting the qualifications set forth above; , provided that if such the retiring Agent shall notify the Borrowers Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and, subject to the last sentence of this Section 10.07, and (a) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Facility Documents (except that in the case of if any collateral security Collateral is then held by the Collateral such Agent on behalf of the Lenders or the L/C Issuers under any of the Loan Facility Documents, the retiring Collateral such Agent shall continue to hold such collateral security Collateral until such time as a successor Collateral Agent to it is appointed) and (b) all payments, communications and determinations provided to be made by, to or through such the retiring Agent shall instead be made by or to each Lender and L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section 10.07Section. Upon the acceptance of a successor’s appointment as the applicable Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Facility Documents (if not already discharged therefrom as provided above in this Section 10.07Section). The fees payable by the Borrowers Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers Borrower and such successor. After the a retiring Agent’s resignation hereunder and under the other Loan Facility Documents, the provisions of this Article X ARTICLE VII and Section 11.04 8.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent. In addition, notwithstanding the effectiveness of a resignation by the Administrative Agent hereunder, (a) the retiring Administrative Agent may, in its sole discretion, continue to provide the services of the Administrative Agent solely with respect to administering, collecting and delivering any payments of principal, interest, fees, premium or other amounts in respect of the Loans and maintaining the books and records relating thereto (such Administrative Agent acting in such capacity, the “Paying Agent”), (b) the term “Administrative Agent” when used in connection with any such functions shall be deemed to mean such retiring Administrative Agent in its capacity as the Paying Agent and (c) such retiring Administrative Agent shall, in its capacity as the Paying Agent, continue to be vested with and enjoy all of the rights and benefits of an Administrative Agent hereunder.

Resignation of Agent. Each Subject to the appointment and acceptance of a successor Agent as provided below, the Administrative Agent or the Collateral Agent may resign at any time give notice of its resignation to by notifying the Lenders, the L/C Issuers Lenders and the BorrowersCompany. Upon receipt of any such notice resignation of resignationsuch Agent, the Required Lenders shall have the rightright subject to the prior written approval of the Company (which approval shall not be unreasonably withheld, in consultation with delayed or conditioned and shall not be required upon the Borrowersoccurrence and continuance of an Event of Default), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor Administrative Agent or the Collateral Agent shall have been so appointed by the Required Lenders Lenders, with, absent the occurrence and continuance of an Event of Default, the consent of the Company, and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then such the retiring Agent may may, on behalf of the Lenders and the L/C Issuersapplicable Lenders, appoint a successor Agent meeting which shall be a bank with an office in New York, New York, or an Affiliate of any such bank capable of performing the qualifications set forth above; provided that if duties of the Administrative Agent or Collateral Agent, as the case may be. If no successor Agent has been appointed pursuant to the immediately preceding sentence by the 30th day after the date such notice of resignation was given by such Agent, such Agent’s resignation shall become effective and the Required Lenders shall thereafter perform all the duties of such Agent shall notify hereunder and/or under any other Loan Document until such time, if any, as the Borrowers and the Required Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and, (subject to the last prior written approval of the Company to the extent such approval would have been required under the second sentence of this Section 10.07paragraph) appoint a successor Administrative Agent and/or Collateral Agent, as the case may be. Any such resignation by such Agent hereunder shall also constitute, to the extent applicable, its resignation as an Issuing Lender, in which case such resigning Agent (ax) shall not be required to issue any further Letters of Credit and (y) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignation. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuers under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Lender and L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section 10.07. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.07). The fees payable by the Borrowers Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers Company and such successor. After the retiring an Agent’s resignation hereunder and under the other Loan Documentshereunder, the provisions of this Article X and Section 11.04 10.05 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent. In addition, notwithstanding the effectiveness of a resignation by the Administrative Agent hereunder, (a) the retiring Administrative Agent may, in its sole discretion, continue to provide the services of the Administrative Agent solely with respect to administering, collecting and delivering any payments of principal, interest, fees, premium or other amounts in respect of the Loans and maintaining the books and records relating thereto (such Administrative Agent acting in such capacity, the “Paying Agent”), (b) the term “Administrative Agent” when used in connection with any such functions shall be deemed to mean such retiring Administrative Agent in its capacity as the Paying Agent and (c) such retiring Administrative Agent shall, in its capacity as the Paying Agent, continue to be vested with and enjoy all of the rights and benefits of an Administrative Agent hereunder.

Resignation of Agent. Each The Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers Issuer and the BorrowersBorrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrowersconsent of the Borrower at all times other than during the existence of an Event of Default (which consent will not be unreasonably withheld or delayed), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then such the retiring Agent may on behalf of the Lenders and the L/C IssuersIssuer, after consulting with the Lenders and the Borrower, appoint a successor Agent meeting the qualifications set forth above; provided that if such the Agent shall notify the Borrowers Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and, subject to the last sentence of this Section 10.07, and (a1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuers under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (b2) all payments, communications and determinations provided to be made by, to or through such the Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section 10.07Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.07Section). The fees payable by the Borrowers Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article X and Section 11.04 Sections 15.1 and 15.2 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent. In addition, notwithstanding Any resignation by Bank of America as Agent pursuant to this Section shall also constitute its resignation as L/C Issuer and Swingline Lender. Upon the effectiveness acceptance of a resignation by the Administrative successor’s appointment as Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent may, in its sole discretion, continue to provide the services of the Administrative Agent solely with respect to administering, collecting L/C Issuer and delivering any payments of principal, interest, fees, premium or other amounts in respect of the Loans and maintaining the books and records relating thereto (such Administrative Agent acting in such capacity, the “Paying Agent”)Swingline Lender, (b) the term “Administrative Agent” when used in connection with any such functions retiring L/C Issuer and Swingline Lender shall be deemed to mean such retiring Administrative Agent in its capacity as discharged from all of their respective duties and obligations hereunder or under the Paying Agent other Loan Documents and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Administrative Agent shall, in its capacity as L/C Issuer to effectively assume the Paying Agent, continue to be vested with and enjoy all obligations of the rights and benefits retiring L/C Issuer with respect to such Letters of an Administrative Agent hereunderCredit.

Resignation of Agent. Each Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers Issuer and the BorrowersBorrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the BorrowersBorrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then such the retiring Agent may on behalf of the Lenders and the L/C IssuersIssuer, appoint a successor Agent meeting the qualifications set forth above; provided that if such Agent shall notify the Borrowers Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and, subject to the last sentence of this Section 10.07, and (a1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuers Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (b2) all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section 10.07Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.07Section). The fees payable by the Borrowers Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article X and Section 11.04 10.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent. In addition, notwithstanding Any resignation by Bank of America as Agent pursuant to this Section shall also constitute its resignation as L/C Issuer and Swing Line Lender. Upon the effectiveness acceptance of a resignation by the Administrative successor’s appointment as Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent may, in its sole discretion, continue to provide the services of the Administrative Agent solely with respect to administering, collecting L/C Issuer and delivering any payments of principal, interest, fees, premium or other amounts in respect of the Loans and maintaining the books and records relating thereto (such Administrative Agent acting in such capacity, the “Paying Agent”)Swing Line Lender, (b) the term “Administrative Agent” when used in connection with any such functions retiring L/C Issuer and Swing Line Lender shall be deemed to mean such retiring Administrative Agent in its capacity as discharged from all of their respective duties and obligations hereunder or under the Paying Agent other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Administrative Agent shall, in its capacity as L/C Issuer to effectively assume the Paying Agent, continue to be vested with and enjoy all obligations of the rights and benefits retiring L/C Issuer with respect to such Letters of an Administrative Agent hereunderCredit.

Resignation of Agent. Each (a) Any Agent may resign at any time give by giving 30 days prior written notice of its resignation thereof to the Revolving Credit Lenders, the L/C Issuers and the Borrowers. Upon receipt of any such notice of resignation, the Required SuperMajority Lenders shall have the right, in consultation with the Borrowers, right to appoint a successorsuccessor to such Agent (and if no Event of Default has occurred and is continuing, which shall with the consent of the Lead Borrower, not to be a bank with an office unreasonably withheld and, in any event, deemed given by the United States, or an Affiliate Lead Borrower if no written objection is provided by the Lead Borrower to the (resigning) Agent within ten (10) Business Days notice of any such bank with an office in the United Statesproposed appointment). If no such a successor Agent shall not have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives giving of notice of its resignationby the resigning Agent, then such retiring the resigning Agent may on behalf of the Lenders and the L/C Issuers, appoint a successor Agent, which shall be a financial institution having a combined capital and surplus in excess of $100,000,000. The consent of the Lead Borrower otherwise required by this Section 15.10(a) shall not be required if an Event of Default has occurred and is continuing. (b) Upon the acceptance of any appointment as Agent meeting hereunder by a successor Agent, such successor shall thereupon succeed to, and become vested with, all the qualifications set forth above; provided that if such rights, powers, privileges, and duties of the (resigning) Agent shall notify the Borrowers so replaced, and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and, subject to the last sentence of this Section 10.07, (aresigning) the retiring Agent shall be discharged from its the (resigning) Agent's duties and obligations hereunder and under the hereunder, other Loan Documents (except that in the case than on account of any collateral security held responsibility for any action taken or omitted to be taken by the Collateral (resigning) Agent on behalf of as to which a final judicial determination has been or is made (in a proceeding in which the Lenders or the L/C Issuers under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed(resigning) and (b) all payments, communications and determinations provided Person has had an opportunity to be made byheard) that such Person had acted in a grossly negligent manner or in bad faith, to or through such Agent shall instead be made by or to each Lender and L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section 10.07. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring willful misconduct. (or retiredc) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.07). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the any retiring Agent’s resignation hereunder and under the other Loan Documents's resignation, the provisions of this Article X Agreement and Section 11.04 of all other Loan Documents shall continue in effect for the retiring Person's benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring Agent it was acting as Agent. In addition, notwithstanding the effectiveness of a resignation by the Administrative Agent hereunder, (a) the retiring Administrative Agent may, in its sole discretion, continue to provide the services of the Administrative Agent solely with respect to administering, collecting and delivering any payments of principal, interest, fees, premium or other amounts in respect of the Loans and maintaining the books and records relating thereto (such Administrative Agent acting in such capacity, the “Paying Agent”), (b) the term “Administrative Agent” when used in connection with any such functions shall be deemed to mean such retiring Administrative Agent in its capacity as the Paying Agent and (c) such retiring Administrative Agent shall, in its capacity as the Paying Agent, continue to be vested with and enjoy all of the rights and benefits of an Administrative Agent hereunder.

Resignation of Agent. Each Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers Issuer and the BorrowersBorrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the BorrowersBorrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then such the retiring Agent may on behalf of the Lenders and the L/C IssuersIssuer, appoint a successor Agent meeting the qualifications set forth above; provided that if such Agent shall notify the Borrowers Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and, subject to the last sentence of this Section 10.07, and (a1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuers Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (b2) all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section 10.07Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.07Section). The fees payable by the Borrowers Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article X and Section 11.04 10.04 shall continue in effect for the benefit of such retiring Agent, its sub-sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent. In addition, notwithstanding Any resignation by Bank of America as Agent pursuant to this Section shall also constitute its resignation as L/C Issuer. Upon the effectiveness acceptance of a resignation by the Administrative successor’s appointment as Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent may, in its sole discretion, continue to provide the services of the Administrative Agent solely with respect to administering, collecting and delivering any payments of principal, interest, fees, premium or other amounts in respect of the Loans and maintaining the books and records relating thereto (such Administrative Agent acting in such capacity, the “Paying Agent”)L/C Issuer, (b) the term “Administrative Agent” when used in connection with any such functions retiring L/C Issuer shall be deemed to mean such retiring Administrative Agent in its capacity as discharged from all of their respective duties and obligations hereunder or under the Paying Agent other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Administrative Agent shall, in its capacity as L/C Issuer to effectively assume the Paying Agent, continue to be vested with and enjoy all obligations of the rights and benefits retiring L/C Issuer with respect to such Letters of an Administrative Agent hereunderCredit.

Resignation of Agent. Each Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers Issuer and the Borrowers. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrowers, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then such retiring Agent may on behalf of the Lenders and the L/C IssuersIssuer, appoint a successor Agent meeting the qualifications set forth above; provided that if such Agent shall notify the Borrowers and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and, subject to the last sentence of this Section 10.07, (a) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuers Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section 10.07Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.07Section). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article X and Section 11.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent. In addition, notwithstanding the effectiveness of a resignation by the Administrative Agent hereunder, (a) the retiring Administrative Agent may, in its sole discretion, continue to provide the services of the Administrative Agent solely with respect to administering, collecting and delivering any payments of principal, interest, fees, premium or other amounts in respect of the Loans and maintaining the books and records relating thereto (such Administrative Agent acting in such capacity, the “Paying Agent”), (b) the term “Administrative Agent” when used in connection with any such functions shall be deemed to mean such retiring Administrative Agent in its capacity as the Paying Agent and (c) such retiring Administrative Agent shall, in its capacity as the Paying Agent, continue to be vested with and enjoy all of the rights and benefits of an Administrative Agent hereunder.

Resignation of Agent. Each (a) An Agent may resign at any time give by giving 60 days’ prior written notice of its resignation thereof to the Lenders, Lenders and to the L/C Issuers and the Borrowersother Agent. Upon receipt of any such notice of resignation, the Required SuperMajority Lenders shall have the right, in consultation with the Borrowers, right to appoint a successorsuccessor to such Agent (and if no Event of Default has occurred, which shall with the consent of the Borrowers’ Representative, not to be a bank with an office unreasonably withheld and, in any event, deemed given by the United States, or an Affiliate Borrowers’ Representative if no written objection is provided by the Borrowers’ Representative to the (resigning) Agent within seven (7) Business Days notice of any such bank with an office in the United Statesproposed appointment). If no such a successor Agent shall not have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives giving of notice of its resignationby the resigning Agent, then such retiring the resigning Agent may on behalf of the Lenders and the L/C Issuers, appoint a successor Agent, which shall be a financial institution having a combined capital and surplus in excess of $500,000,000.00. The consent of the Borrowers’ Representative otherwise required by this Section 14.10(a) shall not be required if an Event of Default has occurred. (b) Upon the acceptance of any appointment as an Agent meeting hereunder by a successor Agent, such successor shall thereupon succeed to, and become vested with, all the qualifications set forth above; provided that if such rights, powers, privileges, and duties of the (resigning) Agent shall notify the Borrowers so replaced, and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and, subject to the last sentence of this Section 10.07, (aresigning) the retiring Agent shall be discharged from its the (resigning) Agent’s duties and obligations hereunder and under the hereunder, other Loan Documents (except that in the case than on account of any collateral security held responsibility for any action taken or omitted to be taken by the Collateral (resigning) Agent on behalf of as to which a final judicial determination has been or is made (in a proceeding in which the Lenders or the L/C Issuers under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed(resigning) and (b) all payments, communications and determinations provided Person has had an opportunity to be made by, to heard) that such Person had acted in a grossly negligent manner or through such Agent shall instead be made by or to each Lender and L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section 10.07. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring bad faith. (or retiredc) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.07). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the any retiring Agent’s resignation hereunder and under the other Loan Documentsresignation, the provisions of this Article X Agreement and Section 11.04 of all other Loan Documents shall continue in effect for the retiring Person’s benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring Agent it was acting as an Agent. In addition, notwithstanding the effectiveness of a resignation by the Administrative Agent hereunder, (a) the retiring Administrative Agent may, in its sole discretion, continue to provide the services of the Administrative Agent solely with respect to administering, collecting and delivering any payments of principal, interest, fees, premium or other amounts in respect of the Loans and maintaining the books and records relating thereto (such Administrative Agent acting in such capacity, the “Paying Agent”), (b) the term “Administrative Agent” when used in connection with any such functions shall be deemed to mean such retiring Administrative Agent in its capacity as the Paying Agent and (c) such retiring Administrative Agent shall, in its capacity as the Paying Agent, continue to be vested with and enjoy all of the rights and benefits of an Administrative Agent hereunder.

Resignation of Agent. Each The Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers and the BorrowersCompany. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrowersconsent of the Company (which consent shall not be unreasonably withheld or delayed and which consent shall not be required during the existence of an Event of Default), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and consented to by the Company (such consent not to be unreasonably withheld or delayed) and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then such the retiring Agent may on behalf of the Lenders and the L/C Issuers, appoint a successor Agent meeting the qualifications set forth above; provided that if such the Agent shall notify the Borrowers Company and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and, subject to the last sentence of this Section 10.07, and (a1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuers under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (b2) all payments, communications and determinations provided to be made by, to or through such the Agent shall instead be made by or to each Lender and L/C each Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section 10.07Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.07Section). The fees payable by the Borrowers Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers Company and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article X and Section 11.04 shall continue in effect for the benefit of such retiring Agent, its sub-sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent. In addition, notwithstanding Any resignation by Bank of America as Agent pursuant to this Section shall also constitute its resignation as an Issuer and Swing Line Lender. Upon the effectiveness acceptance of a resignation by the Administrative successor’s appointment as Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent may, in its sole discretion, continue to provide the services of the Administrative Agent solely with respect to administering, collecting Issuer and delivering any payments of principal, interest, fees, premium or other amounts in respect of the Loans and maintaining the books and records relating thereto (such Administrative Agent acting in such capacity, the “Paying Agent”)Swing Line Lender, (b) the term “Administrative Agent” when used in connection with any such functions retiring Issuer and Swing Line Lender shall be deemed to mean such retiring Administrative Agent in its capacity as discharged from all of their respective duties and obligations hereunder or under the Paying Agent other Loan Documents, and (c) the successor Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Administrative Agent shall, in its capacity as Issuer to effectively assume the Paying Agent, continue to be vested with and enjoy all obligations of the rights and benefits retiring Issuer with respect to such Letters of an Administrative Agent hereunderCredit.

Resignation of Agent. Each The Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers Issuer and the BorrowersBorrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrowersconsent of the Borrower at all times other than during the existence of an Event of Default (which consent will not be unreasonably withheld or delayed), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then such the retiring Agent may on behalf of the Lenders and the L/C IssuersIssuer, after consulting with the Lenders and the Borrower, appoint a successor Agent meeting the qualifications set forth above; provided that if such the Agent shall notify the Borrowers Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and, subject to the last sentence of this Section 10.07, and (a1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuers under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (b2) all payments, communications and determinations provided to be made by, to or through such the Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section 10.07Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.07Section). The fees payable by the Borrowers Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article X and Section 11.04 Sections 15.1 and 15.2 shall continue in effect for the benefit of such retiring Agent, its sub-sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent. In addition, notwithstanding Any resignation by Bank of America as Agent pursuant to this Section shall also constitute its resignation as L/C Issuer. Upon the effectiveness acceptance of a resignation by the Administrative successor’s appointment as Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent may, in its sole discretion, continue to provide the services of the Administrative Agent solely with respect to administering, collecting and delivering any payments of principal, interest, fees, premium or other amounts in respect of the Loans and maintaining the books and records relating thereto (such Administrative Agent acting in such capacity, the “Paying Agent”)L/C Issuer, (b) the term “Administrative Agent” when used in connection with any such functions retiring L/C Issuer shall be deemed to mean such retiring Administrative Agent in its capacity as discharged from all of their respective duties and obligations hereunder or under the Paying Agent other Loan Documents and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Administrative Agent shall, in its capacity as L/C Issuer to effectively assume the Paying Agent, continue to be vested with and enjoy all obligations of the rights and benefits retiring L/C Issuer with respect to such Letters of an Administrative Agent hereunderCredit.

Resignation of Agent. Each 10.6.1 The Agent may at any time give not less than 45 days’ prior written notice of its resignation to the Lenders, the L/C LC Issuers and the BorrowersBorrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the BorrowersBorrower (and so long as no Default shall have occurred and be continuing, subject to the approval of the Borrower, such approval not to be unreasonably withheld or delayed (it being understood and agreed that if such proposed successor Agent is unwilling or unable to be appointed as the successor Swing Line Lender or LC Issuer, as applicable, it shall not be unreasonable for the Borrower to withhold its consent)), to appoint a successorsuccessor from among the Lenders, which shall be a bank with an office in the United StatesStates having capital and retained earnings of at least $100,000,000, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then such the retiring Agent may on behalf of the Lenders and the L/C LC Issuers, appoint a successor Agent meeting the qualifications set forth above; above provided that if such the Agent shall notify the Borrowers Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and, subject to the last sentence of this Section 10.07, and (a1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuers under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (b2) all payments, communications and determinations provided to be made by, to or through such the Agent shall instead be made by or to each Lender and L/C LC Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section 10.07paragraph. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.07paragraph). The fees payable by the Borrowers Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article X and Section 11.04 9.6 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent. In additionthe event that there is a successor to the Agent by merger, notwithstanding or the effectiveness Agent assigns its duties and obligations to an Affiliate pursuant to this Section 10.6, then the term “Prime Rate” as used in this Agreement shall mean the prime rate, base rate or other analogous rate of the new Agent. 10.6.2 Any resignation by ▇▇▇▇▇ Fargo as Agent pursuant to this Section shall, unless otherwise agreed, also constitute its resignation (as of the effective date of its resignation as Agent pursuant to Section 10.6.1) as an LC Issuer and Swing Line Lender (but, in the case of the LC Issuer, only with respect to any Facility LCs issued after such date of resignation). Upon the acceptance of a resignation by the Administrative successor’s appointment as Agent hereunder, hereunder (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent may, in its sole discretion, continue to provide the services of the Administrative Agent solely with respect to administering, collecting LC Issuer and delivering any payments of principal, interest, fees, premium or other amounts in respect of the Loans and maintaining the books and records relating thereto (such Administrative Agent acting in such capacity, the “Paying Agent”)Swing Line Lender, (b) the term “Administrative Agent” when used in connection with any such functions retiring LC Issuer and Swing Line Lender shall be deemed to mean discharged from all of their respective duties and obligations in such retiring Administrative Agent in its capacity as capacities hereunder or under the Paying Agent other Loan Documents, and (c) after such acceptance, the successor LC Issuer shall use commercially reasonable efforts to issue letters of credit in substitution for the Facility LCs issued by the retiring Administrative Agent shallLC Issuer, in its capacity as if any, outstanding at the Paying Agent, continue to be vested with and enjoy all time of the rights and benefits of an Administrative Agent hereundersuch succession.

Resignation of Agent. Each The Agent may at any time give written notice of its resignation to the Lenders, the L/C Issuers Issuer and the BorrowersLead Borrower. Upon receipt of any such notice of resignation, the Required Lenders (excluding, for purposes of this Section 9.06 only, any Lender who is also the Agent) shall have the right, in consultation with the BorrowersLead Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United StatesStates and which shall, unless an Event of Default has occurred and is continuing at the time of such appointment, be reasonably acceptable to the Lead Borrower (whose consent shall not be unreasonably withheld or delayed). If no such successor shall have been so appointed by the Required Lenders (and accepted by the Lead Borrower in accordance with the terms above) and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives notice of its resignation, then such the retiring Agent may on behalf of the Lenders and the L/C IssuersIssuer, appoint a successor Agent meeting the qualifications set forth above; provided that if such the Agent shall notify the Borrowers Lead Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and, subject to the last sentence of this Section 10.07, and (a1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security Collateral held by the Collateral Agent on behalf of the Lenders or the L/C Issuers Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (b2) all payments, communications and determinations provided to be made by, to or through such the Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section 10.07Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.07Section). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers Lead Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article X and Section 11.04 10.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent. In addition, notwithstanding the effectiveness of a resignation by the Administrative Agent hereunder, (a) the retiring Administrative Agent may, in its sole discretion, continue to provide the services of the Administrative Agent solely with respect to administering, collecting and delivering any payments of principal, interest, fees, premium or other amounts in respect of the Loans and maintaining the books and records relating thereto (such Administrative Agent acting in such capacity, the “Paying Agent”), (b) the term “Administrative Agent” when used in connection with any such functions shall be deemed to mean such retiring Administrative Agent in its capacity as the Paying Agent and (c) such retiring Administrative Agent shall, in its capacity as the Paying Agent, continue to be vested with and enjoy all of the rights and benefits of an Administrative Agent hereunder.

Resignation of Agent. Each (a) The Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers Lenders and the BorrowersBorrower upon 30 days’ notice to the Lenders and the Borrower. Any such resignation by the Agent hereunder shall also constitute its resignation as an Issuing Bank and the Swing Line Bank, as applicable, in which case the resigning Agent (x) shall not be required to issue any further Letters of Credit or make any additional Swing Line Advances hereunder and (y) shall maintain all of its rights as Issuing Bank or Swing Line Bank, as the case may be, with respect to any Letters of Credit issued by it, or Swing Line Advances made by it, prior to the date of such resignation. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with subject to the Borrowersreasonable consent of the Borrower (so long as no Event of Default under Section 6.01(a) or (e) shall have occurred and be continuing), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, whereupon such successor agent shall succeed to the rights, powers and duties of the Agent, and the term “Agent” shall mean such successor agent effective upon such appointment and approval, and the former Agent’s rights, powers and duties as the Agent shall be terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement or any holders of the Loans. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignationresignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then such the retiring Agent may on behalf Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Agent hereunder until such time, if any, as the Required Lenders and the L/C Issuers, appoint a successor Agent meeting agent as provided for above. (b) With effect from the qualifications set forth above; provided that if such Agent shall notify the Borrowers and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and, subject to the last sentence of this Section 10.07, Resignation Effective Date (a1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (2) except that in the case of for any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuers under any of the Loan Documents, indemnity payments owed to the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (b) Agent, all payments, communications and determinations provided to be made by, to or through such the Agent shall instead be made by or to each Lender and L/C Issuer directly, until such time time, if any, as the Required Lenders appoint a successor Agent as provided for above in this Section 10.07above. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent (or retired) other than any rights to indemnity payments owed to the retiring Agent), and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.07)Documents. The fees payable by the Borrowers Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documentshereunder, the provisions of this Article X and Section 11.04 8.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent. In addition, notwithstanding the effectiveness of a resignation by the Administrative Agent hereunder, (a) the retiring Administrative Agent may, in its sole discretion, continue to provide the services of the Administrative Agent solely with respect to administering, collecting and delivering any payments of principal, interest, fees, premium or other amounts in respect of the Loans and maintaining the books and records relating thereto (such Administrative Agent acting in such capacity, the “Paying Agent”), (b) the term “Administrative Agent” when used in connection with any such functions shall be deemed to mean such retiring Administrative Agent in its capacity as the Paying Agent and (c) such retiring Administrative Agent shall, in its capacity as the Paying Agent, continue to be vested with and enjoy all of the rights and benefits of an Administrative Agent hereunder.

Resignation of Agent. Each Either the Administrative Agent or Collateral Agent may at any time give resign as Agent upon 30 days’ notice of its resignation to the Lenders, the L/C Issuers Issuing Banks and the BorrowersParent Borrower. Upon receipt of any such notice of resignation, the Required Majority Lenders shall have appoint from among the right, in consultation with the Borrowers, to appoint Lenders a successor, successor agent (which shall may be a bank with an office in the United States, or an Affiliate of any such bank a Lender), with the consent of the Parent Borrower at all times other than during the existence of an office in the United StatesEvent of Default under Section 10.01(a), (e), (f) or (g) (which consent shall not be unreasonably withheld or delayed). If no such successor shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within 30 days after prior to the retiring Agent gives notice effective date of its resignationthe resignation of the Agent, then such retiring the Agent may (but shall not be obligated to), on behalf of the Lenders and the L/C IssuersIssuing Banks, appoint a successor Agent meeting the qualifications set forth above; provided that if such Agent shall notify the Borrowers and the Lenders that no qualifying Person . Whether or not a successor has accepted such appointmentbeen appointed, then such resignation shall nonetheless become effective in accordance with such notice andon such effective date, subject to the last sentence of this Section 10.07, where (ai) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuers Issuing Banks under any of the Loan Documents, the retiring Collateral Agent may (but shall not be obligated to) continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (bii) all payments, communications and determinations provided to be made by, to or through such the Agent shall instead be made by or to each Lender and L/C Issuer Issuing Bank directly, until such time time, if any, as the Required Majority Lenders appoint a successor Agent as provided for above in this Section 10.07above. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.07)Documents. The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers Parent Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article X and Section 11.04 12.03 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent. In addition, notwithstanding the effectiveness of a resignation by the Administrative Agent hereunder, (a) the retiring Administrative Agent may, in its sole discretion, continue to provide the services of the Administrative Agent solely with respect to administering, collecting and delivering any payments of principal, interest, fees, premium or other amounts in respect of the Loans and maintaining the books and records relating thereto (such Administrative Agent acting in such capacity, the “Paying Agent”), (b) the term “Administrative Agent” when used in connection with any such functions shall be deemed to mean such retiring Administrative Agent in its capacity as the Paying Agent and (c) such retiring Administrative Agent shall, in its capacity as the Paying Agent, continue to be vested with and enjoy all of the rights and benefits of an Administrative Agent hereunder.

Resignation of Agent. Each Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers Issuing Bank and the Borrowers. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrowers, to appoint a successor, which shall be a bank with an office in the United StatesStates or in the case of a successor to the Canadian Administrative Agent, a person which (i) (A) is not a “non-resident” within the meaning of the ITA, or (B) is an “Authorized Foreign Bank” within the meaning of the Bank Act for purposes of the ITA and which becomes a party hereunder in the ordinary course of its trade and business that is its “Canadian banking business” for purposes of the ITA and (ii) which has provided a representation and warranty substantially in the form of that contained in Section 10.03(d), or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then such the retiring Agent may on behalf of the Lenders and the L/C IssuersIssuing Bank, appoint a successor Agent meeting the qualifications set forth above; above provided that if such the Agent shall notify the Borrowers Borrower and the Lenders that no qualifying Person person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and, subject to the last sentence of this Section 10.07, and (a1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral such Agent on behalf of the Lenders or the L/C Issuers Issuing Bank under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed) and (b2) all payments, communications and determinations provided to be made by, to or through such an Agent shall instead be made by or to each Lender and L/C Issuer the Issuing Bank directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section 10.07paragraph. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.07paragraph). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article X and Section 11.04 11.03 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent. In addition, notwithstanding the effectiveness of a resignation by the Administrative Agent hereunder, (a) the retiring Administrative Agent may, in its sole discretion, continue to provide the services of the Administrative Agent solely with respect to administering, collecting and delivering any payments of principal, interest, fees, premium or other amounts in respect of the Loans and maintaining the books and records relating thereto (such Administrative Agent acting in such capacity, the “Paying Agent”), (b) the term “Administrative Agent” when used in connection with any such functions shall be deemed to mean such retiring Administrative Agent in its capacity as the Paying Agent and (c) such retiring Administrative Agent shall, in its capacity as the Paying Agent, continue to be vested with and enjoy all of the rights and benefits of an Administrative Agent hereunder.

Resignation of Agent. Each Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers Issuer and the BorrowersBorrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the BorrowersBorrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then such the retiring Agent may on behalf of the Lenders and the L/C IssuersIssuer, appoint a successor Agent meeting the qualifications set forth above; provided that if such Agent shall notify the Borrowers Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and, subject to the last sentence of this Section 10.07, and (a) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuers Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section 10.07Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.07Section). The fees payable by the Borrowers Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article X and Section 11.04 shall continue in effect for the benefit of such retiring Agent, its sub-sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent. In addition, notwithstanding Any resignation by Bank of America as Agent pursuant to this Section shall also constitute its resignation as L/C Issuer and Swing Line Lender. Upon the effectiveness acceptance of a resignation by the Administrative successor’s appointment as Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent may, in its sole discretion, continue to provide the services of the Administrative Agent solely with respect to administering, collecting L/C Issuer and delivering any payments of principal, interest, fees, premium or other amounts in respect of the Loans and maintaining the books and records relating thereto (such Administrative Agent acting in such capacity, the “Paying Agent”)Swing Line Lender, (b) the term “Administrative Agent” when used in connection with any such functions retiring L/C Issuer and Swing Line Lender shall be deemed to mean such retiring Administrative Agent in its capacity as discharged from all of their respective duties and obligations hereunder or under the Paying Agent other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Administrative Agent shall, in its capacity as L/C Issuer to effectively assume the Paying Agent, continue to be vested with and enjoy all obligations of the rights and benefits retiring L/C Issuer with respect to such Letters of an Administrative Agent hereunderCredit.

Resignation of Agent. Each (a) The Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers Lenders and the BorrowersBorrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the BorrowersBorrower, to appoint a successor, which shall be (i) a bank with Lender holding at least 30% outstanding principal amount of the Loans or any Affiliate thereof or (ii) any other financial institution consented to by the Borrower (such consent not to be unreasonably withheld, conditioned or delayed); provided, that, the consent of the Borrower shall not be required to the extent an office in the United States, or an Affiliate Event of any such bank with an office in the United StatesDefault has occurred and is continuing. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives notice of its resignationresignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then such the retiring Agent may (but shall not be obligated to), on behalf of the Lenders and in consultation with the L/C IssuersBorrower, appoint a successor Agent meeting the qualifications set forth above; provided . Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. (b) If the Person serving as Agent has, or has a direct or indirect parent company that if has, (i) become the subject of a proceeding under any Debtor Relief Law, or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and such Person remove such Person as Agent and, in consultation with the Borrower, appoint a successor. If no such successor shall notify have been so appointed by the Borrowers Required Lenders and the Lenders that no qualifying Person has shall have accepted such appointmentappointment within thirty (30) days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such resignation removal shall nonetheless become effective in accordance with such notice and, subject to on the last sentence of this Section 10.07, Removal Effective Date. (ac) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuers under any of the Loan Documents, the retiring Collateral or removed Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (b2) except for any indemnity or expense reimbursement payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through such the Agent shall instead be made by or to each Lender and L/C Issuer directly, until such time time, if any, as the Required Lenders appoint a successor Agent as provided for above in this Section 10.07above. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than any rights to indemnity and expense reimbursement payments owed to the retiring or retired) removed Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.07)Documents. The fees payable by the Borrowers Borrower to a successor Agent after the date such successor becomes Agent shall be the same as those that would have been payable to its predecessor after such date unless otherwise agreed between the Borrowers Borrower and such successor. After the retiring or removed Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article X and Section 11.04 10.3, shall continue in effect for the benefit of such retiring or removed Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Agent was acting as Agent. In addition, notwithstanding the effectiveness of a resignation by the Administrative Agent hereunder, (a) the retiring Administrative Agent may, in its sole discretion, continue to provide the services of the Administrative Agent solely with respect to administering, collecting and delivering any payments of principal, interest, fees, premium or other amounts in respect of the Loans and maintaining the books and records relating thereto (such Administrative Agent acting in such capacity, the “Paying Agent”), (b) the term “Administrative Agent” when used in connection with any such functions shall be deemed to mean such retiring Administrative Agent in its capacity as the Paying Agent and (c) such retiring Administrative Agent shall, in its capacity as the Paying Agent, continue to be vested with and enjoy all of the rights and benefits of an Administrative Agent hereunder.

Resignation of Agent. Each 10.6.1 The Agent may at any time give not less than 45 days' prior written notice of its resignation to the Lenders, the L/C LC Issuers and the BorrowersBorrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the BorrowersBorrower (and so long as no Default shall have occurred and be continuing, subject to the approval of the Borrower, such approval not to be unreasonably withheld or delayed (it being understood and agreed that if such proposed successor Agent is unwilling or unable to be appointed as the successor Swing Line Lender or LC Issuer, as applicable, it shall not be unreasonable for the Borrower to withhold its consent)), to appoint a successorsuccessor from among the Lenders, which shall be a bank with an office in the United StatesStates having capital and retained earnings of at least $100,000,000, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then such the retiring Agent may on behalf of the Lenders and the L/C LC Issuers, appoint a successor Agent meeting the qualifications set forth above; above provided that if such the Agent shall notify the Borrowers Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and, subject to the last sentence of this Section 10.07, and (a1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuers under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (b2) all payments, communications and determinations provided to be made by, to or through such the Agent shall instead be made by or to each Lender and L/C LC Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section 10.07paragraph. Upon the acceptance of a successor’s 's appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.07paragraph). The fees payable by the Borrowers Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers Borrower and such successor. After the retiring Agent’s 's resignation hereunder and under the other Loan Documents, the provisions of this Article X and Section 11.04 9.6 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent. In additionthe event that there is a successor to the Agent by merger, notwithstanding or the effectiveness Agent assigns its duties and obligations to an Affiliate pursuant to this Section 10.6, then the term “Prime Rate” as used in this Agreement shall mean the prime rate, base rate or other analogous rate of the new Agent. 10.6.2 Any resignation by ▇▇▇▇▇ Fargo as Agent pursuant to this Section shall, unless otherwise agreed, also constitute its resignation (as of the effective date of its resignation as Agent pursuant to Section 10.6.1) as an LC Issuer and Swing Line Lender (but, in the case of the LC Issuer, only with respect to any Facility LCs issued after such date of resignation). Upon the acceptance of a resignation by the Administrative successor's appointment as Agent hereunder, hereunder (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent may, in its sole discretion, continue to provide the services of the Administrative Agent solely with respect to administering, collecting LC Issuer and delivering any payments of principal, interest, fees, premium or other amounts in respect of the Loans and maintaining the books and records relating thereto (such Administrative Agent acting in such capacity, the “Paying Agent”)Swing Line Lender, (b) the term “Administrative Agent” when used in connection with any such functions retiring LC Issuer and Swing Line Lender shall be deemed to mean discharged from all of their respective duties and obligations in such retiring Administrative Agent in its capacity as capacities hereunder or under the Paying Agent other Loan Documents, and (c) after such acceptance, the successor LC Issuer shall use commercially reasonable efforts to issue letters of credit in substitution for the Facility LCs issued by the retiring Administrative Agent shallLC Issuer, in its capacity as if any, outstanding at the Paying Agent, continue to be vested with and enjoy all time of the rights and benefits of an Administrative Agent hereundersuch succession.

Resignation of Agent. Each Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers Issuer and the BorrowersBorrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the BorrowersBorrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then such the retiring Agent may on behalf of the Lenders and the L/C IssuersIssuer, appoint a successor Agent meeting the qualifications set forth above; provided that if such Agent shall notify the Borrowers Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and, subject to the last sentence of this Section 10.07, and (a1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuers Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (b2) all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section 10.07Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.07Section). The fees payable by the Borrowers Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article X and Section 11.04 10.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent. In addition, notwithstanding Any resignation by Bank of America as Agent pursuant to this Section shall also constitute its resignation as L/C Issuer and Swing Line Lender. Upon the effectiveness acceptance of a resignation by the Administrative successor’s appointment as Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent may, in its sole discretion, continue to provide the services of the Administrative Agent solely with respect to administering, collecting L/C Issuer and delivering any payments of principal, interest, fees, premium or other amounts in respect of the Loans and maintaining the books and records relating thereto (such Administrative Agent acting in such capacity, the “Paying Agent”)Swing Line Lender, (b) the term “Administrative Agent” when used in connection with any such functions retiring L/C Issuer and Swing Line Lender shall be deemed to mean such retiring Administrative Agent in its capacity as discharged from all of their respective duties and obligations hereunder or under the Paying Agent other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Administrative Agent shall, in its capacity as L/C Issuer to effectively assume the Paying Agent, continue to be vested with and enjoy all obligations of the rights and benefits retiring L/C Issuer with respect to such Letters of an Administrative Agent hereunderCredit.

Resignation of Agent. Each Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers Issuer and the BorrowersBorrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the BorrowersBorrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignationresignation (or such earlier day as shall be agreed by Required Lenders), then such the retiring Agent may on behalf of the Lenders and the L/C IssuersIssuer, appoint a successor Agent meeting the qualifications set forth above; provided that if such Agent shall notify the Borrowers Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and, subject to the last sentence of this Section 10.07, and (a1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuers Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (b2) except for any indemnity payments or other amounts then owed to the retiring Agent, all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section 10.07Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent (other than as provided in Section 3.01(g)) and other than any rights to indemnity payments or other amounts owed to the retiring Agent as of the effective date of Agent’s resignation, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.07Section). The fees payable by the Borrowers Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article X and Section 11.04 10.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent. In additionAny resignation by Bank of America as Agent pursuant to this Section shall also constitute its resignation as L/C Issuer. If Bank of America resigns as an L/C Issuer, notwithstanding it shall retain all the effectiveness rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto, including the right to require the Lenders to make Floating Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c). Upon the appointment by Borrower of a resignation by the Administrative Agent hereundersuccessor L/C Issuer (which successor shall in all cases be a Lender other than a Defaulting Lender), (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent may, in its sole discretion, continue to provide the services of the Administrative Agent solely with respect to administering, collecting and delivering any payments of principal, interest, fees, premium or other amounts in respect of the Loans and maintaining the books and records relating thereto (such Administrative Agent acting in such capacity, the “Paying Agent”)L/C Issuer, (b) the term “Administrative Agent” when used in connection with any such functions retiring L/C Issuer shall be deemed to mean such retiring Administrative Agent in its capacity as discharged from all of their respective duties and obligations hereunder or under the Paying Agent other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Administrative Agent shall, in its capacity as L/C Issuer to effectively assume the Paying Agent, continue to be vested with and enjoy all obligations of the rights and benefits retiring L/C Issuer with respect to such Letters of an Administrative Agent hereunderCredit.

Resignation of Agent. Each The Agent may at any time give written notice of its resignation to the Lenders, the L/C Issuers Lenders and the BorrowersBorrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the BorrowersBorrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then such the retiring Agent may on behalf of the Lenders and the L/C IssuersLenders, appoint a successor Agent meeting the qualifications set forth above; provided that if such the Agent shall notify the Borrowers Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and, subject to the last sentence of this Section 10.07, and (a1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security Collateral held by the Collateral Agent on behalf of the Lenders or the L/C Issuers under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (b2) all payments, communications and determinations provided to be made by, to or through such the Agent shall instead be made by or to each Lender and L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section 10.07Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.07Section). The fees payable by the Borrowers Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article X and Section 11.04 10.4 shall continue in effect for the benefit of such retiring Agent, its sub-agents sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent. In addition, notwithstanding the effectiveness of a resignation by the Administrative Agent hereunder, (a) the retiring Administrative Agent may, in its sole discretion, continue to provide the services of the Administrative Agent solely with respect to administering, collecting and delivering any payments of principal, interest, fees, premium or other amounts in respect of the Loans and maintaining the books and records relating thereto (such Administrative Agent acting in such capacity, the “Paying Agent”), (b) the term “Administrative Agent” when used in connection with any such functions shall be deemed to mean such retiring Administrative Agent in its capacity as the Paying Agent and (c) such retiring Administrative Agent shall, in its capacity as the Paying Agent, continue to be vested with and enjoy all of the rights and benefits of an Administrative Agent hereunder.

Resignation of Agent. Each The Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers and the BorrowersBorrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrowersconsent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall not be required during the existence of an Event of Default), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and consented to by the Borrower (such consent not to be unreasonably withheld or delayed) and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then such the retiring Agent may on behalf of the Lenders and the L/C Issuers, appoint a successor Agent meeting the qualifications set forth above; provided that if such the Agent shall notify the Borrowers Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and, subject to the last sentence of this Section 10.07, and (a1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuers under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (b2) all payments, communications and determinations provided to be made by, to or through such the Agent shall instead be made by or to each Lender and L/C each Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section 10.07Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.07Section). The fees payable by the Borrowers Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article X and Section 11.04 shall continue in effect for the benefit of such retiring Agent, its sub-sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent. In addition, notwithstanding Any resignation by Bank of America as Agent pursuant to this Section shall also constitute its resignation as an Issuer and Swing Line Lender. Upon the effectiveness acceptance of a resignation by the Administrative successor’s appointment as Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent may, in its sole discretion, continue to provide the services of the Administrative Agent solely with respect to administering, collecting Issuer and delivering any payments of principal, interest, fees, premium or other amounts in respect of the Loans and maintaining the books and records relating thereto (such Administrative Agent acting in such capacity, the “Paying Agent”)Swing Line Lender, (b) the term “Administrative Agent” when used in connection with any such functions retiring Issuer and Swing Line Lender shall be deemed to mean such retiring Administrative Agent in its capacity as discharged from all of their respective duties and obligations hereunder or under the Paying Agent other Loan Documents, and (c) the successor Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Administrative Agent shall, in its capacity as Issuer to effectively assume the Paying Agent, continue to be vested with and enjoy all obligations of the rights and benefits retiring Issuer with respect to such Letters of an Administrative Agent hereunderCredit.

Resignation of Agent. Each The Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers Issuer and the BorrowersBorrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the BorrowersBorrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then such the retiring Agent may on behalf of the Lenders and the L/C IssuersIssuer, appoint a successor Agent meeting the qualifications set forth above; provided that if such the Agent shall -------- notify the Borrowers Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and, subject to the last sentence of this Section 10.07, and (a1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuers under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (b2) all payments, communications and determinations provided to be made by, to or through such the Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section 10.07Section. Upon the acceptance of a successor’s 's appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.07Section). The fees payable by the Borrowers Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers Borrower and such successor. After the retiring Agent’s 's resignation hereunder and under the other Loan Documents, the provisions of this Article X and Section 11.04 10.04 shall continue ------------- in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent. In addition, notwithstanding the effectiveness of a resignation by the Administrative Agent hereunder, (a) the retiring Administrative Agent may, in its sole discretion, continue to provide the services of the Administrative Agent solely with respect to administering, collecting and delivering any payments of principal, interest, fees, premium or other amounts in respect of the Loans and maintaining the books and records relating thereto (such Administrative Agent acting in such capacity, the “Paying Agent”), (b) the term “Administrative Agent” when used in connection with any such functions shall be deemed to mean such retiring Administrative Agent in its capacity as the Paying Agent and (c) such retiring Administrative Agent shall, in its capacity as the Paying Agent, continue to be vested with and enjoy all of the rights and benefits of an Administrative Agent hereunder.

Resignation of Agent. Each (a) The Agent may resign at any time give by giving Sixty (60) days prior written notice of its resignation thereof to the Revolving Credit Lenders, the L/C Issuers and the Borrowers. Upon receipt of any such notice of resignation, the Required SuperMajority Lenders shall have the right, in consultation with the Borrowers, right to appoint a successorsuccessor to such Agent (and if no Event of Default has occurred, with the consent of the Borrower, not to be unreasonably withheld and, in any event, deemed given by the Borrower if no written objection is provided by the Borrower to the (resigning) Agent within Seven (7) Business Days notice of such proposed appointment). If a successor Agent shall not have been so appointed and accepted such appointment within Thirty (30) days after the giving of notice by the resigning Agent, then the resigning Agent may appoint a successor Agent, which shall be a bank with financial institution having a rating of not less than "A" or its equivalent if rated by Standard & Poor's Ratings Group. The consent of the Borrower otherwise required by this Section 14.10(a) shall not be required if an office in Event of Default has occurred and is continuing. (b) Upon the United States, or an Affiliate acceptance of any such bank with an office in the United States. If no appointment as Agent hereunder by a successor Agent, such successor shall have been so appointed by thereupon succeed to, and become vested with, all the Required Lenders rights, powers, privileges, and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then such retiring Agent may on behalf duties of the Lenders (resigning) Agent so replaced, and the L/C Issuers, appoint a successor Agent meeting the qualifications set forth above; provided that if such Agent shall notify the Borrowers and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and, subject to the last sentence of this Section 10.07, (aresigning) the retiring Agent shall be discharged from its the (resigning) Agent's duties and obligations hereunder and under the hereunder, other Loan Documents (except that in the case than on account of any collateral security held responsibility for any action taken or omitted to be taken by the Collateral (resigning) Agent on behalf of as to which a final judicial determination has been or is made (in a proceeding in which the Lenders or the L/C Issuers under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed(resigning) and (b) all payments, communications and determinations provided Person has had an opportunity to be made by, to heard) that such Person had acted in a grossly negligent manner or through such Agent shall instead be made by or to each Lender and L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section 10.07. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring bad faith. (or retiredc) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.07). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the any retiring Agent’s resignation hereunder and under the other Loan Documents's resignation, the provisions of this Article X Agreement and Section 11.04 of all other Loan Documents shall continue in effect for the retiring Person's benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring Agent it was acting as Agent. In addition, notwithstanding the effectiveness of a resignation by the Administrative Agent hereunder, (a) the retiring Administrative Agent may, in its sole discretion, continue to provide the services of the Administrative Agent solely with respect to administering, collecting and delivering any payments of principal, interest, fees, premium or other amounts in respect of the Loans and maintaining the books and records relating thereto (such Administrative Agent acting in such capacity, the “Paying Agent”), (b) the term “Administrative Agent” when used in connection with any such functions shall be deemed to mean such retiring Administrative Agent in its capacity as the Paying Agent and (c) such retiring Administrative Agent shall, in its capacity as the Paying Agent, continue to be vested with and enjoy all of the rights and benefits of an Administrative Agent hereunder.

Resignation of Agent. Each (a) The Agent may resign at any time give by giving 60 days prior written notice of its resignation thereof to the Revolving Credit Lenders, the L/C Issuers and the Borrowers. Upon receipt of any such notice of resignation, the Required SuperMajority Lenders shall have the right, in consultation with the Borrowers, right to appoint a successorsuccessor to such Agent (and if no Event of Default has occurred, which shall with the consent of the Borrower, not to be a bank with an office unreasonably withheld and, in any event, deemed given by the United States, or an Affiliate Borrower if no written objection is provided by the Borrower to the (resigning) Agent within seven (7) Business Days notice of any such bank with an office in the United Statesproposed appointment). If no such a successor Agent shall not have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives giving of notice of its resignationby the resigning Agent, then such retiring the resigning Agent may on behalf of the Lenders and the L/C Issuers, appoint a successor Agent, which shall be a financial institution having a combined capital and surplus in excess of $1,000,000,000.00. The consent of the Borrower otherwise required by this Section 14-10(a) shall not be required if an Event of Default has occurred. (b) Upon the acceptance of any appointment as Agent meeting hereunder by a successor Agent, such successor shall thereupon succeed to, and become vested with, all the qualifications set forth above; provided that if such rights, powers, privileges, and duties of the (resigning) Agent shall notify the Borrowers so replaced, and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and, subject to the last sentence of this Section 10.07, (aresigning) the retiring Agent shall be discharged from its the (resigning) Agent’s duties and obligations hereunder and under the hereunder, other Loan Documents (except that in the case than on account of any collateral security held responsibility for any action taken or omitted to be taken by the Collateral (resigning) Agent on behalf of as to which a final judicial determination has been or is made (in a proceeding in which the Lenders or the L/C Issuers under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed(resigning) and (b) all payments, communications and determinations provided Person has had an opportunity to be made by, to heard) that such Person had acted in a grossly negligent manner or through such Agent shall instead be made by or to each Lender and L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section 10.07. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring bad faith. (or retiredc) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.07). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the any retiring Agent’s resignation hereunder and under the other Loan Documentsresignation, the provisions of this Article X Agreement and Section 11.04 of all other Loan Documents shall continue in effect for the retiring Person’s benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring Agent it was acting as Agent. In addition, notwithstanding the effectiveness of a resignation by the Administrative Agent hereunder, (a) the retiring Administrative Agent may, in its sole discretion, continue to provide the services of the Administrative Agent solely with respect to administering, collecting and delivering any payments of principal, interest, fees, premium or other amounts in respect of the Loans and maintaining the books and records relating thereto (such Administrative Agent acting in such capacity, the “Paying Agent”), (b) the term “Administrative Agent” when used in connection with any such functions shall be deemed to mean such retiring Administrative Agent in its capacity as the Paying Agent and (c) such retiring Administrative Agent shall, in its capacity as the Paying Agent, continue to be vested with and enjoy all of the rights and benefits of an Administrative Agent hereunder.

Resignation of Agent. Each Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers Lenders and the BorrowersAdministrative Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the BorrowersAdministrative Borrower, to appoint a successor, which (i) shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United StatesStates and (ii) for the Administrative Agent, shall be a commercial bank or other financial institution having assets in excess of $1,000 million. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives notice of its resignation, then such the retiring Agent may on behalf of the Lenders and the L/C IssuersLenders, appoint a successor Agent meeting the qualifications set forth above; above provided that if such the Agent shall notify the Borrowers Administrative Borrower and the Lenders that no qualifying Person person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and, subject to the last sentence of this Section 10.07, and (a1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuers under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed) and (b2) all payments, communications and determinations provided to be made by, to or through such an Agent shall instead be made by or to each Lender and L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section 10.07paragraph. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.07paragraph). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article ARTICLE X and Section 11.04 11.03 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent. In addition, notwithstanding the effectiveness of a resignation by the Administrative Agent hereunder, (a) the retiring Administrative Agent may, in its sole discretion, continue to provide the services of the Administrative Agent solely with respect to administering, collecting and delivering any payments of principal, interest, fees, premium or other amounts in respect of the Loans and maintaining the books and records relating thereto (such Administrative Agent acting in such capacity, the “Paying Agent”), (b) the term “Administrative Agent” when used in connection with any such functions shall be deemed to mean such retiring Administrative Agent in its capacity as the Paying Agent and (c) such retiring Administrative Agent shall, in its capacity as the Paying Agent, continue to be vested with and enjoy all of the rights and benefits of an Administrative Agent hereunder.

Resignation of Agent. Each Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers and the Borrowers. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrowers, to appoint a successor, which shall be a bank with an office offices in the United StatesStates and Hong Kong, or an Affiliate of any such bank with an office offices in the United StatesStates and Hong Kong. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives notice of its resignation, then such the retiring Agent may on behalf of the Lenders and the L/C IssuersLenders, appoint a successor Agent meeting the qualifications set forth above; above provided that that, if such the Agent shall notify the Borrowers and the Lenders that no qualifying Person person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and, subject to the last sentence of this Section 10.07, and (a) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuers under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through such an Agent shall instead be made by or to each Lender and L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section 10.07paragraph. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.07paragraph). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article X VIII and Section 11.04 10.03 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent. In addition, notwithstanding the effectiveness of a resignation by the Administrative Agent hereunder, (a) the retiring Administrative Agent may, in its sole discretion, continue to provide the services of the Administrative Agent solely with respect to administering, collecting and delivering any payments of principal, interest, fees, premium or other amounts in respect of the Loans and maintaining the books and records relating thereto (such Administrative Agent acting in such capacity, the “Paying Agent”), (b) the term “Administrative Agent” when used in connection with any such functions shall be deemed to mean such retiring Administrative Agent in its capacity as the Paying Agent and (c) such retiring Administrative Agent shall, in its capacity as the Paying Agent, continue to be vested with and enjoy all of the rights and benefits of an Administrative Agent hereunder.

Resignation of Agent. Each (a) The Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers Issuing Bank and the BorrowersBorrower. Upon receipt of any such notice of resignation, the Required Majority Lenders shall have the right, in consultation with the BorrowersBorrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then such the retiring Agent may on behalf of the Lenders and the L/C IssuersIssuing Bank, appoint a successor Agent meeting the qualifications set forth above; provided that if such the Agent shall notify the Borrowers Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and, subject to the last sentence of this Section 10.07, and (ai) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuers Issuing Bank under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (bii) all payments, communications and determinations provided to be made by, to or through such the Agent shall instead be made by or to each Lender and L/C Issuer the Issuing Bank directly, until such time as the Required Lenders Majority ▇▇▇▇▇▇▇ appoint a successor Agent as provided for above in this Section 10.0710.06. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, Agent and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.0710.06). The fees payable by the Borrowers Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article X and Section Sections 11.04 and 11.05 shall continue in effect for the benefit of such retiring Agent, its sub-sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them (A) while the retiring Agent was acting as Agent and (B) after such resignation or removal for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including, without limitation, (1) acting as collateral agent or otherwise holding any collateral security on behalf of any of the holders of the Obligations and (2) in respect of any actions taken in connection with transferring the agency to any successor Agent. (b) Any resignation by Bank of America as Agent pursuant to this Section 10.06 shall also constitute its resignation as Issuing Bank and Swing Line Bank. In addition, notwithstanding Upon the effectiveness acceptance of a resignation by the Administrative successor’s appointment as Agent hereunder, (ai) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank and Swing Line Bank, (ii) the retiring Administrative Agent mayIssuing Bank and Swing Line Bank shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (iii) the successor Issuing Bank shall Issue letters of credit in its sole discretionsubstitution for the Letters of Credit, continue if any, outstanding at the time of such succession or make other arrangements satisfactory to provide the services retiring Issuing Bank to effectively assume the obligations of the Administrative Agent solely retiring Issuing Bank with respect to administering, collecting and delivering any payments such Letters of principal, interest, fees, premium or other amounts in respect of the Loans and maintaining the books and records relating thereto (such Administrative Agent acting in such capacity, the “Paying Agent”), (b) the term “Administrative Agent” when used in connection with any such functions shall be deemed to mean such retiring Administrative Agent in its capacity as the Paying Agent and (c) such retiring Administrative Agent shall, in its capacity as the Paying Agent, continue to be vested with and enjoy all of the rights and benefits of an Administrative Agent hereunderCredit.

Resignation of Agent. Each (a) The Agent may resign at any time give by giving 30 days prior written notice of its resignation thereof to the Revolving Credit Lenders, the L/C Issuers and the Borrowers. Upon receipt of any such notice of resignation, the Required SuperMajority Lenders shall have the right, in consultation with the Borrowers, right to appoint a successorsuccessor to the Agent (and if no Event of Default has occurred and is continuing, which shall with the consent of the Lead Borrower, not to be a bank with an office unreasonably withheld and, in any event, deemed given by the United States, or an Affiliate Lead Borrower if no written objection is provided by the Lead Borrower to the (resigning) Agent within ten (10) Business Days notice of any such bank with an office in the United Statesproposed appointment). If no such a successor Agent shall not have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives giving of notice of its resignationby the resigning Agent, then such retiring the resigning Agent may on behalf of the Lenders and the L/C Issuers, appoint a successor Agent, which shall be a financial institution having a combined capital and surplus in excess of $500,000,000. The consent of the Lead Borrower otherwise required by this Section 15.10(a) shall not be required if an Event of Default has occurred and is continuing. (b) Upon the acceptance of any appointment as Agent meeting hereunder by a successor Agent, such successor shall thereupon succeed to, and become vested with, all the qualifications set forth above; provided that if such rights, powers, privileges, and duties of the (resigning) Agent shall notify the Borrowers so replaced, and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and, subject to the last sentence of this Section 10.07, (aresigning) the retiring Agent shall be discharged from its the (resigning) Agent's duties and obligations hereunder and under the hereunder, other Loan Documents (except that in the case than on account of any collateral security held responsibility for any action taken or omitted to be taken by the Collateral (resigning) Agent on behalf of as to which a final judicial determination has been or is made (in a proceeding in which the Lenders or the L/C Issuers under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed(resigning) and (b) all payments, communications and determinations provided Person has had an opportunity to be made byheard) that such Person had acted in a grossly negligent manner or in bad faith, to or through such Agent shall instead be made by or to each Lender and L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section 10.07. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring willful misconduct. (or retiredc) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.07). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the any retiring Agent’s resignation hereunder and under the other Loan Documents's resignation, the provisions of this Article X Agreement and Section 11.04 of all other Loan Documents shall continue in effect for the retiring Person's benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring Agent it was acting as Agent. In addition, notwithstanding the effectiveness of a resignation by the Administrative Agent hereunder, (a) the retiring Administrative Agent may, in its sole discretion, continue to provide the services of the Administrative Agent solely with respect to administering, collecting and delivering any payments of principal, interest, fees, premium or other amounts in respect of the Loans and maintaining the books and records relating thereto (such Administrative Agent acting in such capacity, the “Paying Agent”), (b) the term “Administrative Agent” when used in connection with any such functions shall be deemed to mean such retiring Administrative Agent in its capacity as the Paying Agent and (c) such retiring Administrative Agent shall, in its capacity as the Paying Agent, continue to be vested with and enjoy all of the rights and benefits of an Administrative Agent hereunder.

Resignation of Agent. Each Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers Issuer and the BorrowersBorrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the BorrowersBorrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then such the retiring Agent may on behalf of the Lenders and the L/C IssuersIssuer, appoint a successor Agent meeting the qualifications set forth above; provided that if such Agent shall notify the Borrowers Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and, subject to the last sentence of this Section 10.07, and (a) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuers Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section 10.079.06. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.079.06). The fees payable by the Borrowers Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article X IX and Section 11.04 10.04 shall continue in effect for the benefit of such retiring Agent, its sub-sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent. In addition, notwithstanding Any resignation by Bank of America as Agent pursuant to this Section 9.06 shall also constitute its resignation as L/C Issuer. Upon the effectiveness acceptance of a resignation by the Administrative successor’s appointment as Agent hereunder, (ai) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, (ii) the retiring Administrative Agent mayL/C Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (iii) the successor L/C Issuer shall issue letters of credit in its sole discretionsubstitution for the Letters of Credit, continue if any, outstanding at the time of such succession or make other arrangements satisfactory to provide the services retiring L/C Issuer to effectively assume the obligations of the Administrative Agent solely retiring L/C Issuer with respect to administering, collecting and delivering any payments such Letters of principal, interest, fees, premium or other amounts in respect of the Loans and maintaining the books and records relating thereto (such Administrative Agent acting in such capacity, the “Paying Agent”), (b) the term “Administrative Agent” when used in connection with any such functions shall be deemed to mean such retiring Administrative Agent in its capacity as the Paying Agent and (c) such retiring Administrative Agent shall, in its capacity as the Paying Agent, continue to be vested with and enjoy all of the rights and benefits of an Administrative Agent hereunderCredit.

Resignation of Agent. Each The Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers Lenders and the BorrowersCompany. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the BorrowersCompany, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, and in each case such successor shall require the consent of the Company at all times other than during the existence of an Event of Default under Section 8.01(a) or (g) (such consent not to be unreasonably withheld or delayed). If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then such the retiring Agent may on behalf of the Lenders and the L/C IssuersLenders, appoint a successor Agent meeting the qualifications set forth above; provided that if such the Agent shall notify the Borrowers Company and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and, subject to the last sentence of this Section 10.07, and (a1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuers under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (b2) all payments, communications and determinations provided to be made by, to or through such the Agent shall instead be made by or to each Lender and L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent Agent, in consultation with the Company, as provided for above in this Section 10.07Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.07Section). The fees payable by the Borrowers Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers Company and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article X and Section 11.04 Sections 10.04 and 10.05 shall continue in effect for the benefit of such retiring Agent, its sub-agents sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent. In addition, notwithstanding the effectiveness of a resignation by the Administrative Agent hereunder, (a) the retiring Administrative Agent may, in its sole discretion, continue to provide the services of the Administrative Agent solely with respect to administering, collecting and delivering any payments of principal, interest, fees, premium or other amounts in respect of the Loans and maintaining the books and records relating thereto (such Administrative Agent acting in such capacity, the “Paying Agent”), (b) the term “Administrative Agent” when used in connection with any such functions shall be deemed to mean such retiring Administrative Agent in its capacity as the Paying Agent and (c) such retiring Administrative Agent shall, in its capacity as the Paying Agent, continue to be vested with and enjoy all of the rights and benefits of an Administrative Agent hereunder.

Resignation of Agent. Each Agent may at any time give resign as Agent on 30 days advance notice of its resignation to the Lenders, the L/C Issuers LC Issuer, and Borrower and will resign as Agent if U.S. Bank, in its capacity as a Lender, no longer has any Loans outstanding. If Agent resigns as Agent under this Agreement and the Borrowers. Upon receipt of any such notice of resignationother Loan Documents, then the Required Lenders will, within 30 days after notice of Agent’s resignation, appoint from among the Lenders a successor agent for the Lenders, which, unless an Event of Default has occurred and is continuing, successor agent must be approved by Borrower (which approval shall not be unreasonably withheld, delayed or conditioned), whereupon (i) such successor agent will succeed to the rights, powers and duties of Agent, (ii) the term “Agent” will mean such successor agent effective on such appointment and approval, and (iii) the former Agent’s rights, powers and duties as Agent will be terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement or any holders of the Obligations; however, if a successor agent has not so been appointed within that 30 day period, the retiring Agent will have the right, in consultation with the Borrowers, right to appoint a successorsuccessor agent, which shall be a commercial bank with an office in organized under the laws of the United States, States of America or an Affiliate of any such bank with an office in state thereof and having a combined capital and surplus of at least $500,000,000 who will serve as “Agent” until the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignationtime, then such retiring Agent may on behalf of the Lenders and the L/C Issuersif ever, appoint a successor Agent meeting the qualifications set forth above; provided that if such Agent shall notify the Borrowers and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and, subject to the last sentence of this Section 10.07, (a) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuers under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Lender and L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section 10.07. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.07). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor13.9. After the any retiring Agent’s resignation hereunder and under the other Loan Documentsas Agent, (a) the provisions of this Article X and Section 11.04 shall continue in effect for the 13 will inure to its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was Agent under this Agreement and the retiring Agent was acting as Agent. In addition, notwithstanding the effectiveness of a resignation by the Administrative Agent hereunder, (a) the retiring Administrative Agent may, in its sole discretion, continue to provide the services of the Administrative Agent solely with respect to administering, collecting other Loan Documents and delivering any payments of principal, interest, fees, premium or other amounts in respect of the Loans and maintaining the books and records relating thereto (such Administrative Agent acting in such capacity, the “Paying Agent”), (b) the term “Administrative retiring Agent will be relieved of all further duties and obligations as Agent” when used in connection with any such functions shall be deemed to mean such retiring Administrative Agent in its capacity as the Paying Agent and (c) such retiring Administrative Agent shall, in its capacity as the Paying Agent, continue to be vested with and enjoy all of the rights and benefits of an Administrative Agent hereunder.

Resignation of Agent. Each Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers Issuer and the BorrowersBorrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the BorrowersBorrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then such retiring Agent may on behalf of the Lenders and the L/C IssuersIssuer, appoint a successor Agent meeting the qualifications set forth above; provided that if such Agent shall notify the Borrowers Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and, subject to the last sentence of this Section 10.07, (a) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuers Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section 10.07Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.07Section). The fees payable by the Borrowers Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article X and Section 11.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent. In addition, notwithstanding the effectiveness of a resignation by the Administrative Agent hereunder, (a) the retiring Administrative Agent may, in its sole discretion, continue to provide the services of the Administrative Agent solely with respect to administering, collecting and delivering any payments of principal, interest, fees, premium or other amounts in respect of the Loans and maintaining the books and records relating thereto (such Administrative Agent acting in such capacity, the “Paying Agent”), (b) the term “Administrative Agent” when used in connection with any such functions shall be deemed to mean such retiring Administrative Agent in its capacity as the Paying Agent and (c) such retiring Administrative Agent shall, in its capacity as the Paying Agent, continue to be vested with and enjoy all of the rights and benefits of an Administrative Agent hereunder.

Resignation of Agent. Each The Agent may at any time give written notice of its resignation to the Lenders, the L/C Issuers Issuer and the BorrowersLead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the BorrowersLead Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then such the retiring Agent may on behalf of the Lenders and the L/C IssuersIssuer, appoint a successor Agent meeting the qualifications set forth above; provided that if such the Agent shall notify the Borrowers Lead Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and, subject to the last sentence of this Section 10.07, and (a1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security Collateral held by the Collateral Agent on behalf of the Lenders or the L/C Issuers Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (b2) all payments, communications and determinations provided to be made by, to or through such the Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section 10.07Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.07Section). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers Lead Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article X and Section 11.04 10.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent. In addition, notwithstanding the effectiveness of a resignation by the Administrative Agent hereunder, (a) the retiring Administrative Agent may, in its sole discretion, continue to provide the services of the Administrative Agent solely with respect to administering, collecting and delivering any payments of principal, interest, fees, premium or other amounts in respect of the Loans and maintaining the books and records relating thereto (such Administrative Agent acting in such capacity, the “Paying Agent”), (b) the term “Administrative Agent” when used in connection with any such functions shall be deemed to mean such retiring Administrative Agent in its capacity as the Paying Agent and (c) such retiring Administrative Agent shall, in its capacity as the Paying Agent, continue to be vested with and enjoy all of the rights and benefits of an Administrative Agent hereunder.

Resignation of Agent. Each The Agent may at any time give written notice of its resignation to the Lenders, the L/C Issuers Lenders and the BorrowersBorrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrowerswritten consent of the Borrower (which consent shall not be unreasonably withheld, delayed or conditioned), so long as no Event of Default exists, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then such the retiring Agent may on behalf of the Lenders and the L/C IssuersIssuer, appoint a successor Agent meeting the qualifications set forth above; provided that if such the Agent shall notify the Borrowers Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and, subject to the last sentence of this Section 10.07, and (a1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security Collateral held by the Collateral Agent on behalf of the Lenders or the L/C Issuers Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (b2) all payments, communications and determinations provided to be made by, to or through such the Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section 10.07Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.07Section). The fees payable by the Borrowers Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article X and Section 11.04 10.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as AgentAgent hereunder. In addition, notwithstanding Any resignation by ▇▇▇▇▇ Fargo as Agent pursuant to this Section shall also constitute its resignation as Swing Line Lender and the effectiveness resignation of ▇▇▇▇▇ Fargo as L/C Issuer. Upon the acceptance of a resignation by the Administrative successor’s appointment as Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent may, in its sole discretion, continue to provide the services of the Administrative Agent solely with respect to administering, collecting L/C Issuer and delivering any payments of principal, interest, fees, premium or other amounts in respect of the Loans and maintaining the books and records relating thereto (such Administrative Agent acting in such capacity, the “Paying Agent”)Swing Line Lender, (b) the term “Administrative Agent” when used in connection with any such functions retiring L/C Issuer and Swing Line Lender shall be deemed to mean such retiring Administrative Agent in its capacity as discharged from all of their respective duties and obligations hereunder or under the Paying Agent other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements reasonably satisfactory to the retiring Administrative Agent shall, in its capacity as L/C Issuer to effectively assume the Paying Agent, continue to be vested with and enjoy all obligations of the rights and benefits retiring L/C Issuer with respect to such Letters of an Administrative Agent hereunderCredit.

Resignation of Agent. Each Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers Issuing Bank and the BorrowersAdministrative Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the BorrowersAdministrative Borrower, to appoint a successor, which (i) for an Agent other than the Canadian Funding Agent, shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, (ii) in the case of the Canadian Funding Agent, shall be a bank that is a Canadian Resident, and (iii) for the Funding Agent, shall be a commercial bank or other financial institution having assets in excess of $1,000 million. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives notice of its resignation, then such the retiring Agent may on behalf of the Lenders and the L/C IssuersIssuing Bank, appoint a successor Agent meeting the qualifications set forth above; above provided that if such the Agent shall notify the Borrowers Administrative Borrower and the Lenders that no qualifying Person person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and, subject to the last sentence of this Section 10.07, and (a1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuers Issuing Bank under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed) and (b2) all payments, communications and determinations provided to be made by, to or through such an Agent shall instead be made by or to each Lender and L/C Issuer the Issuing Bank directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section 10.07paragraph. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan 205 Documents (if not already discharged therefrom as provided above in this Section 10.07paragraph). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article ARTICLE X and Section 11.04 11.03 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent. In addition, notwithstanding the effectiveness of a resignation by the Administrative Agent hereunder, (a) the retiring Administrative Agent may, in its sole discretion, continue to provide the services of the Administrative Agent solely with respect to administering, collecting and delivering any payments of principal, interest, fees, premium or other amounts in respect of the Loans and maintaining the books and records relating thereto (such Administrative Agent acting in such capacity, the “Paying Agent”), (b) the term “Administrative Agent” when used in connection with any such functions shall be deemed to mean such retiring Administrative Agent in its capacity as the Paying Agent and (c) such retiring Administrative Agent shall, in its capacity as the Paying Agent, continue to be vested with and enjoy all of the rights and benefits of an Administrative Agent hereunder.

Resignation of Agent. Each (a) The Agent may resign at any time give by giving Sixty (60) days prior written notice of its resignation thereof to the Revolving Credit Lenders, the L/C Issuers Term Loan Lenders, the Issuer, and the BorrowersBorrower. Upon receipt of any such notice of resignation, the Required SuperMajority Lenders shall have the right, in consultation with the Borrowers, right to appoint a successorsuccessor to such Agent (and if no Event of Default has occurred, with the consent of the Borrower, not to be unreasonably withheld and, in any event, deemed given by the Borrower if no written objection is provided by the Borrower to the (resigning) Agent within Seven (7) Business Days notice of such proposed appointment), which shall be a Revolving Credit Lender, Term Loan Lender or a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such a successor Agent shall not have been so appointed by the Required Lenders and shall have accepted such appointment within 30 Thirty (30) days after the retiring Agent gives giving of notice of its resignationby the resigning Agent, then such retiring the resigning Agent may on behalf of the Lenders and the L/C Issuers, appoint a successor Agent meeting the qualifications set forth above; Agent, which shall be a Revolving Credit Lender, Term Loan Lender or a financial institution having a rating of not less than “A” or its equivalent if rated by Standard & Poor’s Ratings Group, provided that if such the Agent shall notify the Borrowers Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and, subject to the last sentence of this Section 10.07, and (a1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Revolving Credit Lenders, the Term Loan Lenders or the L/C Issuers Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (b2) all payments, communications and determinations provided to be made by, to or through such the Agent shall instead be made by or to each Revolving Credit Lender, Term Loan Lender and L/C the Issuer directly, until such time as the Required SuperMajority Lenders appoint a successor Agent as provided for above in this Section 10.0714.10(a). The consent of the Borrower otherwise required by this Section 14.10(a) shall not be required if an Event of Default has occurred and is continuing. (b) Upon the acceptance of a successor’s any appointment as Agent hereunderhereunder by a successor Agent, such successor shall thereupon succeed to to, and become vested with with, all of the rights, powers, privileges privileges, and duties of the retiring (or retiredresigning) AgentAgent so replaced, and the retiring (resigning) Agent shall be discharged from all of its the (resigning) Agent’s duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.0714.10). , other than on account of any responsibility for any action taken or omitted to be taken by the (resigning) Agent as to which a final judicial determination has been or is made (in a proceeding in which the (resigning) Person has had an opportunity to be heard) that such Person had acted in a grossly negligent manner or in bad faith. (c) The fees payable by the Borrowers Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers Borrower and such successor. . (d) After the any retiring Agent’s resignation hereunder and under the other Loan Documentsresignation, the provisions of this Article X 14 and Section 11.04 19.8 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent. (e) Any resignation by Bank of America as Agent pursuant to this Section 14.10 shall also constitute its resignation as Issuer and SwingLine Lender. In addition, notwithstanding Upon the effectiveness acceptance of a resignation by the Administrative successor’s appointment as Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent may, in its sole discretion, continue to provide the services of the Administrative Agent solely with respect to administering, collecting Issuer and delivering any payments of principal, interest, fees, premium or other amounts in respect of the Loans and maintaining the books and records relating thereto (such Administrative Agent acting in such capacity, the “Paying Agent”)SwingLine Lender, (b) the term “Administrative Agent” when used in connection with any such functions retiring Issuer and SwingLine Lender shall be deemed to mean such retiring Administrative Agent in its capacity as discharged from all of their respective duties and obligations hereunder or under the Paying Agent other Loan Documents, and (c) the successor Issuer shall issue letters of credit in substitution for the L/Cs, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Administrative Agent shall, in its capacity as Issuer to effectively assume the Paying Agent, continue to be vested with and enjoy all obligations of the rights and benefits of an Administrative Agent hereunderretiring Issuer with respect to such L/Cs.

Resignation of Agent. Each (a) The Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers and the BorrowersCompany. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the BorrowersCompany, to appoint a successor, which shall be a bank with an office in the United StatesStates of America, or an Affiliate of any such bank with an office in the United StatesStates of America. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives notice of its resignationresignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then such the retiring Agent may (but shall not be obligated to), on behalf of the Lenders and the L/C Issuers, appoint a successor Agent meeting the qualifications set forth above; provided that if such Agent shall notify the Borrowers and the Lenders that no qualifying Person . Whether or not a successor has accepted such appointmentbeen appointed, then such resignation shall nonetheless become effective in accordance with such notice and, subject to on the last sentence of this Section 10.07Resignation Effective Date. (b) With effect from the Resignation Effective Date, (ai) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuers under any of the Loan Documents, and (ii) except for any indemnity payments owed to the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (b) or removed Agent, all payments, communications and determinations provided to be made by, to or through such the Agent shall instead be made by or to each Lender and L/C Issuer directly, until such time time, if any, as the Required Lenders appoint a successor Agent as provided for above above. If on the Resignation Effective Date no successor has been appointed and accepted such appointment, the Agent’s rights in this Section 10.07the Collateral Documents shall be assigned without representation, recourse or warranty to the Lenders and Issuer as their interests may appear. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent (other than any rights to indemnity payments or retired) other amounts owed to the retiring Agent), and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.07)Documents. The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers Company and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article X Section 10 and Section 11.04 11.5 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent. In addition, notwithstanding the effectiveness of a resignation by the Administrative Agent hereunder, (a) the retiring Administrative Agent may, in its sole discretion, continue to provide the services of the Administrative Agent solely with respect to administering, collecting and delivering any payments of principal, interest, fees, premium or other amounts in respect of the Loans and maintaining the books and records relating thereto (such Administrative Agent acting in such capacity, the “Paying Agent”), (b) the term “Administrative Agent” when used in connection with any such functions shall be deemed to mean such retiring Administrative Agent in its capacity as the Paying Agent and (c) such retiring Administrative Agent shall, in its capacity as the Paying Agent, continue to be vested with and enjoy all of the rights and benefits of an Administrative Agent hereunder.

Resignation of Agent. Each The Agent may at any time give written notice of its resignation to the Lenders, the L/C Issuers Lenders and the BorrowersLead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the BorrowersLead Borrower, to appoint a successor, which shall be a bank financial institution with an office in the United States, or an Affiliate of any such bank financial institution with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then such the retiring Agent may on behalf of the Lenders and the L/C IssuersLenders, appoint a successor Agent meeting the qualifications set forth above; provided that if such the Agent shall notify the Borrowers Lead Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and, subject to the last sentence of this Section 10.07, and (a1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security Collateral held by the Collateral Agent on behalf of the Lenders or the L/C Issuers under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (b2) all payments, communications and determinations provided to be made by, to or through such the Agent shall instead be made by or to each Lender and L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section 10.07Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.07Section). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers Lead Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article X and Section 11.04 10.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent. In addition, notwithstanding the effectiveness of a resignation by the Administrative Agent hereunder, (a) the retiring Administrative Agent may, in its sole discretion, continue to provide the services of the Administrative Agent solely with respect to administering, collecting and delivering any payments of principal, interest, fees, premium or other amounts in respect of the Loans and maintaining the books and records relating thereto (such Administrative Agent acting in such capacity, the “Paying Agent”), (b) the term “Administrative Agent” when used in connection with any such functions shall be deemed to mean such retiring Administrative Agent in its capacity as the Paying Agent and (c) such retiring Administrative Agent shall, in its capacity as the Paying Agent, continue to be vested with and enjoy all of the rights and benefits of an Administrative Agent hereunder.

Resignation of Agent. Each The Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers Issuer and the BorrowersBorrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrowersconsent of the Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then such the retiring Agent may on behalf of the Lenders and the L/C IssuersIssuer, and with the consent of the Borrower, appoint a successor Agent meeting the qualifications set forth above; provided that if such the Agent shall notify the Borrowers Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and, subject to the last sentence of this Section 10.07, and (a1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuers under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (b2) all payments, communications and determinations provided to be made by, to or through such the Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section 10.07Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.07Section). The fees payable by the Borrowers Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article X and Section 11.04 11.5 shall continue in effect for the benefit of such retiring Agent, its sub-sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent. In addition, notwithstanding Any resignation by Bank of America as Agent pursuant to this Section shall also constitute its resignation as L/C Issuer and Swing Line Lender. Upon the effectiveness acceptance of a resignation by the Administrative successor’s appointment as Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent may, in its sole discretion, continue to provide the services of the Administrative Agent solely with respect to administering, collecting L/C Issuer and delivering any payments of principal, interest, fees, premium or other amounts in respect of the Loans and maintaining the books and records relating thereto (such Administrative Agent acting in such capacity, the “Paying Agent”)Swing Line Lender, (b) the term “Administrative Agent” when used in connection with any such functions retiring L/C Issuer and Swing Line Lender shall be deemed to mean such retiring Administrative Agent in its capacity as discharged from all of their respective duties and obligations hereunder or under the Paying Agent other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements reasonably satisfactory to the retiring Administrative Agent shall, in its capacity as L/C Issuer to effectively assume the Paying Agent, continue to be vested with and enjoy all obligations of the rights and benefits retiring L/C Issuer with respect to such Letters of an Administrative Agent hereunderCredit.

Resignation of Agent. Each The Administrative Agent or the Collateral Agent may at any time give notice of its resignation to the Revolving Credit Lenders, the L/C Issuers and the Borrowers. Upon receipt of any such notice of resignation, the Required Revolving Lenders shall have the right, in consultation with the Borrowersconsent of the Borrower Representative (such consent not to be unreasonably withheld or delayed, and not to be required upon the occurrence and during the continuance of an Event of Default), to appoint a successor, which shall be a bank with an office in the United StatesStates and Canada, or an Affiliate of any such bank with an office in the United StatesStates and Canada. If no such successor shall have been so appointed by the Required Revolving Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then such the retiring Agent may on behalf of the Revolving Credit Lenders and the L/C Issuers, appoint appoint, with the prior consent of the Borrower Representative (such consent not to be unreasonably withheld or delayed, and not to be required upon the occurrence and during the continuance of an Event of Default), a successor Administrative Agent or successor Collateral Agent, as applicable meeting the qualifications set forth aboveabove which successor shall be a Lender unless no Lender is willing to accept such appointment; provided that if such the Agent shall notify the Borrowers Borrower Representative, the Revolving Credit Lenders and the Lenders L/C Issuers that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and, subject to the last sentence of this Section 10.07, and (ai) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral such Agent on behalf of the Revolving Credit Lenders or the L/C Issuers under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Administrative Agent or successor Collateral Agent Agent, as applicable is appointed) and (bii) all payments, communications and determinations provided to be made by, to or through such the retiring Agent shall instead be made by or to each Revolving Credit Lender and each L/C Issuer directly, until such time as the Required Revolving Lenders appoint a successor Administrative Agent or successor Collateral Agent, as applicable as provided for above in this Section 10.07Section. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as applicable, hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent or Collateral Agent, as applicable, and the such retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.07Section). The fees payable by the Borrowers to a successor Administrative Agent or successor Collateral Agent, as applicable, shall be the same as those payable to its predecessor unless otherwise agreed in writing between the Borrowers Borrower Representative and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article X and Section 11.04 10.04 shall continue in effect in accordance with its terms for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Administrative Agent or Collateral Agent, as applicable. In additionIf so requested by the Required Revolving Lenders, notwithstanding the effectiveness Required Revolving Lenders or the Administrative Agent, as the case may be, shall appoint, with the consent of the Borrower Representative (such consent not to be unreasonably withheld or delayed, and not to be required upon the occurrence and during the continuance of an Event of Default), separate successor agents to administer the Canadian Revolving Credit Facility and the U.S. Revolving Credit Facility, in which case, all provisions applicable to the Administrative Agent shall be equally applicable to such successor agents. Any resignation by ▇▇▇▇▇ Fargo Bank as Administrative Agent pursuant to this Section shall also constitute its resignation as an L/C Issuer. Upon the acceptance of a resignation by the successor’s appointment as Administrative Agent hereunder, (a) the retiring Administrative Agent may, in its sole discretion, continue to provide the services of the Administrative Agent solely with respect to administering, collecting and delivering any payments of principal, interest, fees, premium or other amounts in respect of the Loans and maintaining the books and records relating thereto (such Administrative Agent acting in such capacity, the “Paying Agent”), (b) the term “Administrative Agent” when used in connection with any such functions shall be deemed to mean such retiring Administrative Agent in its capacity as the Paying Agent and (ci) such retiring Administrative Agent shall, in its capacity as the Paying Agent, continue successor shall succeed to be and become vested with and enjoy all of the rights rights, powers, privileges and benefits duties of an Administrative Agent hereunder▇▇▇▇▇ Fargo Bank as a retiring L/C Issuer, (ii) ▇▇▇▇▇ Fargo Bank, as a retiring L/C Issuer, shall be discharged from all of its duties and obligations in such capacities hereunder or under the other Loan Documents and (iii) a successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, issued by ▇▇▇▇▇ Fargo Bank outstanding at the time of such succession or make other arrangements satisfactory to ▇▇▇▇▇ Fargo Bank as a retiring L/C Issuer to effectively assume the obligations of ▇▇▇▇▇ Fargo Bank as issuer of such Letters of Credit.

Resignation of Agent. Each (a) The Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers and the BorrowersCompany. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the BorrowersCompany, to appoint a successor, which shall be a bank with an office in the United StatesStates of America, or an Affiliate of any such bank with an office in the United StatesStates of America. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives notice of its resignationresignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then such the retiring Agent may (but shall not be obligated to), on behalf of the Lenders and the L/C Issuers, appoint a successor Agent meeting the qualifications set forth above; provided that if such Agent shall notify the Borrowers and the Lenders that no qualifying Person . Whether or not a successor has accepted such appointmentbeen appointed, then such resignation shall nonetheless become effective in accordance with such notice and, subject to on the last sentence of this Section 10.07Resignation Effective Date. (b) With effect from the Resignation Effective Date, (ai) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuers under any of the Loan Documents, and (ii) except for any indemnity payments owed to the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (b) or removed Agent, all payments, communications and determinations provided to be made by, to or through such the Agent shall instead be made by or to each Lender and L/C Issuer directly, until such time time, if any, as the Required Lenders appoint a successor Agent as provided for above above. If on the Resignation Effective Date no successor has been appointed and accepted such appointment, the Agent’s rights in this Section 10.07the Collateral Documents shall be assigned without representation, recourse or warranty to the Lenders and Issuer as their interests may appear. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent (other than any rights to indemnity payments or retired) other amounts owed to the retiring Agent), and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.07)Documents. The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers Company and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article X Section 10 and Section 11.04 11.5 shall continue in effect for the benefit of such retiring Agent, its sub-agents sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent. In addition, notwithstanding the effectiveness of a resignation by the Administrative Agent hereunder, (a) the retiring Administrative Agent may, in its sole discretion, continue to provide the services of the Administrative Agent solely with respect to administering, collecting and delivering any payments of principal, interest, fees, premium or other amounts in respect of the Loans and maintaining the books and records relating thereto (such Administrative Agent acting in such capacity, the “Paying Agent”), (b) the term “Administrative Agent” when used in connection with any such functions shall be deemed to mean such retiring Administrative Agent in its capacity as the Paying Agent and (c) such retiring Administrative Agent shall, in its capacity as the Paying Agent, continue to be vested with and enjoy all of the rights and benefits of an Administrative Agent hereunder.

Resignation of Agent. Each DBS Investors Agent, Inc. (or any other Agent hereunder), may resign as the Agent at any time give by giving ten (10) days' prior written notice of its resignation thereof to the Lenders, the L/C Issuers Lenders and the BorrowersBorrower. Any such resignation shall take effect at the end of such ten (10) day period or upon the earlier appointment of a successor Agent by the Required Lenders as provided below. Upon receipt any resignation of DBS Investors Agent, Inc. (or any other Agent hereunder), and subject to the Borrower's approval (which approval shall not be unreasonably withheld or delayed and shall not be required with respect to any such appointment made during the existence of any such notice Event of resignation, Default) the Required Lenders shall have the right, in consultation with the Borrowers, to appoint a successorsuccessor agent from among the Lenders or, which shall be a bank with an office in the United States, if such appointment is deemed inadvisable or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed impractical by the Required Lenders Lenders, another financial institution with a combined capital and surplus or net tangible assets of at least $50,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall have accepted such appointment within 30 days after thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent gives notice of its resignation, then such retiring Agent may on behalf Agent. After the effective date of the Lenders and the L/C Issuersresignation of an Agent hereunder, appoint a successor Agent meeting the qualifications set forth above; provided that if such Agent shall notify the Borrowers and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and, subject to the last sentence of this Section 10.07, (a) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuers under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Lender and L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section 10.07. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.07). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, that the provisions of this Article X and Section 11.04 shall continue in effect for the its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring Agent it was acting as the Agent. In additionthe event that there shall not be a duly appointed and acting Agent, notwithstanding the effectiveness of a resignation Borrower agrees to make each payment due to the Agent hereunder and under the Notes, and the other Loan Documents if any, directly to each Lender entitled thereto, pursuant to written instructions provided by the Administrative resigning Agent or, after such resignation, the Lenders, and to provide copies of each certificate or other document required to be furnished to the Agent hereunder, (a) the retiring Administrative Agent mayif any, in its sole discretion, continue directly to provide the services of the Administrative Agent solely with respect to administering, collecting and delivering any payments of principal, interest, fees, premium or other amounts in respect of the Loans and maintaining the books and records relating thereto (such Administrative Agent acting in such capacity, the “Paying Agent”), (b) the term “Administrative Agent” when used in connection with any such functions shall be deemed to mean such retiring Administrative Agent in its capacity as the Paying Agent and (c) such retiring Administrative Agent shall, in its capacity as the Paying Agent, continue to be vested with and enjoy all of the rights and benefits of an Administrative Agent hereundereach Lender.

Resignation of Agent. Each Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers Issuer and the BorrowersBorrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with with, at all times other than during the Borrowersexistence of an Event of Default, the consent of Borrower (which consent of Borrower shall not be unreasonably withheld or delayed), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then such the retiring Agent may on behalf of the Lenders and the L/C IssuersIssuer, appoint a successor Agent meeting the qualifications set forth above; provided that if such Agent shall notify the Borrowers Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and, subject to the last sentence of this Section 10.07, and (a) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuers Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section 10.07Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.07Section). The fees payable by the Borrowers Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article X and Section 11.04 10.4 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent. In addition, notwithstanding Any resignation by Bank of America as Agent pursuant to this Section shall also constitute its resignation as L/C Issuer and Swing Line Lender. Upon the effectiveness acceptance of a resignation by the Administrative successor’s appointment as Agent hereunder, (ai) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and Swing Line Lender, (ii) the retiring Administrative Agent mayL/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (iii) the successor L/C Issuer shall issue letters of credit in its sole discretionsubstitution for the Letters of Credit, continue if any, outstanding at the time of such succession or make other arrangements satisfactory to provide the services retiring L/C Issuer to effectively assume the obligations of the Administrative Agent solely retiring L/C Issuer with respect to administering, collecting and delivering any payments such Letters of principal, interest, fees, premium or other amounts in respect of the Loans and maintaining the books and records relating thereto (such Administrative Agent acting in such capacity, the “Paying Agent”), (b) the term “Administrative Agent” when used in connection with any such functions shall be deemed to mean such retiring Administrative Agent in its capacity as the Paying Agent and (c) such retiring Administrative Agent shall, in its capacity as the Paying Agent, continue to be vested with and enjoy all of the rights and benefits of an Administrative Agent hereunderCredit.

Resignation of Agent. Each The Agent may at any time give written notice of its resignation to the Lenders, the L/C Issuers Issuer and the BorrowersLead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the BorrowersLead Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then such the retiring Agent may on behalf of the Lenders and the L/C IssuersIssuer, appoint a successor Agent meeting the qualifications set forth above; provided that if such the Agent shall notify the Borrowers Lead Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and, subject to the last sentence of this Section 10.07, and (a1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security Collateral held by the Collateral Agent on behalf of the Lenders or the L/C Issuers Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (b2) all payments, communications and determinations provided to be made by, to or through such the Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Required Lenders ▇▇▇▇▇▇▇ appoint a successor Agent as provided for above in this Section 10.07Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.07Section). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers Lead Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article X and Section 11.04 10.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent. In addition, notwithstanding the effectiveness of a resignation by the Administrative Agent hereunder, (a) the retiring Administrative Agent may, in its sole discretion, continue to provide the services of the Administrative Agent solely with respect to administering, collecting and delivering any payments of principal, interest, fees, premium or other amounts in respect of the Loans and maintaining the books and records relating thereto (such Administrative Agent acting in such capacity, the “Paying Agent”), (b) the term “Administrative Agent” when used in connection with any such functions shall be deemed to mean such retiring Administrative Agent in its capacity as the Paying Agent and (c) such retiring Administrative Agent shall, in its capacity as the Paying Agent, continue to be vested with and enjoy all of the rights and benefits of an Administrative Agent hereunder.

Resignation of Agent. Each The Agent may at any time give written notice of its resignation to the Lenders, the L/C Issuers Lenders and the BorrowersBorrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrowersconsent of the Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United StatesStates provided that such Affiliate is a “U.S. person” and a “financial institution” within the meaning of Treasury Regulations section 1.1441-1. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then such the retiring Agent may on behalf of the Lenders and the L/C IssuersIssuer and with the consent of the Borrower, appoint a successor Agent meeting the qualifications set forth above; provided that that, if such the Agent shall notify the Borrowers Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and, subject to the last sentence of this Section 10.07, and (a1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security Collateral held by the Collateral Agent on behalf of the Lenders or the L/C Issuers Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (b2) all payments, communications and determinations provided to be made by, to or through such the Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section 10.07Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.07Section). The fees payable by the Borrowers Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article X and Section 11.04 10.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as AgentAgent hereunder. In addition, notwithstanding Any resignation by ▇▇▇▇▇ Fargo as Agent pursuant to this Section shall also constitute its resignation as Swing Line Lender and the effectiveness resignation of ▇▇▇▇▇ Fargo as L/C Issuer. Upon the acceptance of a resignation by the Administrative successor’s appointment as Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent may, in its sole discretion, continue to provide the services of the Administrative Agent solely with respect to administering, collecting L/C Issuer and delivering any payments of principal, interest, fees, premium or other amounts in respect of the Loans and maintaining the books and records relating thereto (such Administrative Agent acting in such capacity, the “Paying Agent”)Swing Line Lender, (b) the term “Administrative Agent” when used in connection with any such functions retiring L/C Issuer and Swing Line Lender shall be deemed to mean such retiring Administrative Agent in its capacity as discharged from all of their respective duties and obligations hereunder or under the Paying Agent other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Administrative Agent shall, in its capacity as L/C Issuer to effectively assume the Paying Agent, continue to be vested with and enjoy all obligations of the rights and benefits retiring L/C Issuer with respect to such Letters of an Administrative Agent hereunderCredit.

Resignation of Agent. Each (a) The Agent may resign at any time give by delivering notice of its such resignation to the Lenders, the L/C Issuers Lenders and the Borrowers, effective on the date set forth in such notice or, if no such date is set forth therein, upon the date such notice shall be effective in accordance with the terms of this Section 8.9. Upon receipt of If the Agent delivers any such notice of resignationnotice, the Required Lenders shall have the right, in consultation with the Borrowers, right to appoint a successorsuccessor Agent, which successor agent shall (i) be a Lender or a bank with an office in the United StatesStates and with a combined capital and surplus of at least $1,000,000,000 (or as otherwise agreed by the Borrowers), or an Affiliate thereof (but in any event shall not be a Disqualified Lender), and (ii) so long as no Event of any Default has occurred and is continuing under Section 7.1(a), 7.1(f) or 7.1(g), be subject to prior written approval by the Borrowers (which approval shall not be unreasonably withheld or delayed). If, within 30 days after the retiring the Agent’s having given notice of resignation, no successor Agent has been appointed by the Required Lenders that has accepted such appointment, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which successor agent shall (x) be a Lender or a bank with an office in the United States. If no such successor shall have been so appointed States with a combined capital and surplus of at least $1,000,000,000 (or as otherwise agreed by the Required Lenders Borrowers), or an Affiliate thereof (but in any event shall not be a Disqualified Lender), and (y) so long as no Event of Default has occurred and is continuing under Section 7.1(a) or Section 7.1(f) or 7.1(g), be subject to prior written approval by the Borrowers (which approval shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then such retiring Agent may on behalf of the Lenders and the L/C Issuers, appoint a successor Agent meeting the qualifications set forth abovenot be unreasonably withheld or delayed); provided that if such the Agent shall notify the Borrowers and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective effective; provided further that nothing herein shall limit or be deemed or construed to limit the Agent’s right to resign as the Agent hereunder set forth in Section 9.22 pursuant to and in accordance with the terms and conditions of such section. (b) Effective immediately upon its resignation in accordance with clause (a) above (which, notwithstanding anything to the contrary contained in such clause, shall not occur until the earlier of (x) the date on which a successor agent is appointed pursuant to the provisions of such clause or (y) the date that is 30 days after the Agent delivers a notice of resignation as set forth in such clause (unless the Agent revokes such notice and, subject prior to the last sentence of this Section 10.07such time)), (ai) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuers under any of the Loan Documents, (ii) the retiring Collateral Lenders shall assume and perform all of the duties of the Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Lender and L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent shall have accepted a valid appointment hereunder, (iii) the retiring Agent and its Related Persons shall no longer have the benefit of any provision of any Loan Document other than with respect to any actions taken or omitted to be taken while such retiring Agent was, or because such Agent had been, validly acting as provided for above in this the Agent under the Loan Documents and (iv) subject to its rights under Section 10.078.3, the retiring Agent shall take such action as may be reasonably necessary to assign to the successor Agent its rights as the Agent under the Loan Documents. Upon the Effective immediately upon its acceptance of a successor’s valid appointment as the Agent, a successor Agent hereunder, such successor shall succeed to to, and become vested with with, all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.07). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article X and Section 11.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent. In addition, notwithstanding the effectiveness of a resignation by the Administrative Agent hereunder, (a) the retiring Administrative Agent may, in its sole discretion, continue to provide the services of the Administrative Agent solely with respect to administering, collecting and delivering any payments of principal, interest, fees, premium or other amounts in respect of the Loans and maintaining the books and records relating thereto (such Administrative Agent acting in such capacity, the “Paying Agent”), (b) the term “Administrative Agent” when used in connection with any such functions shall be deemed to mean such retiring Administrative Agent in its capacity as the Paying Agent and (c) such retiring Administrative Agent shall, in its capacity as the Paying Agent, continue to be vested with and enjoy all of the rights and benefits of an Administrative Agent hereunder.

Resignation of Agent. Each The Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers Banks and the BorrowersCompany. Upon receipt of any such notice of resignation, the Required Lenders Majority Banks shall have the right, in consultation with the Borrowersconsent of the Company at all times other than during the existence of an Event of Default (which consent shall not be unreasonably withheld or delayed), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders Majority Banks, shall have been consented to by the Company (to the extent required) and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then such the retiring Agent may on behalf of the Lenders and the L/C IssuersBanks, appoint a successor Agent meeting the qualifications set forth above; provided that if such the Agent shall notify the Borrowers Company and the Lenders Banks that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and, subject to the last sentence of this Section 10.07, and (a1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuers under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (b2) all payments, communications and determinations provided to be made by, to or through such the Agent shall instead be made by or to each Lender and L/C Issuer Bank directly, until such time as the Required Lenders Majority Banks appoint and, to the extent required, the Company consents to, a successor Agent as provided for above in this Section 10.07Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.07Section). The fees payable by the Borrowers Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers Company and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article X and Section 11.04 10.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent. In addition, notwithstanding the effectiveness of a resignation by the Administrative Agent hereunder, (a) the retiring Administrative Agent may, in its sole discretion, continue to provide the services of the Administrative Agent solely with respect to administering, collecting and delivering any payments of principal, interest, fees, premium or other amounts in respect of the Loans and maintaining the books and records relating thereto (such Administrative Agent acting in such capacity, the “Paying Agent”), (b) the term “Administrative Agent” when used in connection with any such functions shall be deemed to mean such retiring Administrative Agent in its capacity as the Paying Agent and (c) such retiring Administrative Agent shall, in its capacity as the Paying Agent, continue to be vested with and enjoy all of the rights and benefits of an Administrative Agent hereunder.

Resignation of Agent. Each Agent may If at any time give notice the Agent deems it advisable, in its sole discretion, it may submit to each of the Banks a written notification of its resignation to the Lendersas Agent under this Agreement, the L/C Issuers and the Borrowers. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrowers, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then such retiring Agent may on behalf of the Lenders and the L/C Issuers, appoint a successor Agent meeting the qualifications set forth above; provided that if such Agent shall notify the Borrowers and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become to be effective in accordance with such notice and, subject on the earlier to the last sentence occur of this Section 10.07, (a) the retiring forty-fifth (45th) day after the date of such notice or (b) the date upon which a successor Agent accepts its appointment as successor Agent. If the Agent resigns hereunder, the Company shall have the right to appoint, with the prior written approval of the Banks, which approval shall not be unreasonably withheld, a successor Agent hereunder, provided, however that upon the occurrence and during the continuance of an Event of Default, the Banks shall have the right to appoint such successor Agent hereunder. The successor Agent shall be discharged from its duties and obligations hereunder and a commercial bank or other financial institution organized under the other Loan Documents (except that in laws of the case United States of America or of any collateral security held by the Collateral Agent on behalf State thereof and having a combined capital and surplus of the Lenders or the L/C Issuers under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Lender and L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section 10.07at least $100,000,000. Upon the acceptance of a successor’s any appointment as Agent hereunderhereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) AgentAgent hereunder, and the retiring Agent shall be discharged from all of its any further duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.07)Agreement. The fees payable by Company and the Borrowers Banks agree to a successor Agent execute such documents as shall be the same as those payable necessary to its predecessor unless otherwise agreed between the Borrowers and effect such successorappointment. After the retiring Agent’s 's resignation hereunder and under the other Loan Documentsor removal hereunder, the provisions of this Article X and Section 11.04 paragraph 10 shall continue in effect for the inure to its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring Agent was under this Agreement. If at any time hereunder there shall not be a duly appointed and acting as Agent. In addition, notwithstanding the effectiveness of a resignation by the Administrative Agent hereunder, (a) the retiring Administrative Agent may, in its sole discretion, continue to provide the services of the Administrative Agent solely with respect to administering, collecting and delivering any payments of principal, interest, fees, premium or other amounts in respect of the Loans and maintaining the books and records relating thereto (such Administrative Agent acting in such capacity, the “Paying Agent”), (b) Company agrees to make each payment due hereunder and under the term “Administrative Agent” when used in connection with any such functions shall be deemed Notes directly to mean such retiring Administrative Agent in its capacity as the Paying Agent and (c) such retiring Administrative Agent shall, in its capacity as the Paying Agent, continue to be vested with and enjoy all of the rights and benefits of an Administrative Agent hereunderBanks entitled thereto.

Resignation of Agent. Each The Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers and the BorrowersBorrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with approval from the BorrowersBorrower (so long as no Event of Default has occurred and is continuing), to appoint a successor, which shall such approval not to be a bank with an office in the United States, unreasonably withheld or an Affiliate of any such bank with an office in the United Statesdelayed. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 ninety (90) days after the retiring Agent gives notice of its resignation, then such the retiring Agent may on behalf of the Lenders and the L/C IssuersLenders, appoint a reputable bank or financial institution as a successor Agent meeting the qualifications set forth aboveAgent; provided that if such the Agent shall notify the Borrowers Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and, subject to the last sentence of this Section 10.07, and (ai) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of itself and the Lenders or the L/C Issuers under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (bii) all payments, communications and determinations provided to be made by, to or through such the Agent shall instead be made by or to each Lender and L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section 10.079.6. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.07Section). The fees payable by the Borrowers Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article X Section 9, Section 2.10.8 [Indemnity], Section 4.7 [Taxes], Section 4.7.3 [Indemnification by the Borrower], and Section 11.04 10.3 [Reimbursement and Indemnification of Lenders by the Borrower; Taxes] shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent. In additionIf PNC Bank resigns as Agent under this Section 9.6, notwithstanding PNC Bank shall also resign as the effectiveness issuer of Letters of Credit and the Swing Loan Lender. Upon the appointment of a resignation by the Administrative successor Agent hereunder, such successor shall (ai) succeed to all of the rights, powers, privileges and duties of PNC Bank as the retiring Administrative and Agent mayand PNC Bank shall be discharged from all of its respective duties and obligations as the issuer of Letters of Credit and the Swing Loan Lender and Agent under the Loan Documents, and (ii) issue letters of credit in its sole discretionsubstitution for the Letters of Credit issued by PNC Bank, continue as the Agent, if any, outstanding at the time of such succession or make other arrangement satisfactory to provide PNC Bank to effectively assume the services obligations of the Administrative Agent solely PNC Bank with respect to administering, collecting and delivering any payments such Letters of principal, interest, fees, premium or other amounts in respect of the Loans and maintaining the books and records relating thereto (such Administrative Agent acting in such capacity, the “Paying Agent”), (b) the term “Administrative Agent” when used in connection with any such functions shall be deemed to mean such retiring Administrative Agent in its capacity as the Paying Agent and (c) such retiring Administrative Agent shall, in its capacity as the Paying Agent, continue to be vested with and enjoy all of the rights and benefits of an Administrative Agent hereunderCredit.

Resignation of Agent. (a) Each Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers Is-suing Lender and the BorrowersBorrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the BorrowersBorrower’s consent, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives notice of its resignation, then such the retiring Agent may may, on behalf of the Lenders and the L/C IssuersIssuing Lender, appoint a successor Agent meeting the qualifications set forth above; above provided that if such the Agent shall notify the Borrowers Borrower and the Lenders that no qualifying Person person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and, subject to the last sentence of this Section 10.07, and (a1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Administrative Agent on behalf of the Lenders or the L/C Issuers Issuing Lender under any of the Loan Documents, the retiring Collateral Administrative Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Administrative Agent is appointed) and (b2) all payments, communications and determinations provided to be made by, to or through such an Agent shall instead be made by or to each Lender and L/C Issuer the Issuing Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section 10.07paragraph. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.07paragraph). The fees payable by the Borrowers Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article X and Section 11.04 9 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent. In addition. (b) The Issuing Lender or the Swingline Lender may at any time give notice of its resignation to the Lenders, notwithstanding the effectiveness of a resignation by the Administrative Agent hereunderand Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right with the Borrower’s consent to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (a30) days after the retiring Issuing Lender and/or the Swingline Lender gives notice of its resignation, then the Borrower may, on behalf of the Lenders and the Administrative Agent, appoint a successor Issuing Lender and/or the Swingline Lender meeting the qualifications set forth above; provided that if the Issuing Lender and/or the Swingline Lender shall notify Borrower and the Lenders that no qualifying person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent mayIssuing Lender and/or the Swingline Lender shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) all payments, in its sole discretioncommunications and determinations provided to be made by, continue to provide or through an Issuing Lender and/or the services of Swingline Lender shall instead be made by or to each Lender and the Administrative Agent solely directly, until such time as the Required Lenders appoint a successor Issuing Lender and/or the Swingline Lender as provided for above in this paragraph (except as to already outstanding Letters of Credit and Swingline Loans, as to which the Issuing Lender and the Swingline Lender shall continue in such capacities until the Revolving L/C Exposure relating thereto shall be reduced to zero and such Swingline Loans shall have been repaid, as applicable, or until the successor Administrative Agent shall succeed to the roles of Issuing Lender and Swingline Lender in accordance with the next sentence and perform the actions required by the next sentence). Upon the acceptance of a successor’s appointment as Issuing Lender and/or Swingline Lender hereunder, unless the Administrative Agent and/or such successor gives notice to Borrower otherwise, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender and (ii) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to administering, collecting and delivering such Letters of Credit. At the time any payments of principal, interest, fees, premium or other amounts in respect such resignation of the Loans and maintaining Issuing Lender shall become effective, Borrower shall pay all unpaid fees accrued for the books and records relating thereto (such Administrative Agent acting in such capacity, the “Paying Agent”), (b) the term “Administrative Agent” when used in connection with any such functions shall be deemed to mean such retiring Administrative Agent in its capacity as the Paying Agent and (c) such retiring Administrative Agent shall, in its capacity as the Paying Agent, continue to be vested with and enjoy all account of the rights and benefits of an Administrative Agent hereunderretiring Issuing Lender.

Resignation of Agent. Each (a) The Agent may resign at any time give by giving 60 days prior written notice of its resignation thereof to the Revolving Credit Lenders, the L/C Issuers and the Borrowers. Upon receipt of any such notice of resignation, the Required SuperMajority Lenders shall have the rightright to appoint a successor to such Agent (and if no Event of Default has occurred, in consultation with the consent of the Borrowers, not to appoint a successorbe unreasonably withheld and, which shall be a bank with an office in any event, deemed given by the United States, or an Affiliate Borrowers if no written objection is provided by the Borrowers to the (resigning) Agent within seven (7) Business Days after receiving notice of any such bank with an office in the United Statesproposed appointment). If no such a successor Agent shall not have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives giving of notice of its resignationby the resigning Agent, then such retiring the resigning Agent may on behalf of the Lenders and the L/C Issuers, appoint a successor Agent meeting Agent, which shall be a financial institution having a rating of not less than "A" or its equivalent if rated by Standard & Poor's Ratings Group (and if no Event of Default has occurred, with the qualifications set forth above; provided that if such Agent shall notify consent of the Borrowers, not to be unreasonably withheld and, in any event, deemed given by the Borrowers if no written objection is provided by the Borrowers to the (resigning) Agent within seven (7) Business Days after receiving notice of such proposed appointment). The consent of the Borrowers otherwise required by this Section 14.10(a) shall not be required if an Event of Default has occurred. (b) Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor shall thereupon succeed to, and become vested with, all the rights, powers, privileges, and duties of the (resigning) Agent so replaced, and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and, subject to the last sentence of this Section 10.07, (aresigning) the retiring Agent shall be discharged from its the (resigning) Agent's duties and obligations hereunder and under the hereunder, other Loan Documents (except that in the case than on account of any collateral security held responsibility for any action taken or omitted to be taken by the Collateral (resigning) Agent on behalf of as to which a final judicial determination has been or is made (in a proceeding in which the Lenders or the L/C Issuers under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed(resigning) and (b) all payments, communications and determinations provided Person has had an opportunity to be made by, to heard) that such Person had acted in a grossly negligent manner or through such Agent shall instead be made by or to each Lender and L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section 10.07. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring bad faith. (or retiredc) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.07). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the any retiring Agent’s resignation hereunder and under the other Loan Documents's resignation, the provisions of this Article X Agreement and Section 11.04 of all other Loan Documents shall continue in effect for the retiring Person's benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring Agent it was acting as Agent. In addition, notwithstanding the effectiveness of a resignation by the Administrative Agent hereunder, (a) the retiring Administrative Agent may, in its sole discretion, continue to provide the services of the Administrative Agent solely with respect to administering, collecting and delivering any payments of principal, interest, fees, premium or other amounts in respect of the Loans and maintaining the books and records relating thereto (such Administrative Agent acting in such capacity, the “Paying Agent”), (b) the term “Administrative Agent” when used in connection with any such functions shall be deemed to mean such retiring Administrative Agent in its capacity as the Paying Agent and (c) such retiring Administrative Agent shall, in its capacity as the Paying Agent, continue to be vested with and enjoy all of the rights and benefits of an Administrative Agent hereunder.

Resignation of Agent. Each The Agent may at any time give written notice of its resignation to the Lenders, the L/C Issuers Issuer and the BorrowersLead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the BorrowersLead Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then such the retiring Agent may on behalf of the Lenders and the L/C IssuersIssuer, appoint a successor Agent meeting the qualifications set forth above; provided that if such the Agent shall notify the Borrowers Lead Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and, subject to the last sentence of this Section 10.07, and (a1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security Collateral held by the Collateral Agent on behalf of the Lenders or the L/C Issuers Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (b2) all payments, communications and determinations provided to be made by, to or through such the Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section 10.07Section. Upon the acceptance of a successor’s appointment as Agent hereunderhereunder with notice of such acceptance provided to the Lead Borrower, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.07Section). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed to in writing between the Borrowers Lead Borrower and such successorsuccessor Agent. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article X and Section 11.04 10.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent. In addition, notwithstanding the effectiveness of a resignation by the Administrative Agent hereunder, (a) the retiring Administrative Agent may, in its sole discretion, continue to provide the services of the Administrative Agent solely with respect to administering, collecting and delivering any payments of principal, interest, fees, premium or other amounts in respect of the Loans and maintaining the books and records relating thereto (such Administrative Agent acting in such capacity, the “Paying Agent”), (b) the term “Administrative Agent” when used in connection with any such functions shall be deemed to mean such retiring Administrative Agent in its capacity as the Paying Agent and (c) such retiring Administrative Agent shall, in its capacity as the Paying Agent, continue to be vested with and enjoy all of the rights and benefits of an Administrative Agent hereunder.

Resignation of Agent. Each The Agent may at any time give written notice of its resignation to the Lenders, the L/C Issuers Lenders and the BorrowersBorrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the BorrowersBorrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then such the retiring Agent may on behalf of the Lenders and the L/C IssuersIssuer, appoint a successor Agent meeting the qualifications set forth above; provided that if such the Agent shall notify the Borrowers Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and, subject to the last sentence of this Section 10.07, and (a1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security Collateral held by the Collateral Agent on behalf of the Lenders or the L/C Issuers Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (b2) all payments, communications and determinations provided to be made by, to or through such the Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section 10.07Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.07Section). The fees payable by the Borrowers Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article X and Section 11.04 10.04 shall continue in effect for the benefit of such retiring Agent, its sub-sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as AgentAgent hereunder. In addition, notwithstanding Any resignation by ▇▇▇▇▇ Fargo as Agent pursuant to this Section shall also constitute its resignation as Swing Line Lender and the effectiveness resignation of ▇▇▇▇▇ Fargo as L/C Issuer. Upon the acceptance of a resignation by the Administrative successor’s appointment as Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent may, in its sole discretion, continue to provide the services of the Administrative Agent solely with respect to administering, collecting L/C Issuer and delivering any payments of principal, interest, fees, premium or other amounts in respect of the Loans and maintaining the books and records relating thereto (such Administrative Agent acting in such capacity, the “Paying Agent”)Swing Line Lender, (b) the term “Administrative Agent” when used in connection with any such functions retiring L/C Issuer and Swing Line Lender shall be deemed to mean such retiring Administrative Agent in its capacity as discharged from all of their respective duties and obligations hereunder or under the Paying Agent other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Administrative Agent shall, in its capacity as L/C Issuer to effectively assume the Paying Agent, continue to be vested with and enjoy all obligations of the rights and benefits retiring L/C Issuer with respect to such Letters of an Administrative Agent hereunderCredit.

Resignation of Agent. Each Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers Lenders and the Borrowers. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrowers, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then such the retiring Agent may on behalf of the Lenders and the L/C IssuersLenders, appoint a successor Agent meeting the qualifications set forth above; above provided that if such the Agent shall notify the Borrowers and the Lenders that no qualifying Person person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and, subject to the last sentence of this Section 10.07, and (a1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuers under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed) and (b2) all payments, communications and determinations provided to be made by, to or through such an Agent shall instead be made by or to each Lender and L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section 10.07paragraph. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.07paragraph). The fees payable by the Borrowers any Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers such Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article X IX and Section 11.04 10.03 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent. In addition, notwithstanding the effectiveness of a resignation by the Administrative Agent hereunder, (a) the retiring Administrative Agent may, in its sole discretion, continue to provide the services of the Administrative Agent solely with respect to administering, collecting and delivering any payments of principal, interest, fees, premium or other amounts in respect of the Loans and maintaining the books and records relating thereto (such Administrative Agent acting in such capacity, the “Paying Agent”), (b) the term “Administrative Agent” when used in connection with any such functions shall be deemed to mean such retiring Administrative Agent in its capacity as the Paying Agent and (c) such retiring Administrative Agent shall, in its capacity as the Paying Agent, continue to be vested with and enjoy all of the rights and benefits of an Administrative Agent hereunder.

Resignation of Agent. Each The Agent may at any time give written notice of its resignation to the Lenders, the L/C Issuers Lenders and the BorrowersBorrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the BorrowersBorrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then such the retiring Agent may on behalf of the Lenders and the L/C IssuersLenders, appoint a successor Agent meeting the qualifications set forth above; provided that if such the Agent shall notify the Borrowers Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and, subject to the last sentence of this Section 10.07, and (a1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security Collateral held by the Collateral Agent on behalf of the Lenders or the L/C Issuers under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (b2) all payments, communications and determinations provided to be made by, to or through such the Agent shall instead be made by or to each Lender and L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section 10.07Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.07Section). The fees payable by the Borrowers Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article X and Section 11.04 10.04 shall continue in effect for the benefit of such retiring Agent, its sub-sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent. In addition, notwithstanding the effectiveness of a resignation by the Administrative Agent hereunder, (a) the retiring Administrative Agent may, in its sole discretion, continue to provide the services of the Administrative Agent solely with respect to administering, collecting and delivering any payments of principal, interest, fees, premium or other amounts in respect of the Loans and maintaining the books and records relating thereto (such Administrative Agent acting in such capacity, the “Paying Agent”), (b) the term “Administrative Agent” when used in connection with any such functions shall be deemed to mean such retiring Administrative Agent in its capacity as the Paying Agent and (c) such retiring Administrative Agent shall, in its capacity as the Paying Agent, continue to be vested with and enjoy all of the rights and benefits of an Administrative Agent hereunder.

Resignation of Agent. Each The Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers Credit Parties and the BorrowersBorrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrowersprior written approval of the Borrower (which approval shall not be unreasonably withheld or delayed, and shall not be required if a Default or Event of Default shall have occurred and be continuing), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate State of any such bank with an office in the United StatesMaryland. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives notice of its resignation, then such the retiring Agent may on behalf of the Lenders and the L/C IssuersIssuing Lender, appoint a successor Agent meeting the qualifications set forth above; above provided that if such the Agent shall notify the Borrowers Borrower and the Lenders and Issuing Lender that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and, subject to the last sentence of this Section 10.07, and (a) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Credit Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuers Issuing Lender under any of the Loan Credit Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through such the Agent shall instead be made by or to each Lender and L/C Issuer the Issuing Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section 10.07paragraph. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.07)paragraph. The fees payable by the Borrowers Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Credit Documents, the provisions of this Article X and Section 11.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent. In addition, notwithstanding the effectiveness of a resignation by the Administrative Agent hereunder, (a) the retiring Administrative Agent may, in its sole discretion, continue to provide the services of the Administrative Agent solely with respect to administering, collecting and delivering any payments of principal, interest, fees, premium or other amounts in respect of the Loans and maintaining the books and records relating thereto (such Administrative Agent acting in such capacity, the “Paying Agent”), (b) the term “Administrative Agent” when used in connection with any such functions shall be deemed to mean such retiring Administrative Agent in its capacity as the Paying Agent and (c) such retiring Administrative Agent shall, in its capacity as the Paying Agent, continue to be vested with and enjoy all of the rights and benefits of an Administrative Agent hereunder.

Resignation of Agent. Each (a) An Agent may resign at any time give by giving 60 days’ prior written notice of its resignation thereof to the Lenders, Revolving Credit Lenders and to the L/C Issuers and the Borrowersother Agent. Upon receipt of any such notice of resignation, the Required Majority Revolving Credit Lenders shall have the right, in consultation with the Borrowers, right to appoint a successorsuccessor to such Agent (and if no Event of Default has occurred, which shall with the consent of the Borrowers’ Representative, not to be a bank with an office unreasonably withheld and, in any event, deemed given by the United States, or an Affiliate Borrowers’ Representative if no written objection is provided by the Borrowers’ Representative to the (resigning) Agent within seven (7) Business Days notice of any such bank with an office in the United Statesproposed appointment). If no such a successor Agent shall not have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives giving of notice of its resignationby the resigning Agent, then such retiring the resigning Agent may on behalf of the Lenders and the L/C Issuers, appoint a successor Agent, which shall be a financial institution having a combined capital and surplus in excess of $500,000,000.00. The consent of the Borrowers’ Representative otherwise required by this Section 14.10(a) shall not be required if an Event of Default has occurred. (b) Upon the acceptance of any appointment as an Agent meeting hereunder by a successor Agent, such successor shall thereupon succeed to, and become vested with, all the qualifications set forth above; provided that if such rights, powers, privileges, and duties of the (resigning) Agent shall notify the Borrowers so replaced, and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and, subject to the last sentence of this Section 10.07, (aresigning) the retiring Agent shall be discharged from its the (resigning) Agent’s duties and obligations hereunder and under the hereunder, other Loan Documents (except that in the case than on account of any collateral security held responsibility for any action taken or omitted to be taken by the Collateral (resigning) Agent on behalf of as to which a final judicial determination has been or is made (in a proceeding in which the Lenders or the L/C Issuers under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed(resigning) and (b) all payments, communications and determinations provided Person has had an opportunity to be made by, to heard) that such Person had acted in a grossly negligent manner or through such Agent shall instead be made by or to each Lender and L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section 10.07. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring bad faith. (or retiredc) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.07). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the any retiring Agent’s resignation hereunder and under the other Loan Documentsresignation, the provisions of this Article X Agreement and Section 11.04 of all other Loan Documents shall continue in effect for the retiring Person’s benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring Agent it was acting as an Agent. In addition, notwithstanding the effectiveness of a resignation by the Administrative Agent hereunder, (a) the retiring Administrative Agent may, in its sole discretion, continue to provide the services of the Administrative Agent solely with respect to administering, collecting and delivering any payments of principal, interest, fees, premium or other amounts in respect of the Loans and maintaining the books and records relating thereto (such Administrative Agent acting in such capacity, the “Paying Agent”), (b) the term “Administrative Agent” when used in connection with any such functions shall be deemed to mean such retiring Administrative Agent in its capacity as the Paying Agent and (c) such retiring Administrative Agent shall, in its capacity as the Paying Agent, continue to be vested with and enjoy all of the rights and benefits of an Administrative Agent hereunder.

Resignation of Agent. Each The Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers Credit Parties and the BorrowersBorrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the BorrowersBorrower, to appoint a successor, which shall be a bank with an office in the United Statesstate of New York, or an Affiliate of any such bank with an office in the United StatesState of New York. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives notice of its resignation, then such the retiring Agent may on behalf of the Lenders and the L/C IssuersIssuing Lender, appoint a successor Agent meeting the qualifications set forth above; above provided that if such the Agent shall notify the Borrowers Borrower and the Lenders and Issuing Lender that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and, subject to the last sentence of this Section 10.07, and (a1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuers Issuing Lender under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (b2) all payments, communications and determinations provided to be made by, to or through such the Agent shall instead be by made by or to each Lender and L/C Issuer the Issuing Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section 10.07paragraph. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.07paragraph). The fees payable by the Borrowers Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article X and Section 11.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties related parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent. In addition, notwithstanding the effectiveness of a resignation by the Administrative Agent hereunder, (a) the retiring Administrative Agent may, in its sole discretion, continue to provide the services of the Administrative Agent solely with respect to administering, collecting and delivering any payments of principal, interest, fees, premium or other amounts in respect of the Loans and maintaining the books and records relating thereto (such Administrative Agent acting in such capacity, the “Paying Agent”), (b) the term “Administrative Agent” when used in connection with any such functions shall be deemed to mean such retiring Administrative Agent in its capacity as the Paying Agent and (c) such retiring Administrative Agent shall, in its capacity as the Paying Agent, continue to be vested with and enjoy all of the rights and benefits of an Administrative Agent hereunder.

Resignation of Agent. Each (i) The Administrative Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers Issuer and the Borrowers. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with consent of the Borrowers unless an Event of Default has occurred and is continuing (such consent in consultation with the Borrowersany event not to be unreasonably withheld or delayed), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then such the retiring Administrative Agent may on behalf of the Lenders and the L/C IssuersIssuer, appoint a successor Administrative Agent meeting the qualifications set forth above; provided that if such the Administrative Agent shall notify the Borrowers and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and, subject to the last sentence of this Section 10.07, and (a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this 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 the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Section 11.04 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent and (ii) the Collateral Agent may at any time give notice of its resignation to the Lenders, the L/C Issuer and the Borrowers. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with consent of the Borrowers unless an Event of Default has occurred and is continuing (such consent in any event not to be unreasonably withheld or delayed), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Collateral Agent gives notice of its resignation, then the retiring Collateral Agent may on behalf of the Lenders and the L/C Issuer, appoint a successor Collateral Agent meeting the qualifications set forth above; provided that if the Collateral Agent shall notify the Borrowers and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Collateral Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuers Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through such the Collateral Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Required Lenders appoint a successor Collateral Agent as provided for above in this Section 10.07Section. Upon the acceptance of a successor’s appointment as Collateral Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Collateral Agent, and the retiring Collateral Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.07Section). The fees payable by the Borrowers to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring Collateral Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article X IX and Section 11.04 shall continue in effect for the benefit of such retiring Collateral Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Collateral Agent was acting as Collateral Agent. In additionAny resignation by Deutsche Bank as Administrative Agent or Collateral Agent pursuant to this Section shall also constitute its resignation as Collateral Agent, notwithstanding Administrative Agent, L/C Issuer and Swing Line Lender. Upon the effectiveness acceptance of a resignation by the successor’s appointment as Administrative Agent hereunder, (ai) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and Swing Line Lender, (ii) the retiring Administrative Agent mayL/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (iii) the successor L/C Issuer shall issue letters of credit in its sole discretionsubstitution for the Letters of Credit, continue if any, outstanding at the time of such succession or make other arrangements satisfactory to provide the services retiring L/C Issuer to effectively assume the obligations of the Administrative Agent solely retiring L/C Issuer with respect to administering, collecting and delivering any payments such Letters of principal, interest, fees, premium or other amounts in respect of the Loans and maintaining the books and records relating thereto (such Administrative Agent acting in such capacity, the “Paying Agent”), (b) the term “Administrative Agent” when used in connection with any such functions shall be deemed to mean such retiring Administrative Agent in its capacity as the Paying Agent and (c) such retiring Administrative Agent shall, in its capacity as the Paying Agent, continue to be vested with and enjoy all of the rights and benefits of an Administrative Agent hereunderCredit.

Resignation of Agent. Each (a) The Agent may at any time and, if the Person acting as the Agent is a Defaulting Lender and the Company so requests, the Agent shall promptly, give notice of its resignation to the Lenders, the L/C Issuers Issuing Banks and the BorrowersCompany. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrowersconsent of the Company so long as no Event of Default has occurred and is continuing, to appoint a successor, which shall be a bank with an office in the United StatesNew York, New York, or an Affiliate of any such bank with an office in the United StatesNew York, New York. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, resignation then such the Company may (if the resignation is at the request of the Company) or the retiring Agent may (but shall not be obligated to), on behalf of the Lenders and the L/C IssuersIssuing Banks, with the consent of the Company so long as no Event of Default has occurred and is continuing, appoint a successor Agent meeting the qualifications set forth above; provided that . Whether or not a successor has been appointed, such resignation shall become effective no earlier than three Business Days after the date in such notice (the “Resignation Effective Date”). (b) If the Person serving as Agent is a Defaulting Lender pursuant to clause (b) of the definition thereof, each of the Company and the Required Lenders may, to the extent permitted by applicable law, by notice in writing to such Person and, if such notice is given by the Required Lenders, to the Company, remove such Person as Agent and, the Required Lenders may, with the consent of the Company so long as no Event of Default has occurred and is continuing, appoint a successor. If no such successor shall notify have been so appointed by the Borrowers Required Lenders and the Lenders that no qualifying Person has shall have accepted such appointmentappointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such resignation removal shall nonetheless become effective in accordance with such notice and, subject to on the last sentence of this Section 10.07, Removal Effective Date. (ac) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents Notes and (2) except that in the case of for any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuers under any of the Loan Documents, indemnity payments owed to the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (b) or removed Agent, all payments, communications and determinations provided to be made by, to or through such the Agent shall instead be made by or to each Lender and L/C Issuer Issuing Bank directly, until such time time, if any, as the Required Lenders or the Company appoint a successor Agent as provided for above in this Section 10.07above. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than any rights to indemnity payments owed to the retiring or retired) removed Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.07)Notes. The fees payable by the Borrowers Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers Company and such successor. After the retiring or removed Agent’s resignation or removal hereunder and under the other Loan DocumentsNotes, the provisions of this Article X and Section 11.04 9.04 shall continue in effect for the benefit of such retiring or removed Agent, its sub-sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Agent was acting as Agent. (d) Any resignation pursuant to this Section by a Person acting as Agent shall, unless such Person shall notify the Company and the Lenders otherwise, also act to relieve such Person and its Affiliates of any obligation to issue new, or extend existing, Letters of Credit where such issuance or extension is to occur on or after the date that is 60 days after such Person gave notice of such resignation. In addition, notwithstanding Upon the effectiveness acceptance of a resignation by the Administrative successor’s appointment as Agent hereunder, (ai) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent may, in its sole discretion, continue to provide the services of the Administrative Agent solely with respect to administering, collecting and delivering any payments of principal, interest, fees, premium or other amounts in respect of the Loans and maintaining the books and records relating thereto (such Administrative Agent acting in such capacity, the “Paying Agent”), (b) the term “Administrative Agent” when used in connection with any such functions shall be deemed to mean such retiring Administrative Agent in its capacity (if any) as Issuing Bank, (ii) the Paying retiring Agent and (c) such retiring Administrative Agent shall, in its capacity (if any) as the Paying Agent, continue to Issuing Bank shall be vested with and enjoy discharged from all of its respective duties and obligations hereunder or under the rights Notes in such capacity and benefits (iii) the successor Issuing Bank shall issue letters of an Administrative credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit; except, in each case, as may otherwise be agreed by the Company and such successor Agent hereunderif the retiring Agent is a Defaulting Lender.

Resignation of Agent. Each The Agent may at any time give written notice of its resignation to the Lenders, the L/C Issuers Lenders and the BorrowersBorrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the BorrowersBorrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then such the retiring Agent may on behalf of the Lenders and the L/C IssuersIssuer, appoint a successor Agent meeting the qualifications set forth above; provided that if such the Agent shall notify the Borrowers Lead Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and, subject to the last sentence of this Section 10.07, and (a1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security Collateral held by the Collateral Agent on behalf of the Lenders or the L/C Issuers Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (b2) all payments, communications and determinations provided to be made by, to or through such the Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section 10.07Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.07Section). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers Lead Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article X and Section 11.04 10.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents subagents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as AgentAgent hereunder. In addition, notwithstanding Any resignation by ▇▇▇▇▇ Fargo as Agent pursuant to this Section shall also constitute its resignation as Swing Line Lender and the effectiveness resignation of ▇▇▇▇▇ Fargo as L/C Issuer. Upon the acceptance of a resignation by the Administrative successor’s appointment as Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent may, in its sole discretion, continue to provide the services of the Administrative Agent solely with respect to administering, collecting L/C Issuer and delivering any payments of principal, interest, fees, premium or other amounts in respect of the Loans and maintaining the books and records relating thereto (such Administrative Agent acting in such capacity, the “Paying Agent”)Swing Line Lender, (b) the term “Administrative Agent” when used in connection with any such functions retiring L/C Issuer and Swing Line Lender shall be deemed to mean such retiring Administrative Agent in its capacity as discharged from all of their respective duties and obligations hereunder or under the Paying Agent other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Administrative Agent shall, in its capacity as L/C Issuer to effectively assume the Paying Agent, continue to be vested with and enjoy all obligations of the rights and benefits retiring L/C Issuer with respect to such Letters of an Administrative Agent hereunderCredit.

Resignation of Agent. Each Either Agent may at any time give notice of its resignation to the Lenders, the L/C LC Issuers and the Borrowers, which notice shall set forth the proposed date of resignation. Upon receipt of any such notice of resignation, the Required Majority Lenders shall have the right, in consultation with the Borrowers, right to appoint a successorsuccessor (subject to the approval of US Borrower, unless a Default has occurred and is continuing, which shall approval will not be unreasonably withheld), which shall, with respect to the Administrative Agent, be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, and, with respect to the Canadian Administrative Agent, be a commercial bank organized or licensed to conduct a banking or trust business under the Laws of the Dominion of Canada or of any province thereof. If no such successor shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then such the retiring Agent may on behalf of the Lenders and the L/C LC Issuers, appoint a successor Agent meeting the qualifications set forth above; provided that if such Agent shall notify the Borrowers US Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and, subject to the last sentence of this Section 10.07, and (a1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuers under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (b2) all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Lender and L/C each LC Issuer directly, until such time as the Required Majority Lenders appoint a successor Agent as provided for above in this Section 10.07Section. Upon the acceptance of a successor’s appointment as an Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.07Section). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article X and Section 11.04 10.4 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent. In additionAny resignation by Bank of America or Bank of America, notwithstanding N.A., acting through its Canada Branch, as an Agent pursuant to this Section shall also constitute its resignation as LC Issuer and Swing Line Lender. Upon the effectiveness acceptance of a resignation by the Administrative successor’s appointment as Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent may, in its sole discretion, continue to provide the services of the Administrative Agent solely with respect to administering, collecting LC Issuer and delivering any payments of principal, interest, fees, premium or other amounts in respect of the Loans and maintaining the books and records relating thereto (such Administrative Agent acting in such capacity, the “Paying Agent”)Swing Line Lender, (b) the term “Administrative Agent” when used in connection with any such functions retiring LC Issuer and Swing Line Lender shall be deemed to mean such retiring Administrative Agent in its capacity as discharged from all of their respective duties and obligations hereunder or under the Paying Agent other Loan Documents, and (c) the successor LC Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Administrative Agent shall, in its capacity as LC Issuer to effectively assume the Paying Agent, continue to be vested with and enjoy all obligations of the rights and benefits retiring LC Issuer with respect to such Letters of an Administrative Agent hereunderCredit.

Resignation of Agent. Each The Administrative Agent may at any time give written notice of its resignation to the Lenders, the L/C Issuers Lenders and the BorrowersBorrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the BorrowersBorrower, to appoint a successor, which which, in the case of the Administrative Agent shall be a bank with an office in the United States, or an a Lender Affiliate of any such bank with an office in the United StatesStates and shall, unless an Event of Default has occurred and is continuing at the time of such appointment, be reasonably acceptable to the Borrower (whose consent shall not be unreasonably withheld or delayed). If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then such the retiring Administrative Agent may on behalf of the Lenders and the L/C Issuers, appoint a successor Agent Administrative Agent, as applicable, meeting the qualifications set forth above; provided that if such the retiring Administrative Agent shall notify the Borrowers Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and, subject to the last sentence of this Section 10.07, and (a1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security Collateral held by the Collateral Agent such Person on behalf of the Lenders or the L/C Issuers under any of the Loan Documents, the retiring Collateral Administrative Agent shall continue to hold such collateral security until such time as a successor Collateral Administrative Agent is appointed) and (b2) in the event of resignation of the Administrative Agent, all payments, communications and determinations provided to be made by, to or through such the Administrative Agent shall instead be made by or to each Lender and L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section 10.079.7. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, Administrative Agent and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.079.7). 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 Borrower and such successor. After the retiring the Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article X and Section 11.04 10.4 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Agent. In addition, notwithstanding the effectiveness of a resignation by the Administrative Agent hereunder, (a) the retiring Administrative Agent may, in its sole discretion, continue to provide the services of the Administrative Agent solely with respect to administering, collecting and delivering any payments of principal, interest, fees, premium or other amounts in respect of the Loans and maintaining the books and records relating thereto (such Administrative Agent acting in such capacity, the “Paying Agent”), (b) the term “Administrative Agent” when used in connection with any such functions shall be deemed to mean such retiring Administrative Agent in its capacity as the Paying Agent and (c) such retiring Administrative Agent shall, in its capacity as the Paying Agent, continue to be vested with and enjoy all of the rights and benefits of an Administrative Agent hereunder.

Resignation of Agent. Each The Agent may at any time give by giving thirty (30) days prior written notice of its resignation to the Lenders, the L/C Issuers Lenders and the BorrowersBorrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrowers, right to appoint a successor, which (i) shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United StatesStates and (ii) unless a Default or Event of Default shall have occurred and be continuing, shall be acceptable to the Borrower. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then such the retiring Agent may on behalf of the Lenders and the L/C IssuersLenders, appoint a successor Agent meeting which shall be a financial institution having a rating of not less than “A” or its equivalent by S&P. If the qualifications set forth above; provided that if such Agent shall notify the Borrowers Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and, subject to the last sentence of this Section 10.07, and (a1) the retiring Agent shall be discharged discharged. from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuers under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (b2) all payments, communications and determinations provided to be made by, to or through such the Agent shall instead be made by or to each Lender and L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section 10.07paragraph. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring (or retired) Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.07paragraph). The fees payable by the Borrowers Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers Borrower and such successor. After the retiring (or retired) Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article X and Section 11.04 16.3 shall continue in effect for the benefit of such retiring (or retired) Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring (or retired) Agent was acting as Agent. In addition, notwithstanding the effectiveness of a resignation by the Administrative Agent hereunder, (a) the retiring Administrative Agent may, in its sole discretion, continue to provide the services of the Administrative Agent solely with respect to administering, collecting and delivering any payments of principal, interest, fees, premium or other amounts in respect of the Loans and maintaining the books and records relating thereto (such Administrative Agent acting in such capacity, the “Paying Agent”), (b) the term “Administrative Agent” when used in connection with any such functions shall be deemed to mean such retiring Administrative Agent in its capacity as the Paying Agent and (c) such retiring Administrative Agent shall, in its capacity as the Paying Agent, continue to be vested with and enjoy all of the rights and benefits of an Administrative Agent hereunder.

Resignation of Agent. Each Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers Issuer and the BorrowersBorrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the BorrowersBorrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then such the retiring Agent may on behalf of the Lenders and the L/C IssuersIssuer, appoint a successor Agent meeting the qualifications set forth above; provided that if such Agent shall notify the Borrowers Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and, subject to the last sentence of this Section 10.07, and (a1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuers Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (b2) all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section 10.07Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.07Section). The fees payable by the Borrowers Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article X and Section 11.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent. In addition, notwithstanding the effectiveness of a Any resignation by Bank of the Administrative West as Agent hereunder, (apursuant to this Section shall also constitute its resignation as L/C Issuer and Swing Line Lender. The Borrower shall have the right to appoint from among the Lenders a successor L/C Issuer and Swing Line Lender as contemplated by Section 11.06(i) and Bank of the retiring Administrative Agent may, in its sole discretion, West shall continue to provide the services of the Administrative Agent solely with respect to administering, collecting have obligations and delivering any payments of principal, interest, fees, premium or other amounts rights as set forth in respect of the Loans and maintaining the books and records relating thereto (such Administrative Agent acting in such capacity, the “Paying Agent”said Section 11.06(i), (b) the term “Administrative Agent” when used in connection with any such functions shall be deemed to mean such retiring Administrative Agent in its capacity as the Paying Agent and (c) such retiring Administrative Agent shall, in its capacity as the Paying Agent, continue to be vested with and enjoy all of the rights and benefits of an Administrative Agent hereunder.

Resignation of Agent. Each (a) The Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers Issuer and the BorrowersBorrower Agent. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the BorrowersBorrower Agent, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then such the retiring Agent may on behalf of the Lenders and the L/C IssuersIssuer, appoint a successor Agent meeting the qualifications set forth above; provided that if such the Agent shall notify the Borrowers Borrower Agent and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and, subject to the last sentence of this Section 10.07, and (a1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuers Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (b2) all payments, communications and determinations provided to be made by, to or through such the Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section 10.07Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.07Section). The fees payable by the Borrowers Borrower or Borrower Agent to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article X and Section 11.04 13.6 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent. (b) Any resignation by Bank of America as Agent pursuant to this Section shall also constitute its resignation as L/C Issuer. In additionthe event of any such resignation as L/C Issuer, notwithstanding the effectiveness Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Bank of America as L/C Issuer, as the case may be. Upon the acceptance of a resignation by the Administrative successor’s appointment as Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent may, in its sole discretion, continue to provide the services of the Administrative Agent solely with respect to administering, collecting and delivering any payments of principal, interest, fees, premium or other amounts in respect of the Loans and maintaining the books and records relating thereto (such Administrative Agent acting in such capacity, the “Paying Agent”)L/C Issuer, (b) the term “Administrative Agent” when used in connection with any such functions retiring L/C Issuer shall be deemed to mean such retiring Administrative Agent in discharged from all of its capacity as respective duties and obligations hereunder or under the Paying Agent other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Administrative Agent shall, in its capacity as L/C Issuer to effectively assume the Paying Agent, continue to be vested with and enjoy all obligations of the rights and benefits retiring L/C Issuer with respect to such Letters of an Administrative Agent hereunderCredit.

Resignation of Agent. Each Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers Issuer and the BorrowersCompany. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the BorrowersCompany, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then such the retiring Agent may on behalf of the Lenders and the L/C IssuersIssuer, appoint a successor Agent meeting the qualifications set forth above; provided that if such Agent shall notify the Borrowers Company and the Lenders that no qualifying Person has accepted such appointment, then then, such resignation shall nonetheless become effective in accordance with such notice and, subject to the last sentence of this Section 10.07, and (a1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuers Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (b2) all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section). If a resignation by the Agent becomes effective in accordance with this Section 10.07. 10.06, the parties hereto acknowledge and agree that, for the purposes of any Security Document governed by Dutch law, any such resignation by the Agent is not effective unless and until all rights and obligations with respect to the Parallel Debt have been assumed by a successor agent, Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.07Section). The fees payable by the Borrowers Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers Company and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article X and Section 11.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent. In addition, notwithstanding the effectiveness of a Any resignation by Bank of the Administrative West as Agent hereunder, (apursuant to this Section shall also constitute its resignation as L/C issuer and Swing Line Lender. The Company shall have the right to appoint from among the Lenders a successor L/C Issuer and Swing Line Lender as contemplated by Section 11.06(i) and Bank of the retiring Administrative Agent may, in its sole discretion, West shall continue to provide the services of the Administrative Agent solely with respect to administering, collecting have obligations and delivering any payments of principal, interest, fees, premium or other amounts rights as set forth in respect of the Loans and maintaining the books and records relating thereto (such Administrative Agent acting in such capacity, the “Paying Agent”said Section 11.06(i), (b) the term “Administrative Agent” when used in connection with any such functions shall be deemed to mean such retiring Administrative Agent in its capacity as the Paying Agent and (c) such retiring Administrative Agent shall, in its capacity as the Paying Agent, continue to be vested with and enjoy all of the rights and benefits of an Administrative Agent hereunder.

Resignation of Agent. Each Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers Lenders and the BorrowersBorrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the BorrowersBorrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then such the retiring Agent may on behalf of the Lenders and the L/C IssuersLenders, appoint a successor Agent meeting the qualifications set forth above; provided that if such Agent shall notify the Borrowers Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and, subject to the last sentence of this Section 10.07, and (a1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuers under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (b2) all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Lender and L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section 10.07Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.07Section). The fees payable by the Borrowers Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article X and Section 11.04 10.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Agent. In addition, notwithstanding the effectiveness of a resignation by the Administrative Agent hereunder, (a) the retiring Administrative Agent may, in its sole discretion, continue to provide the services of the Administrative Agent solely with respect to administering, collecting and delivering any payments of principal, interest, fees, premium or other amounts in respect of the Loans and maintaining the books and records relating thereto (such Administrative Agent acting in such capacity, the “Paying Agent”), (b) the term “Administrative Agent” when used in connection with any such functions shall be deemed to mean such retiring Administrative Agent in its capacity as the Paying Agent and (c) such retiring Administrative Agent shall, in its capacity as the Paying Agent, continue to be vested with and enjoy all of the rights and benefits of an Administrative Agent hereunder.

Resignation of Agent. Each Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers and the Borrowers. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrowers, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then such retiring Agent may on behalf of the Lenders and the L/C Issuers, appoint a successor Agent meeting the qualifications set forth above; provided that if such Agent shall notify the Borrowers and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and, subject to the last sentence of this Section 10.07, (a) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuers under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Lender and L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section 10.07. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.07). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article X and Section 11.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent. In addition, notwithstanding the effectiveness of a resignation by the Administrative Agent hereunder, (a) the retiring Administrative Agent may, in its sole discretion, continue to provide the services of the Administrative Agent solely with respect to administering, collecting and delivering any payments of principal, interest, fees, premium or other amounts in respect of the Loans and maintaining the books and records relating thereto (such Administrative Agent acting in such capacity, the “Paying Agent”), (b) the term “Administrative Agent” when used in connection with any such functions shall be deemed to mean such retiring Administrative Agent in its capacity as the Paying Agent and (c) such retiring Administrative Agent shall, in its capacity as the Paying Agent, continue to be vested with and enjoy all of the rights and benefits of an Administrative Agent hereunder.the

Resignation of Agent. Each (a) The Agent may at any time give notice of its resignation to the LendersBanks, the L/C Issuers Issuing Banks and the BorrowersCompany. Upon receipt of any such notice of resignation, the Required Lenders Majority Banks shall have the right, in consultation with and with the Borrowersapproval of the Company (which approval shall not be unreasonably withheld), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders Majority Banks and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then such the retiring Agent may on behalf of the Lenders Banks and the L/C IssuersIssuing Banks, appoint a successor Agent meeting the qualifications set forth above; provided that if such the Agent shall notify the Borrowers Company and the Lenders Banks that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and, subject to the last sentence of this Section 10.07, and (a1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders Banks or the L/C Issuers Issuing Banks under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (b2) all payments, communications and determinations provided to be made by, to or through such the Agent shall instead be made by or to each Lender Bank and L/C Issuer the Issuing Banks directly, until such time as the Required Lenders Majority Banks appoint a successor Agent as provided for above in this Section 10.07Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.07Section). The fees payable by the Borrowers Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers Company and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article X and Section 11.04 9.12 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related ​ ​ Parties in respect of any actions taken or omitted to be taken by any of them (i) while the retiring Agent was acting as Agent and (ii) after such resignation for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Agent. (b) Any resignation by Bank of America as Agent pursuant to this Section shall also constitute its resignation as Issuing Bank and Swing Line Bank. In addition, notwithstanding Upon the effectiveness acceptance of a resignation by the Administrative successor’s appointment as Agent hereunder, (ai) (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank and Swing Line Bank, (ii) (ii) the retiring Administrative Agent mayIssuing Bank and Swing Line Bank shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (iii) (iii) the successor Issuing Bank shall issue letters of credit in its sole discretionsubstitution for the Letters of Credit, continue if any, outstanding at the time of such succession or make other arrangements satisfactory to provide the services retiring Issuing Bank to effectively assume the obligations of the Administrative Agent solely retiring Issuing Bank with respect to administering, collecting and delivering any payments such Letters of principal, interest, fees, premium or other amounts in respect Credit. (c) If the Person serving as the Agent is a Defaulting Bank pursuant to clause (d) of the Loans and maintaining the books and records relating thereto (such Administrative Agent acting in such capacitydefinition thereof, the Majority Banks may, to the extent permitted by applicable law, by notice in writing to the Company and such Person remove such Person as Agent and, with the written consent of the Company, appoint a successor. If no such successor shall have been so appointed by the Majority Banks and shall have accepted such appointment within thirty (30) days (or such earlier day as shall be agreed by the Majority Banks) (the “Paying AgentRemoval Effective Date”), (b) then such removal shall nonetheless become effective in accordance with such notice on the term “Administrative Agent” when used in connection with any such functions shall be deemed to mean such retiring Administrative Agent in its capacity as the Paying Agent and (c) such retiring Administrative Agent shall, in its capacity as the Paying Agent, continue to be vested with and enjoy all of the rights and benefits of an Administrative Agent hereunder.Removal Effective Date. ​

Resignation of Agent. Each The Agent may at any time give written notice of its resignation to the Lenders, the L/C Issuers Lenders and the BorrowersBorrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the BorrowersBorrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders ▇▇▇▇▇▇▇ and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then such the retiring Agent may on behalf of the Lenders and the L/C IssuersIssuer, appoint a successor Agent meeting the qualifications set forth above; provided that if such the Agent shall notify the Borrowers Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and, subject to the last sentence of this Section 10.07, and (a1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security Collateral held by the Collateral Agent on behalf of the Lenders or the L/C Issuers Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (b2) all payments, communications and determinations provided to be made by, to or through such the Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section 10.07Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.07Section). The fees payable by the Borrowers Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article X and Section 11.04 10.04 shall continue in effect for the benefit of such retiring Agent, its sub-sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as AgentAgent hereunder. In addition, notwithstanding Any resignation by Wells Fargo as Agent pursuant to this Section shall also constitute its resignation as Swing Line Lender and the effectiveness resignation of Wells Fargo as L/C Issuer. Upon the acceptance of a resignation by the Administrative successor’s appointment as Agent hereunder▇▇▇▇▇▇▇▇▇, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent may, in its sole discretion, continue to provide the services of the Administrative Agent solely with respect to administering, collecting L/C Issuer and delivering any payments of principal, interest, fees, premium or other amounts in respect of the Loans and maintaining the books and records relating thereto (such Administrative Agent acting in such capacity, the “Paying Agent”)Swing Line Lender, (b) the term “Administrative Agent” when used in connection with any such functions retiring L/C Issuer and Swing Line Lender shall be deemed to mean such retiring Administrative Agent in its capacity as discharged from all of their respective duties and obligations hereunder or under the Paying Agent other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Administrative Agent shall, in its capacity as L/C Issuer to effectively assume the Paying Agent, continue to be vested with and enjoy all obligations of the rights and benefits retiring L/C Issuer with respect to such Letters of an Administrative Agent hereunderCredit.

Resignation of Agent. Each Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers Lenders and the BorrowersBorrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the BorrowersBorrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall F or p er so na l u se o nl y have accepted such appointment within 30 thirty (30) days after the retiring Agent gives notice of its resignation, then such the retiring Agent may on behalf of the Lenders and the L/C IssuersLenders, appoint a successor Agent meeting the qualifications set forth above; provided that if such Agent shall notify the Borrowers Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and, subject to the last sentence of this Section 10.07, and (a1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuers under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (b2) all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Lender and L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section 10.07Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.07Section). The fees payable by the Borrowers Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article X and Section 11.04 10.04 shall continue in effect for the benefit of such retiring Agent, its sub-sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Agent. In addition, notwithstanding the effectiveness of a resignation by the Administrative Agent hereunder, (a) the retiring Administrative Agent may, in its sole discretion, continue to provide the services of the Administrative Agent solely with respect to administering, collecting and delivering any payments of principal, interest, fees, premium or other amounts in respect of the Loans and maintaining the books and records relating thereto (such Administrative Agent acting in such capacity, the “Paying Agent”), (b) the term “Administrative Agent” when used in connection with any such functions shall be deemed to mean such retiring Administrative Agent in its capacity as the Paying Agent and (c) such retiring Administrative Agent shall, in its capacity as the Paying Agent, continue to be vested with and enjoy all of the rights and benefits of an Administrative Agent hereunder.

Resignation of Agent. Each The Agent may at any time give written notice of its resignation to the Lenders, the L/C Issuers Lenders and the BorrowersBorrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrowerswritten consent of the Borrower (which consent shall not be unreasonably withheld, delayed or conditioned), so long as no Event of Default exists, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then such the retiring Agent may on behalf of the Lenders and the L/C IssuersIssuer, appoint a successor Agent meeting the qualifications set forth above; provided that if such the Agent shall notify the Borrowers Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and, subject to the last sentence of this Section 10.07, and (a1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security Collateral held by the Collateral Agent on behalf of the Lenders or the L/C Issuers Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (b2) all payments, communications and determinations provided to be made by, to or through such the Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section 10.07Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.07Section). The fees payable by the Borrowers Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article X and Section 11.04 10.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as AgentAgent hereunder. In addition, notwithstanding Any resignation by ▇▇▇▇▇ Fargo as Agent pursuant to this Section shall also constitute its resignation as Swing Line Lender and the effectiveness resignation of ▇▇▇▇▇ Fargo as L/C Issuer. Upon the acceptance of a resignation by the Administrative successor’s appointment as Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent may, in its sole discretion, continue to provide the services of the Administrative Agent solely with respect to administering, collecting L/C Issuer and delivering any payments of principal, interest, fees, premium or other amounts in respect of the Loans and maintaining the books and records relating thereto (such Administrative Agent acting in such capacity, the “Paying Agent”)Swing Line Lender, (b) the term “Administrative Agent” when used in connection with any such functions retiring L/C Issuer and Swing Line Lender shall be deemed to mean such retiring Administrative Agent in its capacity as discharged from all of their respective duties and obligations hereunder or under the Paying Agent other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements reasonably satisfactory to the retiring Administrative Agent shall, in its capacity as L/C Issuer to effectively assume the Paying Agent, continue to be vested with and enjoy all obligations of the rights and benefits retiring L/C Issuer with respect to such Letters of an Administrative Agent hereunderCredit.

Resignation of Agent. Each (a) The Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers Issuing Bank and the BorrowersCompany. Upon receipt of any such notice of resignation, the Required Majority Lenders shall have the right, in consultation with the BorrowersCompany, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then such the retiring Agent may on behalf of the Lenders and the L/C IssuersIssuing Bank, appoint a successor Agent meeting the qualifications set forth above; provided that if such the Agent shall notify the Borrowers Company and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and, subject to the last sentence of this Section 10.07, and (a1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security Cash Collateral held by the Collateral Agent on behalf of the Lenders or the L/C Issuers Issuing Bank under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security Cash Collateral until such time as a successor Collateral Agent is appointed) and (b2) all payments, communications and determinations provided to be made by, to or through such the Agent shall instead be made by or to each Lender and L/C Issuer the Issuing Bank directly, until such time as the Required Majority Lenders appoint a successor Agent as provided for above in this Section 10.07Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, Agent and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.07)Section) . The fees payable by the Borrowers Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers Company and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article X and Section Sections 11.04 and 11.05 shall continue in effect for the benefit of such retiring Agent, its sub-sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent. (b) Any resignation by Bank of America as Agent pursuant to this Section shall also constitute its resignation as Issuing Bank and Swing Line Bank. In addition, notwithstanding Upon the effectiveness acceptance of a resignation by the Administrative successor’s appointment as Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent may, in its sole discretion, continue to provide the services of the Administrative Agent solely with respect to administering, collecting Issuing Bank and delivering any payments of principal, interest, fees, premium or other amounts in respect of the Loans and maintaining the books and records relating thereto (such Administrative Agent acting in such capacity, the “Paying Agent”)Swing Line Bank, (b) the term “Administrative Agent” when used in connection with any such functions retiring Issuing Bank and Swing Line Bank shall be deemed to mean such retiring Administrative Agent in its capacity as discharged from all of their respective duties and obligations hereunder or under the Paying Agent other Loan Documents, and (c) the successor Issuing Bank shall Issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Administrative Agent shall, in its capacity as Issuing Bank to effectively assume the Paying Agent, continue to be vested with and enjoy all obligations of the rights and benefits retiring Issuing Bank with respect to such Letters of an Administrative Agent hereunderCredit.

Resignation of Agent. Each (a) An Agent may resign at any time give by giving 60 days prior written notice of its resignation thereof to the Lenders, Lenders and to the L/C Issuers and the Borrowersother Agent. Upon receipt of any such notice of resignation, the Required SuperMajority Lenders and the Tranche B Lender shall have the right, in consultation with the Borrowers, right to appoint a successorsuccessor to such Agent (and if no Event of Default has occurred, which shall with the consent of the Borrowers' Representative, not to be a bank with an office unreasonably withheld and, in any event, deemed given by the United States, or an Affiliate Borrowers' Representative if no written objection is provided by the Borrowers' Representative to the (resigning) Agent within seven (7) Business Days notice of any such bank with an office in the United Statesproposed appointment). If no such a successor Agent shall not have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives giving of notice of its resignationby the resigning Agent, then such retiring the resigning Agent may on behalf of the Lenders and the L/C Issuers, appoint a successor Agent meeting the qualifications set forth above; provided that if Agent, which shall be a financial institution having a combined capital and surplus in excess of $500,000,000.00 (unless, after a BuyOut such Agent shall notify be the Borrowers Tranche B Lender in which case the foregoing capital and surplus requirement shall not apply). The consent of the Borrowers' Representative otherwise required by this Section 15.10(a) shall not be required if an Event of Default has occurred. (b) Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, such successor shall thereupon succeed to, and become vested with, all the rights, powers, privileges, and duties of the (resigning) Agent so replaced, and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and, subject to the last sentence of this Section 10.07, (aresigning) the retiring Agent shall be discharged from its the (resigning) Agent's duties and obligations hereunder and under the hereunder, other Loan Documents (except that in the case than on account of any collateral security held responsibility for any action taken or omitted to be taken by the Collateral (resigning) Agent on behalf of as to which a final judicial determination has been or is made (in a proceeding in which the Lenders or the L/C Issuers under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed(resigning) and (b) all payments, communications and determinations provided Person has had an opportunity to be made by, to heard) that such Person had acted in a grossly negligent manner or through such Agent shall instead be made by or to each Lender and L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section 10.07. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring bad faith. (or retiredc) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.07). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the any retiring Agent’s resignation hereunder and under the other Loan Documents's resignation, the provisions of this Article X Agreement and Section 11.04 of all other Loan Documents shall continue in effect for the retiring Person's benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring Agent it was acting as an Agent. In addition, notwithstanding the effectiveness of a resignation by the Administrative Agent hereunder, (a) the retiring Administrative Agent may, in its sole discretion, continue to provide the services of the Administrative Agent solely with respect to administering, collecting and delivering any payments of principal, interest, fees, premium or other amounts in respect of the Loans and maintaining the books and records relating thereto (such Administrative Agent acting in such capacity, the “Paying Agent”), (b) the term “Administrative Agent” when used in connection with any such functions shall be deemed to mean such retiring Administrative Agent in its capacity as the Paying Agent and (c) such retiring Administrative Agent shall, in its capacity as the Paying Agent, continue to be vested with and enjoy all of the rights and benefits of an Administrative Agent hereunder.

Resignation of Agent. Each (a) The Agent may at any time give written notice of its resignation to the Lenders, the L/C Issuers Lenders and the BorrowersLead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the BorrowersLead Borrower, to appoint a successor, which shall be (i) a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, (ii) a Lender, an Affiliate of a Lender or an Approved Fund with respect to a Lender, or (iii) such other Person that may be reasonably acceptable to the Required Lenders and the Lead Borrower. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives notice of its resignation, then such the retiring Agent may on behalf of the Lenders and the L/C IssuersLenders, appoint a successor Agent meeting the qualifications set forth above; provided that if such the Agent shall notify the Borrowers Lead Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and, subject to the last sentence of this Section 10.07, and (a1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security Collateral held by the Collateral Agent on behalf of the Lenders or the L/C Issuers under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (b2) all payments, communications and determinations provided to be made by, to or through such the Agent shall instead be made by or to each Lender and L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section 10.07Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.07Section). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers Lead Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article X and Section 11.04 10.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent. In addition, notwithstanding the effectiveness of a resignation by the Administrative Agent hereunder, (a) the retiring Administrative Agent may, in its sole discretion, continue to provide the services of the Administrative Agent solely with respect to administering, collecting and delivering any payments of principal, interest, fees, premium or other amounts in respect of the Loans and maintaining the books and records relating thereto (such Administrative Agent acting in such capacity, the “Paying Agent”), (b) the term “Administrative Agent” when used in connection with any such functions shall be deemed to mean such retiring Administrative Agent in its capacity as the Paying Agent and (c) such retiring Administrative Agent shall, in its capacity as the Paying Agent, continue to be vested with and enjoy all of the rights and benefits of an Administrative Agent hereunder.

Resignation of Agent. Each (a) The Agent may resign at any time give by giving sixty (60) days (thirty (30) days after the payment of all Tranche A Liabilities and the obligation of the Tranche A Lenders to make Revolving Credit Loans and other financial accommodations has terminated) prior written notice of its resignation thereof to the LendersLenders (including, without limitation, the L/C Issuers Tranche B Lender) and the BorrowersLead Borrower. Upon receipt of any such notice of resignation, the Required Lenders Majority Lenders, with the consent of the Tranche B Lender, shall have the right, in consultation with the Borrowers, right to appoint a successorsuccessor Agent (provided, which that no such consent of the Lead Borrower shall be a bank with requested if an office in Event of Default has occurred, 171 and provided, further that such consent shall be deemed given if no written objection is received within seven (7) days of the United States, or an Affiliate Lead Borrower's receipt of any notice of such bank with an office in the United Statessuccessor). If no such successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days the requisite period after the retiring Agent gives giving of notice of its resignationby the Agent, then such retiring the resigning Agent may on behalf of the Lenders and the L/C Issuers, appoint a successor Agent meeting Agent, which shall be either the qualifications set forth above; provided that if such Agent shall notify Tranche B Lender or a financial institution with an office in the Northeastern United States having a combined capital and surplus in excess of $500 Million ($500,000,000.00). The consent of the Borrowers otherwise required by this Section 15.10(a) shall not be required if an Event of Default has occurred. (b) Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, such successor shall thereupon succeed to, and become vested with, all the rights, powers, privileges, and duties of the (resigning) Agent so replaced, and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and, subject to the last sentence of this Section 10.07, (aresigning) the retiring Agent shall be discharged from its the (resigning) Agent's duties and obligations hereunder and under the hereunder, other Loan Documents (except that in the case than on account of any collateral security held responsibility for any action taken or omitted to be taken by the Collateral (resigning) Agent on behalf as to which a final judicial determination has been or is made (in a proceeding in which the (resigning) Agent has had an opportunity to be heard) that such Agent had acted in a grossly negligent manner or in bad faith or has engaged in willful misconduct. Upon the effectiveness of the Lenders or resignation of an Agent and the L/C Issuers under any appointment of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Lender and L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent the (resigning) Agent will, at the cost of the Borrowers, promptly assign, without recourse (except as provided for above in this Section 10.07. Upon herein) of record its rights as named party under all UCC financing statements, mortgages and other instruments of record to the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent. (or retiredc) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.07). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents's resignation, the provisions of this Article X and Section 11.04 Agreement shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties 's benefit in respect of any actions taken or omitted to be taken by any of them it while the retiring Agent it was acting as Agent. In addition, notwithstanding the effectiveness of a resignation by the Administrative Agent hereunder, (a) the retiring Administrative Agent may, in its sole discretion, continue to provide the services of the Administrative Agent solely with respect to administering, collecting and delivering any payments of principal, interest, fees, premium or other amounts in respect of the Loans and maintaining the books and records relating thereto (such Administrative Agent acting in such capacity, the “Paying Agent”), (b) the term “Administrative Agent” when used in connection with any such functions shall be deemed to mean such retiring Administrative Agent in its capacity as the Paying Agent and (c) such retiring Administrative Agent shall, in its capacity as the Paying Agent, continue to be vested with and enjoy all of the rights and benefits of an Administrative Agent hereunder.172

Resignation of Agent. Each Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers Issuer and the Borrowers. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the written consent of the Borrowers, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and the Borrowers and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then such the retiring Agent may on behalf of the Lenders and the L/C IssuersIssuer, appoint a successor Agent meeting the qualifications set forth above; provided that if such the Agent shall notify the Borrowers and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and, subject to the last sentence of this Section 10.07, and (a1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuers Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (b2) all payments, communications and determinations provided to be made by, to or through such the Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section 10.07Section. Upon the acceptance of a successor’s 's appointment as Agent hereunderhereunder and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary, or as the Required Lenders may reasonably request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Documents, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.07Section). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed in writing between the Borrowers and such successor. After the retiring Agent’s 's resignation hereunder and under the other Loan Documents, the provisions of this Article X and Section 11.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent. In addition, notwithstanding the effectiveness of a resignation by the Administrative Agent hereunder, (a) the retiring Administrative Agent may, in its sole discretion, continue to provide the services of the Administrative Agent solely with respect to administering, collecting and delivering any payments of principal, interest, fees, premium or other amounts in respect of the Loans and maintaining the books and records relating thereto (such Administrative Agent acting in such capacity, the “Paying Agent”), (b) the term “Administrative Agent” when used in connection with any such functions shall be deemed to mean such retiring Administrative Agent in its capacity as the Paying Agent and (c) such retiring Administrative Agent shall, in its capacity as the Paying Agent, continue to be vested with and enjoy all of the rights and benefits of an Administrative Agent hereunder.and

Resignation of Agent. Each Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers Issuer and the BorrowersBorrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with subject to the Borrowersconsent of Borrower (but no such consent shall be required if a Default is then continuing), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then such the retiring Agent may on behalf of the Lenders and the L/C IssuersIssuer, appoint a successor Agent meeting the qualifications set forth above; provided that if such Agent shall notify the Borrowers Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and, subject to the last sentence of this Section 10.07, and (a1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuers Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (b2) all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Required Lenders and Borrower, if applicable, appoint a successor Agent as provided for above in this Section 10.07Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.07Section). The fees payable by the Borrowers Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article X and Section 11.04 shall continue in effect for the benefit of such retiring Agent, its sub-sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent. In addition, notwithstanding Any resignation by Scotia Capital as Agent pursuant to this Section shall also constitute its resignation as L/C Issuer. Upon the effectiveness acceptance of a resignation by the Administrative successor’s appointment as Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent may, in its sole discretion, continue to provide the services of the Administrative Agent solely with respect to administering, collecting and delivering any payments of principal, interest, fees, premium or other amounts in respect of the Loans and maintaining the books and records relating thereto (such Administrative Agent acting in such capacity, the “Paying Agent”)L/C Issuer, (b) the term “Administrative Agent” when used in connection with any such functions retiring L/C Issuer shall be deemed to mean such retiring Administrative Agent in discharged from all of its capacity as respective duties and obligations hereunder or under the Paying Agent other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Administrative Agent shall, in its capacity as L/C Issuer to effectively assume the Paying Agent, continue to be vested with and enjoy all obligations of the rights and benefits retiring L/C Issuer with respect to such Letters of an Administrative Agent hereunderCredit.

Resignation of Agent. Each Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers Lenders and the BorrowersBorrower, which resignation shall be effective upon the earlier of (x) the appointment of a replacement Agent in accordance with this Section 8.06 and (y) 30 days after the giving of such notice. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the BorrowersBorrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, in each case, with the consent of the Borrower (such consent not to be unreasonably withheld or delayed; it being agreed that any then-existing Lender shall be deemed acceptable and that the Borrower shall have no consent right upon and during the continuance of an Event of Default). If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then such the retiring Agent may may, on behalf of the Lenders and the L/C Issuers, appoint a successor Agent meeting the qualifications set forth above; above provided that if such the Agent shall notify the Borrowers Borrower and the Lenders that no qualifying Person person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and, subject to the last sentence of this Section 10.07, and (a1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuers under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed) and (b2) except for any indemnity payments owing to the retiring Agent, all payments, communications and determinations provided to be made by, to or through such an Agent shall instead be made by or to each Lender and L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section 10.07paragraph. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations as an Agent hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.07paragraph). The fees payable by the Borrowers Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers Borrower and such successor. After the any retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article X VIII and Section 11.04 9.05 shall continue in effect for the benefit of such retiring Agent, its subco-agents agents, sub agents, attorney-in-facts and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent. In addition, notwithstanding the effectiveness of a resignation by the Administrative Agent hereunder, (a) the retiring Administrative Agent may, in its sole discretion, continue to provide the services of the Administrative Agent solely with respect to administering, collecting and delivering any payments of principal, interest, fees, premium or other amounts in respect of the Loans and maintaining the books and records relating thereto (such Administrative Agent acting in such capacity, the “Paying Agent”), (b) the term “Administrative Agent” when used in connection with any such functions shall be deemed to mean such retiring Administrative Agent in its capacity as the Paying Agent and (c) such retiring Administrative Agent shall, in its capacity as the Paying Agent, continue to be vested with and enjoy all of the rights and benefits of an Administrative Agent hereunder.

Resignation of Agent. Each The Agent may at any time give written notice of its resignation to the Lenders, the L/C Issuers Lenders and the BorrowersLead Borrower. Upon receipt of any such notice of resignationresignation from the Agent, the Required Lenders shall have the right, in consultation with the Borrowers, right to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, which successor agent shall (unless an Event of Default shall have occurred and be continuing) be subject to approval by the Lead Borrower (which approval shall not be unreasonably withheld or delayed). If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives notice of its resignation, then such the retiring Agent may may, on behalf of the Revolving Lenders and the L/C IssuersIssuer, appoint a successor Agent meeting the qualifications set forth above, which successor agent shall (unless an Event of Default shall have occurred and be continuing) be subject to approval by the Lead Borrower (which approval shall not be unreasonably withheld or delayed); provided provided, that if such the Agent shall notify the Borrowers Lead Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and, subject to the last sentence of this Section 10.07, and (a1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security Collateral held by the Collateral Agent on behalf of the Lenders or the L/C Issuers Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (b2) all payments, communications and determinations provided to be made by, to or through such the Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Required Applicable Lenders appoint a successor Agent as provided for above in this Section 10.07Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.07Section). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers Lead Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article X and Section 11.04 10.0410.04 shall continue in effect for the benefit of such retiring Agent, its sub-sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting in such capacity hereunder. Any resignation by W▇▇▇▇ Fargo as AgentAgent pursuant to this Section shall also constitute its resignation as Swing Line Lender and the resignation of W▇▇▇▇ Fargo as L/C Issuer. In addition, notwithstanding Upon the effectiveness acceptance of a resignation by the Administrative successor’s appointment as Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent may, in its sole discretion, continue to provide the services of the Administrative Agent solely with respect to administering, collecting L/C Issuer and delivering any payments of principal, interest, fees, premium or other amounts in respect of the Loans and maintaining the books and records relating thereto (such Administrative Agent acting in such capacity, the “Paying Agent”)Swing Line Lender, (b) the term “Administrative Agent” when used in connection with any such functions retiring L/C Issuer and Swing Line Lender shall be deemed to mean such retiring Administrative Agent in its capacity as discharged from all of their respective duties and obligations hereunder or under the Paying Agent other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Administrative Agent shall, in its capacity as L/C Issuer to effectively assume the Paying Agent, continue to be vested with and enjoy all obligations of the rights and benefits retiring L/C Issuer with respect to such Letters of an Administrative Agent hereunderCredit.

Resignation of Agent. Each The Agent or the Term Agent may at any time give written notice of its resignation to the Lenders, the L/C Issuers Lenders and the BorrowersLead Borrower. Upon receipt of any such notice of resignationresignation (a) from the Agent, the Required Lenders shall have the right, in consultation with the BorrowersLead Borrower (other than after the occurrence and during the continuance of an Event of Default), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United StatesStates or (b) from the Term Agent, the Required Term Lenders shall have the right, in consultation with the Lead Borrower (other than after the occurrence and during the continuance of an Event of Default), to appoint a successor, which shall be a Term Loan Lender, or an Affiliate of any such Term Loan Lender or which would qualify as an Eligible Assignee. If no such successor shall have been so appointed by the Required Revolving Lenders or the Required Term Lenders, as applicable, and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent or Term Agent gives notice of its resignation, then such the retiring Agent may or Term Agent may, on behalf of the Revolving Lenders and the L/C IssuersIssuing Bank (in the case of the Agent) or on behalf of the Term Lenders (in the case of the Term Agent), appoint a successor Agent or Term Agent, as applicable, meeting the qualifications set forth above; provided provided, that if such the Agent or the Term Agent, as applicable, shall notify the Borrowers Lead Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and, subject to the last sentence of this Section 10.07, and (a1) the retiring Agent or Term Agent, as applicable, shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security Collateral held by the Collateral Agent on behalf of the Lenders or the L/C Issuers Issuing Bank under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (b2) all payments, communications and determinations provided to be made by, to or through such the Agent or the Term Agent, as applicable, shall instead be made by or to each Lender and L/C Issuer the Issuing Bank directly, until such time as the Required Applicable Lenders appoint a successor Agent or Term Agent as provided for above in this Section 10.07Section. Upon the acceptance of a successor’s appointment as Agent or Term Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent of Term Agent, and the retiring Agent or Term Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.07Section). The fees payable by the Borrowers to a successor Agent or Term Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers Lead Borrower and such successor. After the retiring Agent’s or Term Agent’s resignation hereunder (including pursuant to Section 8.02(b) and this Section 9.06) and under the other Loan Documents, the provisions of this Article X and Section 11.04 10.04 shall continue in effect for the benefit of such retiring Agent or Term Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent or Term Agent was acting in such capacity hereunder. Any resignation by W▇▇▇▇ Fargo as AgentAgent pursuant to this Section shall also constitute its resignation as Swing Line Lender and the resignation of W▇▇▇▇ Fargo as Issuing Bank. In addition, notwithstanding Upon the effectiveness acceptance of a resignation by the Administrative successor’s appointment as Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent may, in its sole discretion, continue to provide the services of the Administrative Agent solely with respect to administering, collecting Issuing Bank and delivering any payments of principal, interest, fees, premium or other amounts in respect of the Loans and maintaining the books and records relating thereto (such Administrative Agent acting in such capacity, the “Paying Agent”)Swing Line Lender, (b) the term “Administrative Agent” when used in connection with any such functions retiring Issuing Bank and Swing Line Lender shall be deemed to mean such retiring Administrative Agent in its capacity as discharged from all of their respective duties and obligations hereunder or under the Paying Agent other Loan Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Administrative Agent shall, in its capacity as Issuing Bank to effectively assume the Paying Agent, continue to be vested with and enjoy all obligations of the rights and benefits retiring Issuing Bank with respect to such Letters of an Administrative Agent hereunderCredit.