Common use of Appointment of Successor Administrative Agent Clause in Contracts

Appointment of Successor Administrative Agent. (a) The Lenders and the Borrower acknowledge that SunTrust Bank will resign as the “Administrative Agent” (in such capacity, the “Former Agent”) under the Existing Credit Agreement and other Loan Documents contemporaneous with the effectiveness of this Agreement. The Lenders and the Borrower agree that, on the Closing Date immediately upon the effectiveness of this Agreement, (i) SunTrust Bank has resigned as Administrative Agent under each of the Loan Documents and (ii) Xxxxx Fargo is hereby appointed (and Xxxxx Fargo accepts such appointment) as successor Administrative Agent under this Agreement and other Loan Documents. The Former Agent is discharged from its duties and obligations under this Agreement and the other Loan Documents as Administrative Agent; provided that notwithstanding the effectiveness of such resignation, the provisions of Article IX of this Agreement and similar provisions in the other Loan Documents, together with any and all indemnities and other rights provided to the Former Agent in its capacity as such under the Existing Credit Agreement (which shall survive following the effectiveness of this Agreement), shall continue in effect for the benefit of SunTrust Bank in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent under the Existing Credit Agreement and under the other Loan Documents, as applicable. The agreements contained in this clause (a) shall survive the payment of the Secured Obligations and the termination of the Loan Documents. (b) Each of the parties hereto authorizes (including without limitation to the extent contemplated under Section 9-509 of the Uniform Commercial Code of the State of New York (or any corollary provision of the uniform commercial code of any other state)) Xxxxx Fargo, as Administrative Agent hereunder, to file any UCC assignments or amendments with respect to the UCC Financing Statements and other filings in respect of the Collateral as Xxxxx Fargo deems necessary or desirable to evidence Xxxxx Fargo’s succession as Administrative Agent under the Credit Agreement and the other Loan Documents and each party hereto agrees to execute any documentation reasonably necessary to evidence such succession. (c) Each of the Lenders and the Borrower (on behalf of the Loan Parties) agrees that Xxxxx Fargo, in its capacity as Administrative Agent (and not in its capacity as Lender under this Agreement), shall bear no responsibility or liability for any event, circumstance or condition existing prior to the effectiveness of the appointment of Xxxxx Fargo as the successor Administrative Agent, including (i) with respect to any actions taken or omitted to be taken by the Former Agent while SunTrust Bank served as Administrative Agent under the Existing Credit Agreement and the other Loan Documents, (ii) any of the Collateral, (iii) the Loan Documents or (iv) the transactions contemplated by the Loan Documents (the “Indemnified Events”). Furthermore, the Borrower (on behalf of the Loan Parties) hereby agrees to indemnify and hold harmless Xxxxx Fargo and each of its Related Parties (each an “Indemnified Party”) from and against (and will reimburse each Indemnified Party as the same are incurred for) any and all claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever (including, without limitation, the reasonable fees, disbursements and other charges of counsel) that may at any time be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) any Indemnified Events except to the extent that they are determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of the party seeking indemnification. The agreements contained in this clause (c) shall survive the payment of the Secured Obligations and termination of the Loan Documents. (d) The Former Agent agrees to deliver, or cause to be delivered, to Xxxxx Fargo, as Administrative Agent, without recourse, representation or warranty: (i) copies of all deposit account control agreements and filings with the United States Patent and Trademark Office and in the United States Copyright Office in its custody or possession, and, as reasonably requested by Xxxxx Fargo, other filings, registrations, recordings, consents and notices creating or perfecting the Liens on the Collateral in the custody or control of the Former Agent, (ii) assignments prepared by counsel to the Administrative Agent, in form and substance reasonably satisfactory to the Former Agent and Xxxxx Fargo, of all documents and agreements relating to the Collateral, executed by any Loan Party or any third party in favor of the Former Agent, (iii) certificated securities and related stock powers or other similar instruments held by the Former Agent as possessory Collateral, and (iv) if reasonably requested by Xxxxx Fargo, as Administrative Agent, originals of all Security Documents held by the Former Agent to the extent in its custody or possession. Xxxxx Fargo, as Administrative Agent, agrees to take possession of any possessory collateral delivered to it following the Closing Date upon tender thereof by the Former Agent. (e) Effective as of Closing Date, the Former Agent assigns, without recourse, representation or warranty, to Xxxxx Fargo, as Administrative Agent, each of the Liens and security interests granted to the Former Agent under the Loan Documents, and Xxxxx Fargo, as Administrative Agent, hereby accepts the assignment of all such Liens, for its benefit and for the benefit of the Secured Parties. The Former Agent hereby agrees that if it shall at any time in the future receive any Collateral or proceeds thereof or any other payments or property that are otherwise intended or required to be paid or delivered to the Xxxxx Fargo, as Administrative Agent, pursuant to the terms of any Loan Document, the Former Agent will promptly notify Xxxxx Fargo of such fact in writing, and shall, promptly upon receipt thereof, turn such property over to Xxxxx Fargo, as Administrative Agent, in the form received (with any necessary endorsement, but without recourse, representation or warranty). (f) On and after the Closing Date, all items of Collateral, including possessory Collateral held by the Former Agent as security for the Secured Obligations, shall be deemed to be held by the Former Agent as agent and bailee for Xxxxx Fargo, as Administrative Agent for the benefit of the Secured Parties, until such time as such possessory Collateral has been delivered to Xxxxx Fargo, as Administrative Agent. Notwithstanding anything herein to the contrary, the Borrower (on behalf of the Loan Parties) agrees that all of such Liens granted by any Loan Party pursuant to any Loan Document shall in all respects be continuing and in effect and are hereby ratified and reaffirmed. Without limiting the generality of the foregoing, any reference to the Former Agent on any publicly filed document, to the extent such filing relates to the Liens in the Collateral assigned hereby and until such filing is modified to reflect the interests of Xxxxx Fargo, as Administrative Agent, shall, with respect to such Liens and security interests, constitute a reference to the Former Agent as collateral representative of Xxxxx Fargo, as Administrative Agent, solely for the purpose of maintaining the perfection of such Liens. (g) It is acknowledged and agreed by each of the parties hereto that Xxxxx Fargo, solely in succeeding to the position of Administrative Agent (exclusive of its capacity as a Lender hereunder), (i) has undertaken no analysis of the Security Documents or the Collateral and (ii) has made no determination as to (x) the validity, enforceability, effectiveness or priority of any Liens granted or purported to be granted pursuant to the Security Documents or (y) the accuracy or sufficiency of the documents, filings, recordings and other actions taken to create, perfect or maintain the existence, perfection or priority of the Liens granted or purported to be granted pursuant to the Security Documents. Xxxxx Fargo shall be entitled to assume that, as of the Closing Date, all Liens purported to be granted pursuant to the Security Documents are valid and perfected Liens having the priority intended by the Secured Parties. In addition, the Lenders hereby agree that Xxxxx Fargo shall have no liability for failing to have any of the Security Documents or other Loan Documents assigned to them as Administrative Agent. (h) The resignation by the Former Agent pursuant to this Section shall also constitute its resignation as Issuing Bank and Swingline Lender. Xxxxx Fargo shall, as of the Closing Date, succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank and Swingline Lender. SunTrust Bank, as the retiring Issuing Bank and Swingline Lender shall be discharged from all of its duties and obligations hereunder and under the other Loan Documents as Issuing Bank and Swingline Lender, but will be entitled to the continued benefits of any indemnification and other rights provided SunTrust Bank, in its capacity as the Issuing Bank and Swingline Lender under the Existing Credit Agreement (which shall survive following the effectiveness of this Agreement).

Appointment of Successor Administrative Agent. Subject to the satisfaction of the conditions precedent set forth in Section 4 below: (a) The Resigning Administrative Agent hereby resigns as Administrative Agent under the Loan Agreement and the other Loan Documents. (b) The Lenders and the Borrower acknowledge that SunTrust Bank will resign as the “Administrative Agent” (in such capacity, the “Former Agent”) under the Existing Credit Agreement and other Loan Documents contemporaneous with the effectiveness of this Agreement. The Lenders and the Borrower Borrowers agree that, on effective as of the Closing Date immediately upon date hereof, the effectiveness of this Agreement, (i) SunTrust Bank has resigned as Successor Administrative Agent under each of the Loan Documents and (ii) Xxxxx Fargo is hereby appointed (and Xxxxx Fargo accepts such appointment) as successor Administrative Agent under this the Loan Agreement and the other Loan Documents. The Former Effective as of the date hereof, the Successor Administrative Agent hereby accepts its appointment as Administrative Agent under the Loan Agreement and the other Loan Documents. (c) In accordance with Section 9.07 of the Loan Agreement, the Resigning Administrative Agent is discharged from its duties and obligations under this the Loan Agreement and the other Loan Documents as Administrative AgentDocuments; provided that that, notwithstanding the effectiveness of such resignation, the provisions of Article VIII, Article IX and Section 10.09 of this the Loan Agreement and any other similar provisions in the each other Loan Documents, together with any and all indemnities and other rights provided to the Former Agent in its capacity as such under the Existing Credit Agreement (which shall survive following the effectiveness of this Agreement), Document shall continue in effect for the benefit of SunTrust Bank the Resigning Administrative Agent and its Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the Resigning Administrative Agent was acting as Administrative Agent under the Loan Agreement or any of the other Loan Documents. In accordance with Section 9.07 of the Loan Agreement, the Successor Administrative Agent is hereby vested with all the rights, powers, privileges and duties of the Administrative Agent under the Existing Credit Agreement and under Loan Agreement. For the other Loan Documentsavoidance of doubt, as applicable. The agreements contained in this clause (a) shall survive the payment of the Secured Obligations and the termination of the Loan Documents. (b) Each of the parties hereto authorizes (including without limitation to the extent contemplated under Section 9-509 of the Uniform Commercial Code of the State of New York (or any corollary provision of the uniform commercial code of any other state)) Xxxxx Fargo, as Administrative Agent hereunder, to file any UCC assignments or amendments with respect to the UCC Financing Statements and other filings in respect of the Collateral as Xxxxx Fargo deems necessary or desirable to evidence Xxxxx Fargo’s succession as Administrative Agent under the Credit Agreement and the other Loan Documents and each party hereto agrees to execute any documentation reasonably necessary to evidence such succession. (c) Each of that neither the Lenders and the Borrower (on behalf of the Loan Parties) agrees that Xxxxx Fargo, in its capacity as Successor Administrative Agent (and not nor any of its Related Parties shall have any liability in its capacity as Lender under this Agreement), shall bear no responsibility or liability for any event, circumstance or condition existing prior to the effectiveness respect of the appointment of Xxxxx Fargo as the successor Administrative Agent, including (i) with respect to any actions taken or omitted to be taken by the Former Resigning Administrative Agent or its Related Parties while SunTrust Bank served the Resigning Administrative Agent was acting as Administrative Agent under the Existing Credit Loan Agreement and the other Loan Documents, (ii) any of the Collateral, (iii) the Loan Documents or (iv) the transactions contemplated by the Loan Documents (the “Indemnified Events”). Furthermore, the Borrower (on behalf of the Loan Parties) hereby agrees to indemnify and hold harmless Xxxxx Fargo and each of its Related Parties (each an “Indemnified Party”) from and against (and will reimburse each Indemnified Party as the same are incurred for) any and all claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever (including, without limitation, the reasonable fees, disbursements and other charges of counsel) that may at any time be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) any Indemnified Events except to the extent that they are determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of the party seeking indemnification. The agreements contained in this clause (c) shall survive the payment of the Secured Obligations and termination of the Loan Documents. (d) The Former Agent agrees to deliver, or cause to be delivered, to Xxxxx Fargo, as Administrative Agent, without recourse, representation or warranty: (i) copies of all deposit account control agreements and filings with the United States Patent and Trademark Office and in the United States Copyright Office in its custody or possession, and, as reasonably requested by Xxxxx Fargo, other filings, registrations, recordings, consents and notices creating or perfecting the Liens on the Collateral in the custody or control of the Former Agent, (ii) assignments prepared by counsel to the Administrative Agent, in form and substance reasonably satisfactory to the Former Agent and Xxxxx Fargo, of all documents and agreements relating to the Collateral, executed by any Loan Party or any third party in favor of the Former Agent, (iii) certificated securities and related stock powers or other similar instruments held by the Former Agent as possessory Collateral, and (iv) if reasonably requested by Xxxxx Fargo, as Administrative Agent, originals of all Security Documents held by the Former Agent to the extent in its custody or possession. Xxxxx Fargo, as Administrative Agent, agrees to take possession of any possessory collateral delivered to it following the Closing Date upon tender thereof by the Former Agent. (e) Effective as of Closing Date, the Former Agent assigns, without recourse, representation or warranty, to Xxxxx Fargo, as Administrative Agent, each of the Liens and security interests granted to the Former Agent under the Loan Documents, and Xxxxx Fargo, as Administrative Agent, hereby accepts the assignment of all such Liens, for its benefit and for the benefit of the Secured Parties. The Former Agent hereby agrees that if it shall at any time in the future receive any Collateral or proceeds thereof or any other payments or property that are otherwise intended or required to be paid or delivered to the Xxxxx Fargo, as Administrative Agent, pursuant to the terms of any Loan Document. For purposes of this Amendment, the Former Agent will promptly notify Xxxxx Fargo of such fact in writing, and shall, promptly upon receipt thereof, turn such property over to Xxxxx Fargo, as Administrative Agent, in the form received (with any necessary endorsement, but without recourse, representation or warranty). (f) On and after the Closing Date, all items of Collateral, including possessory Collateral held by the Former Agent as security for the Secured Obligations, shall be deemed to be held by the Former Agent as agent and bailee for Xxxxx Fargo, as Administrative Agent for the benefit of the Secured “Related Parties, until such time as such possessory Collateral has been delivered to Xxxxx Fargo, as Administrative Agent. Notwithstanding anything herein to the contrary, the Borrower (on behalf of the Loan Parties) agrees that all of such Liens granted by any Loan Party pursuant to any Loan Document shall in all respects be continuing and in effect and are hereby ratified and reaffirmed. Without limiting the generality of the foregoing, any reference to the Former Agent on any publicly filed document, to the extent such filing relates to the Liens in the Collateral assigned hereby and until such filing is modified to reflect the interests of Xxxxx Fargo, as Administrative Agent, shall” means, with respect to any Person, its affiliates, agents, advisors and sub-agents and the parent company or holding company that controls such Liens and security interests, constitute a reference to the Former Agent as collateral representative of Xxxxx Fargo, as Administrative Agent, solely for the purpose of maintaining the perfection of such LiensPerson. (g) It is acknowledged and agreed by each of the parties hereto that Xxxxx Fargo, solely in succeeding to the position of Administrative Agent (exclusive of its capacity as a Lender hereunder), (i) has undertaken no analysis of the Security Documents or the Collateral and (ii) has made no determination as to (x) the validity, enforceability, effectiveness or priority of any Liens granted or purported to be granted pursuant to the Security Documents or (y) the accuracy or sufficiency of the documents, filings, recordings and other actions taken to create, perfect or maintain the existence, perfection or priority of the Liens granted or purported to be granted pursuant to the Security Documents. Xxxxx Fargo shall be entitled to assume that, as of the Closing Date, all Liens purported to be granted pursuant to the Security Documents are valid and perfected Liens having the priority intended by the Secured Parties. In addition, the Lenders hereby agree that Xxxxx Fargo shall have no liability for failing to have any of the Security Documents or other Loan Documents assigned to them as Administrative Agent. (h) The resignation by the Former Agent pursuant to this Section shall also constitute its resignation as Issuing Bank and Swingline Lender. Xxxxx Fargo shall, as of the Closing Date, succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank and Swingline Lender. SunTrust Bank, as the retiring Issuing Bank and Swingline Lender shall be discharged from all of its duties and obligations hereunder and under the other Loan Documents as Issuing Bank and Swingline Lender, but will be entitled to the continued benefits of any indemnification and other rights provided SunTrust Bank, in its capacity as the Issuing Bank and Swingline Lender under the Existing Credit Agreement (which shall survive following the effectiveness of this Agreement).

Appointment of Successor Administrative Agent. (a) The Lenders and the Borrower acknowledge that SunTrust Bank will resign as the “Administrative Agent” (in such capacity, the “Former Agent”) under the Existing Credit Agreement and other Loan Documents contemporaneous with the effectiveness of this Agreement. The Lenders and the Borrower agree that, on the Closing Date immediately upon the effectiveness of this Agreement, (i) SunTrust Bank has resigned as Administrative Agent under each of the Loan Documents and (ii) Xxxxx Fargo is hereby appointed (and Xxxxx Fargo accepts such appointment) as successor Administrative Agent under this Agreement and other Loan Documents. The Former Agent is discharged from its duties and obligations under this Agreement and the other Loan Documents as Administrative Agent; provided that notwithstanding the effectiveness of such resignation, the provisions of Article IX of this Agreement and similar provisions in the other Loan Documents, together with any and all indemnities and other rights provided to the Former Agent in its capacity as such under the Existing Credit Agreement (which shall survive following the effectiveness of this Agreement), shall continue in effect for the benefit of SunTrust Bank in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent under the Existing Credit Agreement and under the other Loan Documents, as applicable. The agreements contained in this clause (a) shall survive the payment of the Secured Obligations and the termination of the Loan Documents. (b) Each of the parties hereto authorizes (including without limitation to the extent contemplated under Section 9-509 of the Uniform Commercial Code of the State of New York (or any corollary provision of the uniform commercial code of any other state)) Xxxxx Fargo, as Administrative Agent hereunder, to file any UCC assignments or amendments with respect to the UCC Financing Statements and other filings in respect of the Collateral as Xxxxx Fargo deems necessary or desirable to evidence Xxxxx Fargo’s succession as Administrative Agent under the Credit Agreement and the other Loan Documents and each party hereto agrees to execute any documentation reasonably necessary to evidence such succession. (c) Each of the Lenders and the Borrower (on behalf of the Loan Parties) agrees that Xxxxx Fargo, in its capacity as Administrative Agent (and not in its capacity as Lender under this Agreement), shall bear no responsibility or liability for any event, circumstance or condition existing prior to the effectiveness of the appointment of Xxxxx Wells Fargo as the successor Administrative Agent, including (i) with respect to any actions taken or omitted to be taken by the Former Agent while SunTrust Bank served as Administrative Agent under the Existing Credit Agreement and the other Loan Documents, (ii) any of the Collateral, (iii) the Loan Documents or (iv) the transactions contemplated by the Loan Documents (the “Indemnified Events”). Furthermore, the Borrower (on behalf of the Loan Parties) hereby agrees to indemnify and hold harmless Xxxxx Fargo and each of its Related Parties (each an “Indemnified Party”) from and against (and will reimburse each Indemnified Party as the same are incurred for) any and all claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever (including, without limitation, the reasonable fees, disbursements and other charges of counsel) that may at any time be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) any Indemnified Events except to the extent that they are determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of the party seeking indemnification. The agreements contained in this clause (c) shall survive the payment of the Secured Obligations and termination of the Loan Documents. (d) The Former Agent agrees to deliver, or cause to be delivered, to Xxxxx Fargo, as Administrative Agent, without recourse, representation or warranty: (i) copies of all deposit account control agreements and filings with the United States Patent and Trademark Office and in the United States Copyright Office in its custody or possession, and, as reasonably requested by Xxxxx Fargo, other filings, registrations, recordings, consents and notices creating or perfecting the Liens on the Collateral in the custody or control of the Former Agent, (ii) assignments prepared by counsel to the Administrative Agent, in form and substance reasonably satisfactory to the Former Agent and Xxxxx Fargo, of all documents and agreements relating to the Collateral, executed by any Loan Party or any third party in favor of the Former Agent, (iii) certificated securities and related stock powers or other similar instruments held by the Former Agent as possessory Collateral, and (iv) if reasonably requested by Xxxxx Wells Fargo, as Administrative Agent, originals of all Security Documents held by the Former Agent to the extent in its custody or possession. Xxxxx Wells Fargo, as Administrative Agent, agrees to take possession of any possessory collateral delivered to it following the Closing Date upon tender thereof by the Former Agent. (e) Effective as of Closing Date, the Former Agent assigns, without recourse, representation or warranty, to Xxxxx Fargo, as Administrative Agent, each of the Liens and security interests granted to the Former Agent under the Loan Documents, and Xxxxx Fargo, as Administrative Agent, hereby xxxxxx accepts the assignment of all such Liens, for its benefit and for the benefit of the Secured Parties. The Former Agent hereby agrees that if it shall at any time in the future receive any Collateral or proceeds thereof or any other payments or property that are otherwise intended or required to be paid or delivered to the Xxxxx Fargo, as Administrative Agent, pursuant to the terms of any Loan Document, the Former Agent will promptly notify Xxxxx Fargo of such fact in writing, and shall, promptly upon receipt thereof, turn such property over to Xxxxx Fargo, as Administrative Agent, in the form received (with any necessary endorsement, but without recourse, representation or warranty). (f) On and after the Closing Date, all items of Collateral, including possessory Collateral held by the Former Agent as security for the Secured Obligations, shall be deemed to be held by the Former Agent as agent and bailee for Xxxxx Fargo, as Administrative Agent for the benefit of the Secured Parties, until such time as such possessory Collateral has been delivered to Xxxxx Fargo, as Administrative Agent. Notwithstanding anything herein to the contrary, the Borrower (on behalf of the Loan Parties) agrees that all of such Liens granted by any Loan Party pursuant to any Loan Document shall in all respects be continuing and in effect and are hereby ratified and reaffirmed. Without limiting the generality of the foregoing, any reference to the Former Agent on any publicly filed document, to the extent such filing relates to the Liens in the Collateral assigned hereby and until such filing is modified to reflect the interests of Xxxxx Fargo, as Administrative Agent, shall, with respect to such Liens and security interests, constitute a reference to the Former Agent as collateral representative of Xxxxx Fargo, as Administrative Agent, solely for the purpose of maintaining the perfection of such Liens. (g) It is acknowledged and agreed by each of the parties hereto that Xxxxx Fargo, solely in succeeding to the position of Administrative Agent (exclusive of its capacity as a Lender hereunder), (i) has undertaken no analysis of the Security Documents or the Collateral and (ii) has made no determination as to (x) the validity, enforceability, effectiveness or priority of any Liens granted or purported to be granted pursuant to the Security Documents or (y) the accuracy or sufficiency of the documents, filings, recordings and other actions taken to create, perfect or maintain the existence, perfection or priority of the Liens granted or purported to be granted pursuant to the Security Documents. Xxxxx Fargo shall be entitled to assume that, as of the Closing Date, all Liens purported to be granted pursuant to the Security Documents are valid and perfected Liens having the priority intended by the Secured Parties. In addition, the Lenders hereby agree that Xxxxx Fargo shall have no liability for failing to have any of the Security Documents or other Loan Documents assigned to them as Administrative Agent. (h) The resignation by the Former Agent pursuant to this Section shall also constitute its resignation as Issuing Bank and Swingline Lender. Xxxxx Wells Fargo shall, as of the Closing Date, succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank and Swingline Lender. SunTrust Bank, as the retiring Issuing Bank and Swingline Lender shall be discharged from all of its duties and obligations hereunder and under the other Loan Documents as Issuing Bank and Swingline Lender, but will be entitled to the continued benefits of any indemnification and other rights provided SunTrust Bank, in its capacity as the Issuing Bank and Swingline Lender under the Existing Credit Agreement (which shall survive following the effectiveness of this Agreement).

Appointment of Successor Administrative Agent. (a) The Lenders and the Borrower acknowledge that SunTrust Bank will resign as the “Administrative Agent” (in such capacity, the “Former Agent”) under the Existing Credit Agreement and other Loan Documents contemporaneous with the effectiveness of this Agreement. The Lenders and the Borrower agree that, on the Closing Date immediately upon the effectiveness of this Agreement, (i) SunTrust Bank has resigned as Administrative Agent under each of the Loan Documents and (ii) Xxxxx Fargo is hereby appointed (and Xxxxx Wells Fargo accepts such appointment) as successor Administrative Agent under this Agreement and other Loan Documents. The Former Agent is discharged from its duties and obligations under this Agreement and the other Loan Documents as Administrative Agent; provided that notwithstanding the effectiveness of such resignation, the provisions of Article IX of this Agreement and similar provisions in the other Loan Documents, together with any and all indemnities and other rights provided to the Former Agent in its capacity as such under the Existing Credit Agreement (which shall survive following the effectiveness of this Agreement), shall continue in effect for the benefit of SunTrust Bank in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent under the Existing Credit Agreement and under the other Loan Documents, as applicable. The agreements contained in this clause (a) shall survive the payment of the Secured Obligations and the termination of the Loan Documents. (b) Each of the parties hereto authorizes (including without limitation to the extent contemplated under Section 9-509 of the Uniform Commercial Code of the State of New York (or any corollary provision of the uniform commercial code of any other state)) Xxxxx Fargo, as Administrative Agent hereunder, to file any UCC assignments or amendments with respect to the UCC Financing Statements and other filings in respect of the Collateral as Xxxxx Fargo deems necessary or desirable to evidence Xxxxx Fargo’s succession as Administrative Agent under the Credit Agreement and the other Loan Documents and each party hereto agrees to execute any documentation reasonably necessary to evidence such succession. (c) Each of the Lenders and the Borrower (on behalf of the Loan Parties) agrees that Xxxxx Fargo, in its capacity as Administrative Agent (and not in its capacity as Lender under this Agreement), shall bear no responsibility or liability for any event, circumstance or condition existing prior to the effectiveness of the appointment of Xxxxx Wells Fargo as the successor Administrative Agent, including (i) with respect to any actions taken or omitted to be taken by the Former Agent while SunTrust Bank served as Administrative Agent under the Existing Credit Agreement and the other Loan Documents, (ii) any of the Collateral, (iii) the Loan Documents or (iv) the transactions contemplated by the Loan Documents (the “Indemnified Events”). Furthermore, the Borrower (on behalf of the Loan Parties) hereby agrees to indemnify and hold harmless Xxxxx Fargo and each of its Related Parties (each an “Indemnified Party”) from and against (and will reimburse each Indemnified Party as the same are incurred for) any and all claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever (including, without limitation, the reasonable fees, disbursements and other charges of counsel) that may at any time be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) any Indemnified Events except to the extent that they are determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of the party seeking indemnification. The agreements contained in this clause (c) shall survive the payment of the Secured Obligations and termination of the Loan Documents. (d) The Former Agent agrees to deliver, or cause to be delivered, to Xxxxx Fargo, as Administrative Agent, without recourse, representation or warranty: (i) copies of all deposit account control agreements and filings with the United States Patent and Trademark Office and in the United States Copyright Office in its custody or possession, and, as reasonably requested by Xxxxx Fargo, other filings, registrations, recordings, consents and notices creating or perfecting the Liens on the Collateral in the custody or control of the Former Agent, (ii) assignments prepared by counsel to the Administrative Agent, in form and substance reasonably satisfactory to the Former Agent and Xxxxx Fargo, of all documents and agreements relating to the Collateral, executed by any Loan Party or any third party in favor of the Former Agent, (iii) certificated securities and related stock powers or other similar instruments held by the Former Agent as possessory Collateral, and (iv) if reasonably requested by Xxxxx Wells Fargo, as Administrative Agent, originals of all Security Documents held by the Former Agent to the extent in its custody or possession. Xxxxx Wells Fargo, as Administrative Agent, agrees to take possession of any possessory collateral delivered to it following the Closing Date upon tender thereof by the Former Agent. (e) Effective as of Closing Date, the Former Agent assigns, without recourse, representation or warranty, to Xxxxx Fargo, as Administrative Agent, each of the Liens and security interests granted to the Former Agent under the Loan Documents, and Xxxxx Fargo, as Administrative Agent, hereby accepts the assignment of all such Liens, for its benefit and for the benefit of the Secured Parties. The Former Agent hereby agrees that if it shall at any time in the future receive any Collateral or proceeds thereof or any other payments or property that are otherwise intended or required to be paid or delivered to the Xxxxx Fargo, as Administrative Agent, pursuant to the terms of any Loan Document, the Former Agent will promptly notify Xxxxx Fargo of such fact in writing, and shall, promptly upon receipt thereof, turn such property over to Xxxxx Fargo, as Administrative Agent, in the form received (with any necessary endorsement, but without recourse, representation or warranty). (f) On and after the Closing Date, all items of Collateral, including possessory Collateral held by the Former Agent as security for the Secured Obligations, shall be deemed to be held by the Former Agent as agent and bailee for Xxxxx Fargo, as Administrative Agent for the benefit of the Secured Parties, until such time as such possessory Collateral has been delivered to Xxxxx Fargo, as Administrative Agent. Notwithstanding anything herein to the contrary, the Borrower (on behalf of the Loan Parties) agrees that all of such Liens granted by any Loan Party pursuant to any Loan Document shall in all respects be continuing and in effect and are hereby ratified and reaffirmed. Without limiting the generality of the foregoing, any reference to the Former Agent on any publicly filed document, to the extent such filing relates to the Liens in the Collateral assigned hereby and until such filing is modified to reflect the interests of Xxxxx Fargo, as Administrative Agent, shall, with respect to such Liens and security interests, constitute a reference to the Former Agent as collateral representative of Xxxxx Fargo, as Administrative Agent, solely for the purpose of maintaining the perfection of such Liens. (g) It is acknowledged and agreed by each of the parties hereto that Xxxxx Fargo, solely in succeeding to the position of Administrative Agent (exclusive of its capacity as a Lender hereunder), (i) has undertaken no analysis of the Security Documents or the Collateral and (ii) has made no determination as to (x) the validity, enforceability, effectiveness or priority of any Liens granted or purported to be granted pursuant to the Security Documents or (y) the accuracy or sufficiency of the documents, filings, recordings and other actions taken to create, perfect or maintain the existence, perfection or priority of the Liens granted or purported to be granted pursuant to the Security Documents. Xxxxx Fargo shall be entitled to assume that, as of the Closing Date, all Liens purported to be granted pursuant to the Security Documents are valid and perfected Liens having the priority intended by the Secured Parties. In addition, the Lenders hereby agree that Xxxxx Fargo shall have no liability for failing to have any of the Security Documents or other Loan Documents assigned to them as Administrative Agent. (h) The resignation by the Former Agent pursuant to this Section shall also constitute its resignation as Issuing Bank and Swingline Lender. Xxxxx Wells Fargo shall, as of the Closing Date, succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank and Swingline Lender. SunTrust Bank, as the retiring Issuing Bank and Swingline Lender shall be discharged from all of its duties and obligations hereunder and under the other Loan Documents as Issuing Bank and Swingline Lender, but will be entitled to the continued benefits of any indemnification and other rights provided SunTrust Bank, in its capacity as the Issuing Bank and Swingline Lender under the Existing Credit Agreement (which shall survive following the effectiveness of this Agreement).. ARTICLE X

Appointment of Successor Administrative Agent. (a) A. The Required Lenders and the Borrower acknowledge that SunTrust Bank will resign as the “Administrative Agent” (in such capacity, the “Former Agent”) under the Existing Credit Agreement and other Loan Documents contemporaneous with the effectiveness of this Agreement. The Lenders and the Borrower hereby agree that, on the Closing Date immediately upon the effectiveness of this Agreement, (i) SunTrust Bank has resigned effective as Administrative Agent under each of the Loan Documents and (ii) Xxxxx Fargo is hereby Resignation Effective Date, CIBC, acting through one or more of its agencies, branches or affiliates, shall be appointed (and Xxxxx Fargo accepts such appointment) as the successor Administrative Agent under this Agreement and other Loan Documents. The Former Agent is discharged from its duties and obligations under this the Credit Agreement and the other Loan Documents Documents, and CIBC hereby accepts such appointment. The Required Lenders, Bank of America, CIBC and the Borrower hereby agree that upon the effectiveness of the appointment of CIBC as the successor Administrative Agent under the Credit Agreement and the other Loan Documents, (i) CIBC as the successor Administrative Agent shall succeed to and become vested with all the rights, powers and duties of Bank of America as the resigning Administrative Agent, including its rights and powers as an L/C Issuer and as the Swing Line Lender, (ii) Bank of America shall be discharged from its appointment, power and duties as the Administrative Agent, and from its rights, powers and duties as an L/C Issuer (except with respect to any outstanding Letters of Credit issued by Bank of America as an L/C Issuer prior to the Resignation Effective Date, which Bank of America agrees, and the Required Lenders, CIBC and the Borrower acknowledge, may remain outstanding under the Credit Agreement until their respective expiry dates) and as the Swing Line Lender under the Credit Agreement and the other Loan Documents, and (iii) on and after such effectiveness, (x) all references to the "Administrative Agent" and "L/C Issuer" under the Credit Agreement, the Loan Documents and all other related documents shall mean and include CIBC as the Administrative Agent or an L/C Issuer, as applicable, and (y) all references to the "Swing Line Lender" under the Credit Agreement, the Loan Documents and all other related documents shall mean and include CIBC Inc. as the Swing Line Lender. B. The Borrower and its Subsidiaries and Bank of America shall, at the Borrower's cost, make available to CIBC such documents and records and provide such assistance as CIBC may reasonably request for the purpose of performing its function as the successor Administrative Agent under the Credit Agreement, the other Loan Documents and all other related documents, and to effect the assignment of all Security Instruments and the Collateral from Bank of America as the resigning Administrative Agent to CIBC as the successor Administrative Agent under the Credit Agreement and the other Loan Documents, and shall take such other action and execute such other documents as CIBC may reasonably request with respect to the foregoing. C. The Borrower agrees to pay, and (to the extent received from the Borrower) Bank of America hereby agrees to distribute to the Lenders, all unpaid principal, interest and fees owing to any Lender with respect to the Loans for the March 31, 2004 Quarterly Fee Calculation Date on March 31, 2004 (rather than on April 7, 2004, the applicable Quarterly Fee Payment Date for such period); provided that notwithstanding Bank of America shall have delivered its calculations to the effectiveness Borrower with respect to any such principal, interest and fees to be paid to the Lenders as set forth herein no later than 12:00 Noon (New York time) on March 30, 2004, and Bank of America hereby agrees to provide such resignationcalculations to the Borrower so long as the Borrower has not requested any Letters of Credit after 5:00 p.m. (New York time) on March 26, 2004. D. Notwithstanding the amendments set forth in Section 1.3 below, the provisions of Article IX and Sections 10.04 and 10.05 of this Agreement and similar provisions in the other Loan Documents, together with any and all indemnities and other rights provided to the Former Agent in its capacity as such under the Existing Credit Agreement (which shall survive following the effectiveness of this Agreement), shall continue in effect for to inure to the benefit of SunTrust Bank in respect of America as the resigning Administrative Agent as to any actions taken or omitted to be taken by it while it was acting as the Administrative Agent under the Existing Credit Agreement and under the other Loan Documents, as applicable. The agreements contained in this clause (a) shall survive the payment of the Secured Obligations and the termination of the Loan DocumentsAgreement. (b) Each of the parties hereto authorizes (including without limitation to the extent contemplated under Section 9-509 of the Uniform Commercial Code of the State of New York (or any corollary provision of the uniform commercial code of any other state)) Xxxxx Fargo, as Administrative Agent hereunder, to file any UCC assignments or amendments with respect to the UCC Financing Statements and other filings in respect of the Collateral as Xxxxx Fargo deems necessary or desirable to evidence Xxxxx Fargo’s succession as Administrative Agent under the Credit Agreement and the other Loan Documents and each party hereto agrees to execute any documentation reasonably necessary to evidence such succession. (c) Each of the Lenders and the Borrower (on behalf of the Loan Parties) agrees that Xxxxx Fargo, in its capacity as Administrative Agent (and not in its capacity as Lender under this Agreement), shall bear no responsibility or liability for any event, circumstance or condition existing prior to the effectiveness of the appointment of Xxxxx Fargo as the successor Administrative Agent, including (i) with respect to any actions taken or omitted to be taken by the Former Agent while SunTrust Bank served as Administrative Agent under the Existing Credit Agreement and the other Loan Documents, (ii) any of the Collateral, (iii) the Loan Documents or (iv) the transactions contemplated by the Loan Documents (the “Indemnified Events”). Furthermore, the Borrower (on behalf of the Loan Parties) hereby agrees to indemnify and hold harmless Xxxxx Fargo and each of its Related Parties (each an “Indemnified Party”) from and against (and will reimburse each Indemnified Party as the same are incurred for) any and all claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever (including, without limitation, the reasonable fees, disbursements and other charges of counsel) that may at any time be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) any Indemnified Events except to the extent that they are determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of the party seeking indemnification. The agreements contained in this clause (c) shall survive the payment of the Secured Obligations and termination of the Loan Documents. (d) The Former Agent agrees to deliver, or cause to be delivered, to Xxxxx Fargo, as Administrative Agent, without recourse, representation or warranty: (i) copies of all deposit account control agreements and filings with the United States Patent and Trademark Office and in the United States Copyright Office in its custody or possession, and, as reasonably requested by Xxxxx Fargo, other filings, registrations, recordings, consents and notices creating or perfecting the Liens on the Collateral in the custody or control of the Former Agent, (ii) assignments prepared by counsel to the Administrative Agent, in form and substance reasonably satisfactory to the Former Agent and Xxxxx Fargo, of all documents and agreements relating to the Collateral, executed by any Loan Party or any third party in favor of the Former Agent, (iii) certificated securities and related stock powers or other similar instruments held by the Former Agent as possessory Collateral, and (iv) if reasonably requested by Xxxxx Fargo, as Administrative Agent, originals of all Security Documents held by the Former Agent to the extent in its custody or possession. Xxxxx Fargo, as Administrative Agent, agrees to take possession of any possessory collateral delivered to it following the Closing Date upon tender thereof by the Former Agent. (e) Effective as of Closing Date, the Former Agent assigns, without recourse, representation or warranty, to Xxxxx Fargo, as Administrative Agent, each of the Liens and security interests granted to the Former Agent under the Loan Documents, and Xxxxx Fargo, as Administrative Agent, hereby accepts the assignment of all such Liens, for its benefit and for the benefit of the Secured Parties. The Former Agent hereby agrees that if it shall at any time in the future receive any Collateral or proceeds thereof or any other payments or property that are otherwise intended or required to be paid or delivered to the Xxxxx Fargo, as Administrative Agent, pursuant to the terms of any Loan Document, the Former Agent will promptly notify Xxxxx Fargo of such fact in writing, and shall, promptly upon receipt thereof, turn such property over to Xxxxx Fargo, as Administrative Agent, in the form received (with any necessary endorsement, but without recourse, representation or warranty). (f) On and after the Closing Date, all items of Collateral, including possessory Collateral held by the Former Agent as security for the Secured Obligations, shall be deemed to be held by the Former Agent as agent and bailee for Xxxxx Fargo, as Administrative Agent for the benefit of the Secured Parties, until such time as such possessory Collateral has been delivered to Xxxxx Fargo, as Administrative Agent. Notwithstanding anything herein to the contrary, the Borrower (on behalf of the Loan Parties) agrees that all of such Liens granted by any Loan Party pursuant to any Loan Document shall in all respects be continuing and in effect and are hereby ratified and reaffirmed. Without limiting the generality of the foregoing, any reference to the Former Agent on any publicly filed document, to the extent such filing relates to the Liens in the Collateral assigned hereby and until such filing is modified to reflect the interests of Xxxxx Fargo, as Administrative Agent, shall, with respect to such Liens and security interests, constitute a reference to the Former Agent as collateral representative of Xxxxx Fargo, as Administrative Agent, solely for the purpose of maintaining the perfection of such Liens. (g) It is acknowledged and agreed by each of the parties hereto that Xxxxx Fargo, solely in succeeding to the position of Administrative Agent (exclusive of its capacity as a Lender hereunder), (i) has undertaken no analysis of the Security Documents or the Collateral and (ii) has made no determination as to (x) the validity, enforceability, effectiveness or priority of any Liens granted or purported to be granted pursuant to the Security Documents or (y) the accuracy or sufficiency of the documents, filings, recordings and other actions taken to create, perfect or maintain the existence, perfection or priority of the Liens granted or purported to be granted pursuant to the Security Documents. Xxxxx Fargo shall be entitled to assume that, as of the Closing Date, all Liens purported to be granted pursuant to the Security Documents are valid and perfected Liens having the priority intended by the Secured Parties. In addition, the Lenders hereby agree that Xxxxx Fargo shall have no liability for failing to have any of the Security Documents or other Loan Documents assigned to them as Administrative Agent. (h) The resignation by the Former Agent pursuant to this Section shall also constitute its resignation as Issuing Bank and Swingline Lender. Xxxxx Fargo shall, as of the Closing Date, succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank and Swingline Lender. SunTrust Bank, as the retiring Issuing Bank and Swingline Lender shall be discharged from all of its duties and obligations hereunder and under the other Loan Documents as Issuing Bank and Swingline Lender, but will be entitled to the continued benefits of any indemnification and other rights provided SunTrust Bank, in its capacity as the Issuing Bank and Swingline Lender under the Existing Credit Agreement (which shall survive following the effectiveness of this Agreement).

Appointment of Successor Administrative Agent. (a) The Lenders and the Borrower acknowledge that SunTrust Bank will resign as the “Administrative Agent” (in such capacity, the “Former Agent”) under the Existing Credit Agreement and other Loan Documents contemporaneous with the effectiveness of this Agreement. The Lenders and the Borrower agree that, on the Closing Date immediately upon the effectiveness of this Agreement, (i) SunTrust Bank has resigned as Administrative Agent under each of the Loan Documents and (ii) Xxxxx Fargo is hereby appointed (and Xxxxx Fargo accepts such appointment) as successor Administrative Agent under this Agreement and other Loan Documents. The Former Agent is discharged from its duties and obligations under this Agreement and the other Loan Documents as Administrative Agent; , provided that notwithstanding the effectiveness of such resignation, the provisions of Article IX of this Agreement and similar provisions in the other Loan Documents, together with any and all indemnities and other rights provided to the Former Agent in its capacity as such under the Existing Credit Agreement (which shall survive following the effectiveness of this Agreement), shall continue in effect for the benefit of SunTrust Bank in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent under the Existing Credit Agreement and under the other Loan Documents, as applicable. The agreements contained in this clause (a) shall survive the payment of the Secured Obligations and the termination of the Loan Documents. (b) Each of the parties hereto authorizes (including without limitation to the extent contemplated under Section 9-509 of the Uniform Commercial Code of the State of New York (or any corollary provision of the uniform commercial code of any other state)) Xxxxx Fargo, as Administrative Agent hereunder, to file any UCC assignments or amendments with respect to the UCC Financing Statements and other filings in respect of the Collateral as Xxxxx Fargo deems necessary or desirable to evidence Xxxxx Fargo’s succession as Administrative Agent under the Credit Agreement and the other Loan Documents and each party hereto agrees to execute any documentation reasonably necessary to evidence such succession. (c) Each of the Lenders and the Borrower (on behalf of the Loan Parties) agrees that Xxxxx Fargo, in its capacity as Administrative Agent (and not in its capacity as Lender under this Agreement), shall bear no responsibility or liability for any event, circumstance or condition existing prior to the effectiveness of the appointment of Xxxxx Fargo as the successor Administrative Agent, including (i) with respect to any actions taken or omitted to be taken by the Former Agent while SunTrust Bank served as Administrative Agent under the Existing Credit Agreement and the other Loan Documents, (ii) any of the Collateral, (iii) the Loan Documents or (iv) the transactions contemplated by the Loan Documents (the “Indemnified Events”). Furthermore, the Borrower (on behalf of the Loan Parties) hereby agrees to indemnify and hold harmless Xxxxx Fargo and each of its Related Parties (each an “Indemnified Party”) from and against (and will reimburse each Indemnified Party as the same are incurred for) any and all claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever (including, without limitation, the reasonable fees, disbursements and other charges of counsel) that may at any time be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) any Indemnified Events except to the extent that they are determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of the party seeking indemnification. The agreements contained in this clause (c) shall survive the payment of the Secured Obligations and termination of the Loan Documents. (d) The Former Agent agrees to deliver, or cause to be delivered, to Xxxxx Fargo, as Administrative Agent, without recourse, representation or warranty: (i) copies of all deposit account control agreements and filings with the United States Patent and Trademark Office and in the United States Copyright Office in its custody or possession, and, as reasonably requested by Xxxxx Fargo, other filings, registrations, recordings, consents and notices creating or perfecting the Liens on the Collateral in the custody or control of the Former Agent, (ii) assignments prepared by counsel to the Administrative Agent, in form and substance reasonably satisfactory to the Former Agent and Xxxxx Fargo, of all documents and agreements relating to the Collateral, executed by any Loan Party or any third party in favor of the Former Agent, (iii) certificated securities and related stock powers or other similar instruments held by the Former Agent as possessory Collateral, and (iv) if reasonably requested by Xxxxx Fargo, as Administrative Agent, originals of all Security Documents held by the Former Agent to the extent in its custody or possession. Xxxxx Fargo, as Administrative Agent, agrees to take possession of any possessory collateral delivered to it following the Closing Date upon tender thereof by the Former Agent. (e) Effective as of Closing Date, the Former Agent assigns, without recourse, representation or warranty, to Xxxxx Fargo, as Administrative Agent, each of the Liens and security interests granted to the Former Agent under the Loan Documents, and Xxxxx Fargo, as Administrative Agent, hereby accepts the assignment of all such Liens, for its benefit and for the benefit of the Secured Parties. The Former Agent hereby agrees that if it shall at any time in the future receive any Collateral or proceeds thereof or any other payments or property that are otherwise intended or required to be paid or delivered to the Xxxxx Fargo, as Administrative Agent, pursuant to the terms of any Loan Document, the Former Agent will promptly notify Xxxxx Fargo of such fact in writing, and shall, promptly upon receipt thereof, turn such property over to Xxxxx Fargo, as Administrative Agent, in the form received (with any necessary endorsement, but without recourse, representation or warranty). (f) On and after the Closing Date, all items of Collateral, including possessory Collateral held by the Former Agent as security for the Secured Obligations, shall be deemed to be held by the Former Agent as agent and bailee for Xxxxx Fargo, as Administrative Agent for the benefit of the Secured Parties, until such time as such possessory Collateral has been delivered to Xxxxx Fargo, as Administrative Agent. Notwithstanding anything herein to the contrary, the Borrower (on behalf of the Loan Parties) agrees that all of such Liens granted by any Loan Party pursuant to any Loan Document shall in all respects be continuing and in effect and are hereby ratified and reaffirmed. Without limiting the generality of the foregoing, any reference to the Former Agent on any publicly filed document, to the extent such filing relates to the Liens in the Collateral assigned hereby and until such filing is modified to reflect the interests of Xxxxx Fargo, as Administrative Agent, shall, with respect to such Liens and security interests, constitute a reference to the Former Agent as collateral representative of Xxxxx Fargo, as Administrative Agent, solely for the purpose of maintaining the perfection of such Liens. (g) It is acknowledged and agreed by each of the parties hereto that Xxxxx Fargo, solely in succeeding to the position of Administrative Agent (exclusive of its capacity as a Lender hereunder), (i) has undertaken no analysis of the Security Documents or the Collateral and (ii) has made no determination as to (x) the validity, enforceability, effectiveness or priority of any Liens granted or purported to be granted pursuant to the Security Documents or (y) the accuracy or sufficiency of the documents, filings, recordings and other actions taken to create, perfect or maintain the existence, perfection or priority of the Liens granted or purported to be granted pursuant to the Security Documents. Xxxxx Fargo shall be entitled to assume that, as of the Closing Date, all Liens purported to be granted pursuant to the Security Documents are valid and perfected Liens having the priority intended by the Secured Parties. In addition, the Lenders hereby agree that Xxxxx Fargo shall have no liability for failing to have any of the Security Documents or other Loan Documents assigned to them as Administrative Agent. (h) The resignation by the Former Agent pursuant to this Section shall also constitute its resignation as Issuing Bank and Swingline Lender. Xxxxx Fargo shall, as of the Closing Date, succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank and Swingline Lender. SunTrust Bank, as the retiring Issuing Bank and Swingline Lender shall be discharged from all of its duties and obligations hereunder and under the other Loan Documents as Issuing Bank and Swingline Lender, but will be entitled to the continued benefits of any indemnification and other rights provided SunTrust Bank, in its capacity as the Issuing Bank and Swingline Lender under the Existing Credit Agreement (which shall survive following the effectiveness of this Agreement).

Appointment of Successor Administrative Agent. (a) The Lenders and Pursuant to Section 9.09 of the Borrower acknowledge that SunTrust Bank will resign Existing Credit Agreement, effective as of the Second Amendment Effective Date, the Existing Administrative Agent resigns as the “Administrative Agentadministrative agent” (in such capacity, the “Former Agent”) under the Existing Amended Credit Agreement and other Loan Documents contemporaneous with the effectiveness of this Agreement. The Lenders and the Borrower agree that, on the Closing Date immediately upon the effectiveness of this Agreement, (i) SunTrust Bank has resigned as Administrative Agent under each of the Loan Documents and (ii) Xxxxx Fargo is hereby appointed (and Xxxxx Fargo accepts such appointment) as successor Administrative Agent under this Agreement and other Loan Documents. The Former Agent is discharged from its duties and obligations under this Agreement and the other Loan Documents Documents. On and as of the Second Amendment Effective Date, the Existing Administrative Agent; ’s rights, powers and duties (other than such rights expressly provided that notwithstanding herein) as “administrative agent” thereunder shall be terminated, without any further act or deed on the effectiveness part of such resignation, the provisions Existing Administrative Agent or any of Article IX of this the parties to the Amended Credit Agreement and similar provisions in or the other Loan Documents, together with any and all indemnities and other rights provided to the Former Agent in its capacity as such under the Existing Credit Agreement (which shall survive following the effectiveness of this Agreement), shall continue in effect for the benefit of SunTrust Bank in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent under the Existing Credit Agreement and under the other Loan Documents, as applicable. The agreements contained in this clause (a) shall survive the payment of the Secured Obligations and the termination of the Loan Documents. (b) Each On and as of the parties Second Amendment Effective Date, (i) the Lenders party hereto authorizes (including without limitation to constituting the extent contemplated under Section 9-509 Required Lenders) hereby appoint, with the consent of the Uniform Commercial Code Borrower, in accordance with Section 9.09 of the State of New York (or any corollary provision of Amended Credit Agreement, the uniform commercial code of any other state)) Xxxxx Fargo, as Successor Administrative Agent hereunderas the “Administrative Agent” under the Amended Credit Agreement, to file any UCC assignments or amendments with respect to (ii) the UCC Financing Statements and other filings in respect of the Collateral as Xxxxx Fargo deems necessary or desirable to evidence Xxxxx Fargo’s succession as Successor Administrative Agent hereby accepts its appointment as the “Administrative Agent” under the Credit Agreement and the any other Loan Documents and each party hereto agrees to execute (iii) the Successor Administrative Agent, as the Administrative Agent, shall succeed to, and be vested with, all of the rights, powers and duties of the Administrative Agent under the Amended Credit Agreement and any documentation reasonably necessary to evidence such successionother Loan Documents; provided, that the Existing Administrative Agent shall remain the Collateral Agent under the Amended Credit Agreement as provided for therein. (c) Each For the purposes of Section 5.14 of the Lenders First Lien Intercreditor Agreement and notwithstanding anything in the Borrower (on behalf First Lien Intercreditor Agreement as of the Second Amendment Effective Date to the contrary, on and from the Second Amendment Effective Date, Barclays Bank PLC will act in the capacity of First Lien Term Loan Administrative Agent (as defined in the First Lien Intercreditor Agreement) and Citibank, N.A. will act in the capacity of First Lien Term Loan Collateral Agent (as defined in the First Lien Intercreditor Agreement) (acting at the instruction of the First Lien Term Loan Administrative Agent, the Applicable Authorized Representative and/or the Required First Lien Term Loan Lenders, in each case, as provided for in the First Lien Intercreditor Agreement) solely for the First Lien Term Loan Secured Parties, in each case, for all purposes thereunder. (d) agrees The parties hereto agree that Xxxxx Fargoneither Citibank, N.A., in its individual capacity and in its capacity as the Existing Administrative Agent (and not in Agent, nor any of its capacity as Lender under this Agreement)Affiliates, shall bear no any responsibility or liability for any event, circumstance or condition existing prior to the effectiveness of the appointment of Xxxxx Fargo as the successor Administrative Agent, including (i) with respect to any actions taken or omitted to be taken by the Former Agent while SunTrust Bank served as Successor Administrative Agent or otherwise under this Amendment or, on and after the Second Amendment Effective Date, the Amended Credit Agreement or the other Loan Documents. The parties hereto agree that Barclays Bank PLC, in its individual capacity and in its capacity as the Successor Administrative Agent, shall bear no responsibility or liability for any actions taken or omitted to be taken by Citibank, N.A. in its capacity as the Existing Administrative Agent under the Existing Credit Agreement or the other Loan Documents prior to the Second Amendment Effective Date or otherwise under this Amendment. (e) The Lenders party hereto (constituting the Required Lenders) and each other party hereto agree to, and approve, on a date after the Second Amendment Effective Date, the resignation of Citibank, N.A. as the “collateral agent” (the “Resigning Collateral Agent”) under the Amended Credit Agreement and the other Loan Documents and the appointment of Barclays Bank PLC as successor “collateral agent” (the “Successor Collateral Agent”) under the Amended Credit Agreement and the other Loan Documents. The Lenders party hereto (constituting the Required Lenders) and each other party hereto approve and authorize all documentation entered into by the Resigning Collateral Agent and the Successor Collateral Agent to effect such resignation and appointment and to assign to the Successor Collateral Agent for its benefit and for the benefit of the Secured Parties each of the Liens and security interests granted to the Resigning Collateral Agent in its capacity as “collateral agent” under the Loan Documents, and no further action by the Lenders shall be required to effect such documentation and assignment of collateral. The Borrower, the Resigning Collateral Agent and the Successor Collateral Agent agree to use commercially reasonable efforts to effect such resignation and appointment within 15 calendar days of the Second Amendment Effective Date. (f) On and after the Second Amendment Effective Date, each party hereto agrees that (a) as set forth in Section 9.09 of the Amended Credit Agreement, the provisions of Article IX and Sections 10.04 and 10.05 of the Amended Credit Agreement shall inure to the benefit of the Existing Administrative Agent (and, as and to the extent provided therein, its officers, directors, employees, affiliates, agents, sub-agents, advisors and controlling persons (collectively, the “Related Parties”)) as to any actions taken or omitted to be taken while it was “Administrative Agent” under the Existing Credit Agreement and the other Loan Documents and (b) the Successor Administrative Agent shall receive all of the benefits, indemnifications and exculpations provided for in the Amended Credit Agreement (including without limitation under the provisions of Article IX and Sections 10.04 and 10.05 therein) that are stated therein to apply to the “Administrative Agent” from and after the Second Amendment Effective Date. The Existing Administrative Agent shall retain all claims and rights to indemnification under the Amended Credit Agreement and the other Loan Documents for acts, omissions, events or circumstances occurring or existing on or prior to the Second Amendment Effective Date in its capacity as “Administrative Agent” under the Existing Credit Agreement and the other Loan Documents, (ii) any of . The Borrower shall promptly reimburse the Collateral, (iii) the Loan Documents or (iv) the transactions contemplated Existing Administrative Agent following written demand for all out-of-pocket costs and expenses incurred by the Loan Documents (the “Indemnified Events”). Furthermore, the Borrower (on behalf of the Loan Parties) hereby agrees to indemnify and hold harmless Xxxxx Fargo and each of its Related Parties (each an “Indemnified Party”) from and against (and will reimburse each Indemnified Party as the same are incurred for) any and all claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever (including, without limitation, the reasonable fees, disbursements and other charges of counsel) that may at any time be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, Existing Administrative Agent in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) any Indemnified Events except to the extent that they are determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of the party seeking indemnification. The agreements contained in this clause (c) shall survive the payment of the Secured Obligations and termination of the Loan Documents. (d) The Former Agent agrees to deliver, or cause to be delivered, to Xxxxx Fargo, as Administrative Agent, without recourse, representation or warranty: (i) copies of all deposit account control agreements and filings with the United States Patent and Trademark Office and in the United States Copyright Office in its custody or possession, and, as reasonably requested by Xxxxx Fargo, other filings, registrations, recordings, consents and notices creating or perfecting the Liens on the Collateral in the custody or control of the Former Agent, (ii) assignments prepared by counsel to the Administrative Agent, in form and substance reasonably satisfactory to the Former Agent and Xxxxx Fargo, of all documents and agreements relating to the Collateral, executed by any Loan Party or any third party in favor of the Former Agent, (iii) certificated securities and related stock powers or other similar instruments held by the Former Agent as possessory Collateral, and (iv) if reasonably requested by Xxxxx Fargo, as Administrative Agent, originals of all Security Documents held by the Former Agent to the extent in its custody or possession. Xxxxx Fargo, as Administrative Agent, agrees to take possession of any possessory collateral delivered to it following the Closing Date upon tender thereof by the Former Agent. (e) Effective as of Closing Date, the Former Agent assigns, without recourse, representation or warranty, to Xxxxx Fargo, as Administrative Agent, each of the Liens and security interests granted to the Former Agent under the Loan Documents, and Xxxxx Fargo, as Administrative Agent, hereby accepts the assignment of all such Liens, for its benefit and for the benefit of the Secured Parties. The Former Agent hereby agrees that if it shall at any time in the future receive any Collateral or proceeds thereof or any other payments or property that are otherwise intended or required to be paid or delivered to the Xxxxx Fargo, as Administrative Agent, pursuant to the terms of any Loan Document, the Former Agent will promptly notify Xxxxx Fargo of such fact in writing, and shall, promptly upon receipt thereof, turn such property over to Xxxxx Fargo, as Administrative Agent, in the form received (with any necessary endorsement, but without recourse, representation or warranty). (f) On and after the Closing Date, all items of Collateral, including possessory Collateral held by the Former Agent as security for the Secured Obligations, shall be deemed to be held by the Former Agent as agent and bailee for Xxxxx Fargo, as Administrative Agent for the benefit of the Secured Parties, until such time as such possessory Collateral has been delivered to Xxxxx Fargo, as Administrative Agent. Notwithstanding anything herein to the contrary, the Borrower (on behalf of the Loan Parties) agrees that all of such Liens granted by any Loan Party pursuant to any Loan Document shall in all respects be continuing and in effect and are hereby ratified and reaffirmed. Without limiting the generality of the foregoing, any reference to the Former Agent on any publicly filed document, to the extent such filing relates to the Liens in the Collateral assigned hereby and until such filing is modified to reflect the interests of Xxxxx Fargo, as Administrative Agent, shall, with respect to such Liens and security interests, constitute a reference to the Former Agent as collateral representative of Xxxxx Fargo, as Administrative Agent, solely for the purpose of maintaining the perfection of such Liens. (g) It is acknowledged and agreed by each of the parties hereto that Xxxxx Fargo, solely in succeeding to the position of Administrative Agent (exclusive of its capacity as a Lender hereunder), (i) has undertaken no analysis of the Security Documents or the Collateral and (ii) has made no determination as to (x) the validity, enforceability, effectiveness or priority of any Liens granted or purported to be granted pursuant to the Security Documents or (y) the accuracy or sufficiency of the documents, filings, recordings and other actions taken to create, perfect or maintain the existence, perfection or priority of the Liens granted or purported to be granted pursuant to the Security Documents. Xxxxx Fargo shall be entitled to assume that, as of the Closing Date, all Liens purported to be granted pursuant to the Security Documents are valid and perfected Liens having the priority intended by the Secured Parties. In addition, the Lenders hereby agree that Xxxxx Fargo shall have no liability for failing to have any of the Security Documents or other Loan Documents assigned to them as Administrative Agent. (h) The resignation by the Former Agent pursuant to this Section shall also constitute its resignation as Issuing Bank and Swingline Lender. Xxxxx Fargo shall, as of the Closing Date, succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank and Swingline Lender. SunTrust Bank, as the retiring Issuing Bank and Swingline Lender shall be discharged from all of its duties and obligations hereunder and under the other Loan Documents as Issuing Bank and Swingline Lender, but will be entitled to the continued benefits of any indemnification and other rights provided SunTrust Bank, in its capacity as the Issuing Bank and Swingline Lender under the Existing Credit Agreement (which shall survive following the effectiveness of this Agreement)Amendment.

Appointment of Successor Administrative Agent. (a) The Lenders and Pursuant to Section 9.09 of the Borrower acknowledge that SunTrust Bank will resign Existing Credit Agreement, effective as of the First Amendment Effective Date, the Existing Administrative Agent resigns as the “Administrative Agentadministrative agent” (in such capacity, the “Former Agent”) under the Existing Amended Credit Agreement and other Loan Documents contemporaneous with the effectiveness of this Agreement. The Lenders and the Borrower agree that, on the Closing Date immediately upon the effectiveness of this Agreement, (i) SunTrust Bank has resigned as Administrative Agent under each of the Loan Documents and (ii) Xxxxx Fargo is hereby appointed (and Xxxxx Fargo accepts such appointment) as successor Administrative Agent under this Agreement and other Loan Documents. The Former Agent is discharged from its duties and obligations under this Agreement and the other Loan Documents Documents. On and as of the First Amendment Effective Date, the Existing Administrative Agent; ’s rights, powers and duties (other than such rights expressly provided that notwithstanding herein) as “administrative agent” thereunder shall be terminated, without any further act or deed on the effectiveness part of such resignation, the provisions Existing Administrative Agent or any of Article IX of this the parties to the Amended Credit Agreement and similar provisions in or the other Loan Documents, together with any and all indemnities and other rights provided to the Former Agent in its capacity as such under the Existing Credit Agreement (which shall survive following the effectiveness of this Agreement), shall continue in effect for the benefit of SunTrust Bank in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent under the Existing Credit Agreement and under the other Loan Documents, as applicable. The agreements contained in this clause (a) shall survive the payment of the Secured Obligations and the termination of the Loan Documents. (b) Each On and as of the parties First Amendment Effective Date, (i) the Lenders party hereto authorizes (including without limitation to constituting the extent contemplated under Section 9-509 Required Lenders) hereby appoint, with the consent of the Uniform Commercial Code Borrower, in accordance with Section 9.09 of the State of New York (or any corollary provision of Amended Credit Agreement, the uniform commercial code of any other state)) Xxxxx Fargo, as Successor Administrative Agent hereunderas the “Administrative Agent” under the Amended Credit Agreement, to file any UCC assignments or amendments with respect to (ii) the UCC Financing Statements and other filings in respect of the Collateral as Xxxxx Fargo deems necessary or desirable to evidence Xxxxx Fargo’s succession as Successor Administrative Agent hereby accepts its appointment as the “Administrative Agent” under the Credit Agreement and the any other Loan Documents and each party hereto agrees to execute (iii) the Successor Administrative Agent, as the Administrative Agent, shall succeed to, and be vested with, all of the rights, powers and duties of the Administrative Agent under the Amended Credit Agreement and any documentation reasonably necessary to evidence such successionother Loan Documents; provided, that the Existing Administrative Agent shall remain the Collateral Agent under the Amended Credit Agreement as provided for therein. (c) Each For the purposes of Section 5.14 of the Lenders First Lien Intercreditor Agreement and notwithstanding anything in the Borrower (on behalf First Lien Intercreditor Agreement as of the First Amendment Effective Date to the contrary, on and from the First Amendment Effective Date, Citibank, N.A. will act in the capacity of First Lien Term Loan Administrative Agent (as defined in the First Lien Intercreditor Agreement) and Barclays Bank PLC will act in the capacity of First Lien Term Loan Collateral Agent (as defined in the First Lien Intercreditor Agreement) (acting at the instruction of the First Lien Term Loan Administrative Agent, the Applicable Authorized Representative and/or the Required First Lien Term Loan Lenders, in each case, as provided for in the First Lien Intercreditor Agreement) solely for the First Lien Term Loan Secured Parties, in each case, for all purposes thereunder. (d) agrees The parties hereto agree that Xxxxx Fargoneither Barclays Bank PLC, in its individual capacity and in its capacity as the Existing Administrative Agent (and not in Agent, nor any of its capacity as Lender under this Agreement)Affiliates, shall bear no any responsibility or liability for any event, circumstance or condition existing prior to the effectiveness of the appointment of Xxxxx Fargo as the successor Administrative Agent, including (i) with respect to any actions taken or omitted to be taken by the Former Agent while SunTrust Bank served as Successor Administrative Agent or otherwise under this Amendment or, on and after the First Amendment Effective Date, the Amended Credit Agreement or the other Loan Documents. The parties hereto agree that Citibank N.A., in its individual capacity and in its capacity as the Successor Administrative Agent, shall bear no responsibility or liability for any actions taken or omitted to be taken by Barclays Bank PLC in its capacity as the Existing Administrative Agent under the Existing Credit Agreement or the other Loan Documents prior to the First Amendment Effective Date or otherwise under this Amendment. (e) The Lenders party hereto (constituting the Required Lenders) and each other party hereto agree to, and approve, on a date after the First Amendment Effective Date, the resignation of Barclays Bank PLC as the “collateral agent” (the “Resigning Collateral Agent”) under the Amended Credit Agreement and the other Loan Documents and the appointment of Citibank, N.A. as successor “collateral agent” (the “Successor Collateral Agent”) under the Amended Credit Agreement and the other Loan Documents. The Lenders party hereto (constituting the Required Lenders) and each other party hereto approve and authorize all documentation entered into by the Resigning Collateral Agent and the Successor Collateral Agent to effect such resignation and appointment and to assign to the Successor Collateral Agent for its benefit and for the benefit of the Secured Parties each of the Liens and security interests granted to the Resigning Collateral Agent in its capacity as “collateral agent” under the Loan Documents, and no further action by the Lenders shall be required to effect such documentation and assignment of collateral. The Borrower, the Resigning Collateral Agent and the Successor Collateral Agent agree to use commercially reasonable efforts to effect such resignation and appointment within 15 calendar days of the First Amendment Effective Date. (f) On and after the First Amendment Effective Date, each party hereto agrees that (a) as set forth in Section 9.09 of the Amended Credit Agreement, the provisions of Article IX and Sections 10.04 and 10.05 of the Amended Credit Agreement shall inure to the benefit of the Existing Administrative Agent (and, as and to the extent provided therein, its officers, directors, employees, affiliates, agents, sub-agents, advisors and controlling persons (collectively, the “Related Parties”)) as to any actions taken or omitted to be taken while it was “Administrative Agent” under the Existing Credit Agreement and the other Loan Documents and (b) the Successor Administrative Agent shall receive all of the benefits, indemnifications and exculpations provided for in the Amended Credit Agreement (including without limitation under the provisions of Article IX and Sections 10.04 and 10.05 therein) that are stated therein to apply to the “Administrative Agent” from and after the First Amendment Effective Date. The Existing Administrative Agent shall retain all claims and rights to indemnification under the Amended Credit Agreement and the other Loan Documents for acts, omissions, events or circumstances occurring or existing on or prior to the First Amendment Effective Date in its capacity as “Administrative Agent” under the Existing Credit Agreement and the other Loan Documents, (ii) any of . The Borrower shall promptly reimburse the Collateral, (iii) the Loan Documents or (iv) the transactions contemplated Existing Administrative Agent following written demand for all out-of-pocket costs and expenses incurred by the Loan Documents (the “Indemnified Events”). Furthermore, the Borrower (on behalf of the Loan Parties) hereby agrees to indemnify and hold harmless Xxxxx Fargo and each of its Related Parties (each an “Indemnified Party”) from and against (and will reimburse each Indemnified Party as the same are incurred for) any and all claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever (including, without limitation, the reasonable fees, disbursements and other charges of counsel) that may at any time be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, Existing Administrative Agent in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) any Indemnified Events except to the extent that they are determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of the party seeking indemnification. The agreements contained in this clause (c) shall survive the payment of the Secured Obligations and termination of the Loan Documents. (d) The Former Agent agrees to deliver, or cause to be delivered, to Xxxxx Fargo, as Administrative Agent, without recourse, representation or warranty: (i) copies of all deposit account control agreements and filings with the United States Patent and Trademark Office and in the United States Copyright Office in its custody or possession, and, as reasonably requested by Xxxxx Fargo, other filings, registrations, recordings, consents and notices creating or perfecting the Liens on the Collateral in the custody or control of the Former Agent, (ii) assignments prepared by counsel to the Administrative Agent, in form and substance reasonably satisfactory to the Former Agent and Xxxxx Fargo, of all documents and agreements relating to the Collateral, executed by any Loan Party or any third party in favor of the Former Agent, (iii) certificated securities and related stock powers or other similar instruments held by the Former Agent as possessory Collateral, and (iv) if reasonably requested by Xxxxx Fargo, as Administrative Agent, originals of all Security Documents held by the Former Agent to the extent in its custody or possession. Xxxxx Fargo, as Administrative Agent, agrees to take possession of any possessory collateral delivered to it following the Closing Date upon tender thereof by the Former Agent. (e) Effective as of Closing Date, the Former Agent assigns, without recourse, representation or warranty, to Xxxxx Fargo, as Administrative Agent, each of the Liens and security interests granted to the Former Agent under the Loan Documents, and Xxxxx Fargo, as Administrative Agent, hereby accepts the assignment of all such Liens, for its benefit and for the benefit of the Secured Parties. The Former Agent hereby agrees that if it shall at any time in the future receive any Collateral or proceeds thereof or any other payments or property that are otherwise intended or required to be paid or delivered to the Xxxxx Fargo, as Administrative Agent, pursuant to the terms of any Loan Document, the Former Agent will promptly notify Xxxxx Fargo of such fact in writing, and shall, promptly upon receipt thereof, turn such property over to Xxxxx Fargo, as Administrative Agent, in the form received (with any necessary endorsement, but without recourse, representation or warranty). (f) On and after the Closing Date, all items of Collateral, including possessory Collateral held by the Former Agent as security for the Secured Obligations, shall be deemed to be held by the Former Agent as agent and bailee for Xxxxx Fargo, as Administrative Agent for the benefit of the Secured Parties, until such time as such possessory Collateral has been delivered to Xxxxx Fargo, as Administrative Agent. Notwithstanding anything herein to the contrary, the Borrower (on behalf of the Loan Parties) agrees that all of such Liens granted by any Loan Party pursuant to any Loan Document shall in all respects be continuing and in effect and are hereby ratified and reaffirmed. Without limiting the generality of the foregoing, any reference to the Former Agent on any publicly filed document, to the extent such filing relates to the Liens in the Collateral assigned hereby and until such filing is modified to reflect the interests of Xxxxx Fargo, as Administrative Agent, shall, with respect to such Liens and security interests, constitute a reference to the Former Agent as collateral representative of Xxxxx Fargo, as Administrative Agent, solely for the purpose of maintaining the perfection of such Liens. (g) It is acknowledged and agreed by each of the parties hereto that Xxxxx Fargo, solely in succeeding to the position of Administrative Agent (exclusive of its capacity as a Lender hereunder), (i) has undertaken no analysis of the Security Documents or the Collateral and (ii) has made no determination as to (x) the validity, enforceability, effectiveness or priority of any Liens granted or purported to be granted pursuant to the Security Documents or (y) the accuracy or sufficiency of the documents, filings, recordings and other actions taken to create, perfect or maintain the existence, perfection or priority of the Liens granted or purported to be granted pursuant to the Security Documents. Xxxxx Fargo shall be entitled to assume that, as of the Closing Date, all Liens purported to be granted pursuant to the Security Documents are valid and perfected Liens having the priority intended by the Secured Parties. In addition, the Lenders hereby agree that Xxxxx Fargo shall have no liability for failing to have any of the Security Documents or other Loan Documents assigned to them as Administrative Agent. (h) The resignation by the Former Agent pursuant to this Section shall also constitute its resignation as Issuing Bank and Swingline Lender. Xxxxx Fargo shall, as of the Closing Date, succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank and Swingline Lender. SunTrust Bank, as the retiring Issuing Bank and Swingline Lender shall be discharged from all of its duties and obligations hereunder and under the other Loan Documents as Issuing Bank and Swingline Lender, but will be entitled to the continued benefits of any indemnification and other rights provided SunTrust Bank, in its capacity as the Issuing Bank and Swingline Lender under the Existing Credit Agreement (which shall survive following the effectiveness of this Agreement)Amendment.

Appointment of Successor Administrative Agent. (a) The Lenders and the Borrower acknowledge that SunTrust Bank will resign as the “Administrative Agent” (in such capacity, the “Former Agent”) under the Existing Credit Agreement and other Loan Documents contemporaneous with the effectiveness of this Agreement. The Lenders and the Borrower agree that, on the Closing Date immediately upon the effectiveness of this Agreement, (i) SunTrust Bank has resigned as Administrative Agent under each of the Loan Documents and (ii) Xxxxx Fargo is hereby appointed (and Xxxxx Fargo accepts such appointment) as successor Administrative Agent under this Agreement and other Loan Documents. The Former Agent is discharged from its duties and obligations under this Agreement and the other Loan Documents as Administrative Agent; provided that notwithstanding the effectiveness of such resignation, the provisions of Article IX of this Agreement and similar provisions in the other Loan Documents, together with any and all indemnities and other rights provided to the Former Agent in its capacity as such under the Existing Credit Agreement (which shall survive following the effectiveness of this Agreement), shall continue in effect for the benefit of SunTrust Bank in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent under the Existing Credit Agreement and under the other Loan Documents, as applicable. The agreements contained in this clause (a) shall survive the payment of the Secured Obligations and the termination of the Loan Documents. (b) Each of the parties hereto authorizes (including without limitation to the extent contemplated under Section 9-509 of the Uniform Commercial Code of the State of New York (or any corollary provision of the uniform commercial code of any other state)) Xxxxx Fargo, as Administrative Agent hereunder, to file any UCC assignments or amendments with respect to the UCC Financing Statements and other filings in respect of the Collateral as Xxxxx Fargo deems necessary or desirable to evidence Xxxxx Fargo’s succession as Administrative Agent under the Credit Agreement and the other Loan Documents and each party hereto agrees to execute any documentation reasonably necessary to evidence such succession. (c) Each of the Lenders and the Borrower (on behalf of the Loan Parties) agrees that Xxxxx Fargo, in its capacity as Administrative Agent (and not in its capacity as Lender under this Agreement), shall bear no responsibility or liability for any event, circumstance or condition existing prior to the effectiveness of the appointment of Xxxxx Fargo as the successor Administrative Agent, including (i) with respect to any actions taken or omitted to be taken by the Former Agent while SunTrust Bank served as Administrative Agent under the Existing Credit Agreement and the other Loan Documents, (ii) any of the Collateral, (iii) the Loan Documents or (iv) the transactions contemplated by the Loan Documents (the “Indemnified Events”). Furthermore, the Borrower (on behalf of the Loan Parties) hereby agrees to indemnify and hold harmless Xxxxx Fargo and each of its Related Parties (each an “Indemnified Party”) from and against (and will reimburse each Indemnified Party as the same are incurred for) any and all claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever (including, without limitation, the reasonable fees, disbursements and other charges of counsel) that may at any time be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) any Indemnified Events except to the extent that they are determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of the party seeking indemnification. The agreements contained in this clause (c) shall survive the payment of the Secured Obligations and termination of the Loan Documents. (d) The Former Agent agrees to deliver, or cause to be delivered, to Xxxxx Fargo, as Administrative Agent, without recourse, representation or warranty: (i) copies of all deposit account control agreements and filings with the United States Patent and Trademark Office and in the United States Copyright Office in its custody or possession, and, as reasonably requested by Xxxxx Fargo, other filings, registrations, recordings, consents and notices creating or perfecting the Liens on the Collateral in the custody or control of the Former Agent, (ii) assignments prepared by counsel to the Administrative Agent, in form and substance reasonably satisfactory to the Former Agent and Xxxxx Fargo, of all documents and agreements relating to the Collateral, executed by any Loan Party or any third party in favor of the Former Agent, (iii) certificated securities and related stock powers or other similar instruments held by the Former Agent as possessory Collateral, and (iv) if reasonably requested by Xxxxx Fargo, as Administrative Agent, originals of all Security Documents held by the Former Agent to the extent in its custody or possession. Xxxxx Fargo, as Administrative Agent, agrees to take possession of any possessory collateral delivered to it following the Closing Date upon tender thereof by the Former Agent. (e) Effective as of Closing Date, the Former Agent assigns, without recourse, representation or warranty, to Xxxxx Fargo, as Administrative Agent, each of the Liens and security interests granted to the Former Agent under the Loan Documents, and Xxxxx Fargo, as Administrative Agent, hereby accepts the assignment of all such Liens, for its benefit and for the benefit of the Secured Parties. The Former Agent hereby agrees that if it shall at any time in the future receive any Collateral or proceeds thereof or any other payments or property that are otherwise intended or required to be paid or delivered to the Xxxxx Fargo, as Administrative Agent, pursuant to the terms of any Loan Document, the Former Agent will promptly notify Xxxxx Fargo of such fact in writing, and shall, promptly upon receipt thereof, turn such property over to Xxxxx Fargo, as Administrative Agent, in the form received (with any necessary endorsement, but without recourse, representation or warranty). (f) On and after the Closing Date, all items of Collateral, including possessory Collateral held by the Former Agent as security for the Secured Obligations, shall be deemed to be held by the Former Agent as agent and bailee for Xxxxx Fargo, as Administrative Agent for the benefit of the Secured Parties, until such time as such possessory Collateral has been delivered to Xxxxx Fargo, as Administrative Agent. Notwithstanding anything herein to the contrary, the Borrower (on behalf of the Loan Parties) agrees that all of such Liens granted by any Loan Party pursuant to any Loan Document shall in all respects be continuing and in effect and are hereby ratified and reaffirmed. Without limiting the generality of the foregoing, any reference to the Former Agent on any publicly filed document, to the extent such filing relates to the Liens in the Collateral assigned hereby and until such filing is modified to reflect the interests of Xxxxx Fargo, as Administrative Agent, shall, with respect to such Liens and security interests, constitute a reference to the Former Agent as collateral representative of Xxxxx Fargo, as Administrative Agent, solely for the purpose of maintaining the perfection of such Liens. (g) It is acknowledged and agreed by each of the parties hereto that Xxxxx Fargo, solely in succeeding to the position of Administrative Agent (exclusive of its capacity as a Lender hereunder), (i) has undertaken no analysis of the Security Documents or the Collateral and (ii) has made no determination as to (x) the validity, enforceability, effectiveness or priority of any Liens granted or purported to be granted pursuant to the Security Documents or (y) the accuracy or sufficiency of the documents, filings, recordings and other actions taken to create, perfect or maintain the existence, perfection or priority of the Liens granted or purported to be granted pursuant to the Security Documents. Xxxxx Fargo shall be entitled to assume that, as of the Closing Date, all Liens purported to be granted pursuant to the Security Documents are valid and perfected Liens having the priority intended by the Secured Parties. In addition, the Lenders hereby agree that Xxxxx Fargo shall have no liability for failing to have any of the Security Documents or other Loan Documents assigned to them as Administrative Agent. (h) The resignation by the Former Agent pursuant to this Section shall also constitute its resignation as Issuing Bank and Swingline Lender. Xxxxx Fargo shall, as of the Closing Date, succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank and Swingline Lender. SunTrust Bank, as the retiring Issuing Bank and Swingline Lender shall be discharged from all of its duties and obligations hereunder and under the other Loan Documents as Issuing Bank and Swingline Lender, but will be entitled to the continued benefits of any indemnification and other rights provided SunTrust Bank, in its capacity as the Issuing Bank and Swingline Lender under the Existing Credit Agreement (which shall survive following the effectiveness of this Agreement).

Appointment of Successor Administrative Agent. (a) The Lenders and the Borrower acknowledge that SunTrust Bank will resign HSBC is hereby appointed as the “successor Administrative Agent” (in such capacity, the “Former Agent”) Agent under the Existing Credit Agreement and other Loan Documents contemporaneous with pursuant to Section 11.10 of the effectiveness of this Credit Agreement. The Lenders HSBC accepts such appointment and agrees as of the Borrower agree that, on the Closing Amendment Effective Date and immediately upon the effectiveness of this Agreement, (i) SunTrust Bank has resigned the resignation of RBS as Administrative Agent under each of the Loan Documents and (ii) Xxxxx Fargo is hereby appointed (and Xxxxx Fargo accepts such appointment) as successor Administrative Agent under this Agreement and other Loan Documents. The Former Agent is discharged from its duties and obligations under this Agreement and the other Loan Documents as Administrative Agent; provided that notwithstanding the effectiveness of such resignation, the provisions of Article IX of this Agreement and similar provisions in the other Loan Documents, together with any and all indemnities and other rights provided to the Former Agent in its capacity as such under the Existing Credit Agreement (which HSBC shall survive following the effectiveness of this Agreement), shall continue in effect for the benefit of SunTrust Bank in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent under the Existing Credit Agreement and under the other Loan Documents, as applicable. The agreements contained in this clause (a) shall survive the payment of the Secured Obligations and the termination of the Loan DocumentsAgreement. (b) Each In no event shall HSBC, as successor Administrative Agent, be liable for the acts or omissions of the parties hereto authorizes (including without limitation to the extent contemplated under Section 9-509 of the Uniform Commercial Code of the State of New York (or any corollary provision of the uniform commercial code of any other state)) Xxxxx Fargo, RBS as Administrative Agent hereunderor any other predecessor Administrative Agent. In no event shall RBS, to file any UCC assignments as predecessor Administrative Agent, be liable for the acts or amendments with respect to the UCC Financing Statements and other filings in respect omissions of the Collateral as Xxxxx Fargo deems necessary or desirable to evidence Xxxxx Fargo’s succession HSBC as Administrative Agent or any other successor Administrative Agent. (c) This Amendment shall not constitute an assumption by HSBC of any liability of RBS, if any, arising out of a breach by RBS, if any, prior to its resignation of its duties under the Credit Agreement and the other Loan Documents and each party hereto agrees to execute Documents. This Amendment shall not constitute an assumption by RBS of any documentation reasonably necessary to evidence such succession. (c) Each liability of the Lenders and the Borrower (on behalf HSBC, if any, arising out of the Loan Parties) agrees that Xxxxx Fargoa breach by HSBC, in if any, after its capacity as Administrative Agent (and not in assumption of its capacity as Lender under this Agreement), shall bear no responsibility or liability for any event, circumstance or condition existing prior to the effectiveness of the appointment of Xxxxx Fargo as the successor Administrative Agent, including (i) with respect to any actions taken or omitted to be taken by the Former Agent while SunTrust Bank served as Administrative Agent duties under the Existing Credit Agreement and the other Loan Documents. (d) As of the date hereof, the only Loan Documents known to HSBC are (i) the Revolving Credit Agreement, dated as of Xxxxx 00, 0000, (iixx) any Amendment No. 1 to the Credit Agreement, dated as of the CollateralJuly 22, 2013, (iii) the Loan Documents or a Notice of Increase in Total Revolving Credit Commitment, dated as of June 19, 2014, (iv) Amendment No. 2 to the transactions contemplated by Credit Agreement, dated as of June 30, 2014 and (v) the Loan Documents (schedules and exhibits attached to the “Indemnified Events”)foregoing, in each case in the form posted on the Platform. Furthermore, the Borrower (on behalf of the Loan Parties) hereby agrees In no event shall HSBC as successor Administrative Agent be deemed to indemnify and hold harmless Xxxxx Fargo and each of its Related Parties (each an “Indemnified Party”) from and against (and will reimburse each Indemnified Party as the same are incurred for) any and all claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements have knowledge of any kind whatsoever other documentation or information related to the credit facility (including, without limitation, related to any Borrower) unless and until it shall, after the reasonable feesdate hereof, disbursements and other charges receive actual knowledge of counsel) additional documentation or information that may at any time hereafter arise or be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) any Indemnified Events except to the extent that they are determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of the party seeking indemnification. The agreements contained in this clause (c) shall survive the payment of the Secured Obligations and termination of the Loan Documents. (d) The Former Agent agrees to deliver, or cause to be delivered, to Xxxxx Fargo, as Administrative Agent, without recourse, representation or warranty: (i) copies of all deposit account control agreements and filings with the United States Patent and Trademark Office and in the United States Copyright Office in its custody or possession, and, as reasonably requested by Xxxxx Fargo, other filings, registrations, recordings, consents and notices creating or perfecting the Liens on the Collateral in the custody or control of the Former Agent, (ii) assignments prepared by counsel to the Administrative Agent, in form and substance reasonably satisfactory to the Former Agent and Xxxxx Fargo, of all documents and agreements relating to the Collateral, executed by any Loan Party or any third party in favor of the Former Agent, (iii) certificated securities and related stock powers or other similar instruments held by the Former Agent as possessory Collateral, and (iv) if reasonably requested by Xxxxx Fargo, as Administrative Agent, originals of all Security Documents held by the Former Agent to the extent in its custody or possession. Xxxxx Fargo, as Administrative Agent, agrees to take possession of any possessory collateral delivered to it following the Closing Date upon tender thereof by the Former Agent. (e) Effective as of Closing Date, the Former Agent assigns, without recourse, representation or warranty, to Xxxxx Fargo, as Administrative Agent, each of the Liens and security interests granted to the Former Agent under the Loan Documents, and Xxxxx Fargo, as Administrative Agent, hereby accepts the assignment of all such Liens, for its benefit and for the benefit of the Secured Parties. The Former Agent hereby agrees that if it shall at any time in the future receive any Collateral or proceeds thereof or any other payments or property that are otherwise intended or required to be paid or delivered to the Xxxxx Fargo, as Administrative Agent, pursuant to the terms of any Loan Document, the Former Agent will promptly notify Xxxxx Fargo of such fact in writing, and shall, promptly upon receipt thereof, turn such property over to Xxxxx Fargo, as Administrative Agent, in the form received (with any necessary endorsement, but without recourse, representation or warranty). (f) On and after the Closing Date, all items of Collateral, including possessory Collateral held by the Former Agent as security for the Secured Obligations, shall be deemed to be held by the Former Agent as agent and bailee for Xxxxx Fargo, as Administrative Agent for the benefit of the Secured Parties, until such time as such possessory Collateral has been delivered to Xxxxx Fargo, as successor Administrative Agent. Notwithstanding anything herein to For the contraryavoidance of doubt, the Borrower (on behalf of the Loan Parties) agrees that all of such Liens granted by any Loan Party pursuant to any Loan Document shall in all respects be continuing exculpation and in effect and are hereby ratified and reaffirmed. Without limiting the generality of the foregoing, any reference to the Former Agent on any publicly filed document, to the extent such filing relates to the Liens indemnifications provisions in the Collateral assigned hereby and until such filing is modified to reflect the interests of Xxxxx Fargo, as Administrative Agent, shall, with respect to such Liens and security interests, constitute a reference to the Former Agent as collateral representative of Xxxxx Fargo, as Administrative Agent, solely for the purpose of maintaining the perfection of such Liens. (g) It is acknowledged and agreed by each of the parties hereto that Xxxxx Fargo, solely in succeeding to the position of Administrative Agent (exclusive of its capacity as a Lender hereunder), (i) has undertaken no analysis of the Security Documents or the Collateral and (ii) has made no determination as to (x) the validity, enforceability, effectiveness or priority of any Liens granted or purported to be granted pursuant to the Security Documents or (y) the accuracy or sufficiency of the documents, filings, recordings and other actions taken to create, perfect or maintain the existence, perfection or priority of the Liens granted or purported to be granted pursuant to the Security Documents. Xxxxx Fargo Credit Agreement shall be entitled construed to assume that, as of the Closing Date, all Liens purported to be granted pursuant to the Security Documents are valid and perfected Liens having the priority intended by the Secured Parties. In addition, the Lenders hereby agree that Xxxxx Fargo shall have no liability for failing to have any of the Security Documents or other Loan Documents assigned to them as Administrative Agenttake into effect this limitation on knowledge. (h) The resignation by the Former Agent pursuant to this Section shall also constitute its resignation as Issuing Bank and Swingline Lender. Xxxxx Fargo shall, as of the Closing Date, succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank and Swingline Lender. SunTrust Bank, as the retiring Issuing Bank and Swingline Lender shall be discharged from all of its duties and obligations hereunder and under the other Loan Documents as Issuing Bank and Swingline Lender, but will be entitled to the continued benefits of any indemnification and other rights provided SunTrust Bank, in its capacity as the Issuing Bank and Swingline Lender under the Existing Credit Agreement (which shall survive following the effectiveness of this Agreement).