Common use of Successor Clause in Contracts

Successor. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section, the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor Administrative Agent that shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as the Administrative Agent.

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

Successor. Subject The Administrative Agent may, subject (at any time no Event of Default or Potential Default has occurred and is continuing) to the appointment Borrower's prior written consent that may not be unreasonably withheld, assign all of its Rights and acceptance obligations as the Administrative Agent under the Credit Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit Documents. The Administrative Agent may also, upon 30 days' prior notice to the Borrower, voluntarily resign. If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or any successor Administrative Agent ever resigns, then the Required Lenders shall (which, if no Event of Default or Potential Default has occurred and is continuing, is subject to the Borrower's approval that may not be unreasonably withheld) appoint the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint a successor Administrative Agent as provided in this Section, the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring resigning Administrative Agent gives has given notice of its resignation, then the retiring resigning Administrative Agent may, on behalf of the Lenders and Lenders, upon 30 days prior notice to the Issuing BankBorrower, appoint a successor Administrative Agent Agent, subject (at any time no Event of Default or Potential Default has occurred and is continuing) to the Borrower's prior written consent that shall may not be unreasonably withheld, which must be a commercial bank with an office in New York, New York, or an Affiliate having a combined capital and surplus of any such bankat least $1,000,000,000 (as shown on its most recently published statement of condition). Upon the its acceptance of its appointment as successor Administrative Agent, the successor Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Rights of the prior Administrative Agent, and the retiring prior Administrative Agent shall be discharged from all its duties and obligations as Administrative Agent under the Loan Documents in its capacity Credit Documents, and each Lender shall execute the documents that any Lender, the resigning Administrative Agent or the successor Administrative Agent reasonably requests to reflect the change. After any Administrative Agent's resignation as the Administrative Agent. The fees payable by Agent under the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunderCredit Documents, the provisions of this Article VIII and Section 9.03 shall continue in effect for the section inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be not taken by any of them it while it was the retiring Administrative Agent was acting as under the Administrative AgentCredit Documents.

Successor. Subject The Facility Agent may resign as such at any time upon at least 30 days’ prior notice to the appointment Borrower and acceptance of all Lenders, provided that any such resignation shall not become effective until a successor Administrative Facility Agent has been appointed as provided in this Section, Section 10.5 and such successor Facility Agent has accepted such appointment. If the Administrative Facility Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. Upon any such resignationshall resign, the Required Lenders shall have the rightshall, subject to the approval immediately preceding proviso and subject to the consent of the Borrower (which approval shall such consent not to be unreasonably withheld), appoint another ▇▇▇▇▇▇ as a successor to appoint the Facility Agent which shall thereupon become such Facility Agent’s successor hereunder (provided that the Required Lenders shall, subject to the consent of the Borrower unless an Event or Default or a successorPrepayment Event shall have occurred and be continuing (such consent not to be unreasonably withheld or delayed) offer to each of the other Lenders in turn, in the order of their respective Percentages of the Loan, the right to become successor Facility Agent). If no successor Facility Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Facility Agent’s giving notice of its resignation, then the retiring Administrative Facility Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Facility Agent, which shall be one of the Lenders or a bank with an office commercial banking institution having a combined capital and surplus of at least $1,000,000,000 (or the equivalent in New Yorkother currencies), New Yorksubject, or an Affiliate in each case, to the consent of any the Borrower (such bankconsent not to be unreasonably withheld). Upon the acceptance of its any appointment as the Administrative Facility Agent hereunder by a successorsuccessor Facility Agent, such successor Facility Agent shall be entitled to receive from the resigning Facility Agent such documents of transfer and assignment as such successor Facility Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative resigning Facility Agent, and the retiring Administrative resigning Facility Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorthis Agreement. After the Administrative any resigning Facility Agent’s resignation hereunderhereunder as the Facility Agent, the provisions of of: (a) this Article VIII and Section 9.03 X shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Facility Agent was under this Agreement; and (b) Section 11.3 and Section 11.4 shall continue to inure to its benefit. If a Lender acting as the Administrative AgentFacility Agent assigns its Loan to one of its Affiliates, such Facility Agent may, subject to the consent of the Borrower (such consent not to be unreasonably withheld or delayed) assign its rights and obligations as Facility Agent to such Affiliate.

Successor. Subject to the appointment and acceptance of a successor Administrative The Agent as provided in this Sectionmay, the Administrative Agent may resign subject (at any time no Event of Default or Default has occurred and is continuing) to the Borrower's prior written consent that may not be unreasonably withheld, assign all of its rights and obligations as the Agent under the Loan Documents to any of its Affiliates, which Affiliate shall then be the successor Agent under the Loan Documents. The Agent may also, upon 30 days' prior notice to the LendersBorrower, voluntarily resign. If the Issuing Bank and initial or any successor Agent ever ceases to be a party to this Agreement or if the Borrower. Upon initial or any such resignationsuccessor Agent ever resigns, then the Required Lenders shall have the right(which, if no Event of Default or Default has occurred and is continuing, is subject to the Borrower's approval of the Borrower (which approval shall that may not be unreasonably withheld) appoint the successor Agent from among the Lenders (other than the resigning Agent), . If the Required Lenders fail to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment Agent within 30 days after the retiring Administrative resigning Agent gives has given notice of its resignation, then the retiring Administrative resigning Agent may, on behalf of the Lenders and Lenders, upon thirty (30) days prior notice to the Issuing BankBorrower, appoint a successor Administrative Agent Agent, subject (at any time no Event of Default or Default has occurred and is continuing) to the Borrower's prior written consent that shall may not be unreasonably withheld, which must be a commercial bank with an office in New York, New York, or an Affiliate having a combined capital and surplus of any such bankat least $1,000,000,000 (as shown on its most recently published statement of condition). Upon the its acceptance of its appointment as successor Agent, the Administrative successor Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative rights of the prior Agent, and the retiring Administrative prior Agent shall be discharged from all its duties and obligations as Agent under the Loan Documents in its capacity Documents, and each Lender shall execute the documents that any Lender, the resigning Agent or the successor Agent reasonably requests to reflect the change. After any Agent's resignation as the Administrative Agent. The fees payable by Agent under the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunderLoan Documents, the provisions of this Article VIII and Section 9.03 shall continue in effect for the section inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be not taken by any of them it while it was the retiring Administrative Agent was acting as under the Administrative AgentLoan Documents.

Successor. Subject The Syndication Agent may resign as such upon one Business Day's notice to the appointment Borrower and acceptance of a successor the Administrative Agent as provided in this Section, the Agent. The Administrative Agent may resign as such at any time upon at least 30 days' prior notice to the Borrower and all Lenders, . If the Issuing Bank and the Borrower. Upon Administrative Agent at any such resignationtime shall resign, the Required Lenders shall have may, with the right, subject to the approval prior consent of the Borrower (which approval consent shall not be unreasonably withheld), to appoint another Lender as a successorsuccessor Administrative Agent which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office in New Yorkcommercial banking institution organized under the laws of the United States or a United States branch or agency of a commercial banking institution, New York, or an Affiliate and having a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of (i) this Article VIII and Section 9.03 X shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as the Administrative Agentunder this Agreement, and (ii) Section 11.3 and Section 11.4 shall continue to inure to its benefit.

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

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

Successor. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section, the The Administrative Agent may resign as such at any time upon at least thirty (30) days' prior notice to the Borrower, all Lenders and all Issuing Lenders, . If the Issuing Bank and the Borrower. Upon Administrative Agent at any such resignationtime shall resign, the Required Lenders shall have may, within ten (10) days after such notice and with the right, subject to the approval consent of the Borrower (which approval shall not to be unreasonably withheld), to appoint another Lender as a successorsuccessor Administrative Agent which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 thirty (30) days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders Lenders, after notice to and consultation with the Issuing BankBorrower, appoint a successor Administrative Agent that Agent, which shall be a bank with an office in New York, New York, one of the Lenders or an Affiliate Assignee, and shall have a combined capital and surplus of any such bankat least $250,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under this Agreement. After the Loan Documents in its capacity effective date of any retiring Administrative Agent's resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of (a) this Article VIII and Section 9.03 IX shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as the Administrative Agentunder this Agreement; and (b) Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. Subject Any Agent may resign as such at any time upon at least 30 days’ prior notice to Micro and all the appointment and acceptance of Lenders. If an Agent shall at any time resign, the Required Lenders, after consultations with Micro, may appoint another Lender as a successor Administrative Agent or Syndication Agent, as provided in this Sectionthe case may be, whereupon such Lender shall become the Administrative Agent or a Syndication Agent hereunder, as the case may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successorbe. If no successor Administrative Agent or Syndication Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent’s or Syndication Agent’s giving notice of its resignation, then the retiring Administrative Agent or Syndication Agent may, on behalf of the Lenders and the Issuing BankLenders, after consultations with Micro, appoint a successor Administrative Agent that or Syndication Agent, as the case may be, which shall be one of the Lenders or a bank with an office in New York, New York, commercial banking institution that is organized under the laws of the United States or an Affiliate any State thereof (or a branch or agency of either) and that has a combined capital and surplus of at least $500,000,000. Upon acceptance of any such bank. Upon the acceptance of its appointment as the Administrative Agent hereunder or Syndication Agent hereunder, as the case may be, by a successorsuccessor Administrative Agent or Syndication Agent, as the case may be, such successor Administrative Agent or Syndication Agent shall be entitled to receive from the retiring Administrative Agent or Syndication Agent such documents of transfer and assignment as such successor Administrative Agent or Syndication Agent, as the case may be, may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent or Syndication Agent, as the case may be, and the retiring Administrative Agent or Syndication Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any retiring Administrative Agent’s or Syndication Agent’s resignation hereunder as the Administrative Agent or a Syndication Agent. The fees payable by , as the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereundercase may be, the provisions of of: (a) this Article VIII and Section 9.03 X shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as the Administrative Agentor a Syndication Agent under this Agreement; and (b) Sections 11.3 and 11.4 shall continue to inure to its benefit.

Successor. Subject The Facility Agent may resign as such at any time upon at least 30 days’ prior notice to the appointment Borrower and acceptance of all Lenders, provided that any such resignation shall not become effective until a successor Administrative Facility Agent has been appointed as provided in this Section, Section 10.5 and such successor Facility Agent has accepted such appointment. If the Administrative Facility Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. Upon any such resignationshall resign, the Required Lenders shall have the rightshall, subject to the approval immediately preceding proviso and subject to the consent of the Borrower (which approval shall such consent not to be unreasonably withheld), appoint another Lender as a successor to appoint the Facility Agent which shall thereupon become such Facility Agent’s successor hereunder (provided that the Required Lenders shall, subject to the consent of the Borrower unless an Event or Default or a successorPrepayment Event shall have occurred and be continuing (such consent not to be unreasonably withheld or delayed) offer to each of the other Lenders in turn, in the order of their respective Percentages of the Loan, the right to become successor Facility Agent). If no successor Facility Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Facility Agent’s giving notice of its resignation, then the retiring Administrative Facility Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Facility Agent, which shall be one of the Lenders or a bank with an office commercial banking institution having a combined capital and surplus of at least $1,000,000,000 (or the equivalent in New Yorkother currencies), New Yorksubject, or an Affiliate in each case, to the consent of any the Borrower (such bankconsent not to be unreasonably withheld). Upon the acceptance of its any appointment as the Administrative Facility Agent hereunder by a successorsuccessor Facility Agent, such successor Facility Agent shall be entitled to receive from the resigning Facility Agent such documents of transfer and assignment as such successor Facility Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative resigning Facility Agent, and the retiring Administrative resigning Facility Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorthis Agreement. After the Administrative any resigning Facility Agent’s resignation hereunderhereunder as the Facility Agent, the provisions of of: (a) this Article VIII and Section 9.03 X shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Facility Agent was under this Agreement; and (b) Section 11.3 and Section 11.4 shall continue to inure to its benefit. If a Lender acting as the Administrative AgentFacility Agent assigns its Loan to one of its Affiliates, such Facility Agent may, subject to the consent of the Borrower (such consent not to be unreasonably withheld or delayed) assign its rights and obligations as Facility Agent to such Affiliate.

Successor. Subject The Administrative Agent may, subject (at any time no Event of Default or Potential Default has occurred and is continuing) to the appointment Borrower’s prior written consent that may not be unreasonably withheld, assign all of its Rights and acceptance obligations as the Administrative Agent under the Credit Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit Documents. The Administrative Agent may also, upon 30 days’ prior notice to the Borrower, voluntarily resign. If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or any successor Administrative Agent ever resigns, then the Required Lenders shall (which, if no Event of Default or Potential Default has occurred and is continuing, is subject to the Borrower’s approval that may not be unreasonably withheld) appoint the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint a successor Administrative Agent as provided in this Section, the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring resigning Administrative Agent gives has given notice of its resignation, then the retiring resigning Administrative Agent may, on behalf of the Lenders and Lenders, upon 30 days prior notice to the Issuing BankBorrower, appoint a successor Administrative Agent Agent, subject (at any time no Event of Default or Potential Default has occurred and is continuing) to the Borrower’s prior written consent that shall may not be unreasonably withheld, which must be a commercial bank with an office in New York, New York, or an Affiliate having a combined capital and surplus of any such bankat least $1,000,000,000 (as shown on its most recently published statement of condition). Upon the its acceptance of its appointment as successor Administrative Agent, the successor Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Rights of the prior Administrative Agent, and the retiring prior Administrative Agent shall be discharged from all its duties and obligations as Administrative Agent under the Loan Documents in its capacity as Credit Documents, and each Lender shall execute the documents that any Lender, the resigning Administrative Agent. The fees payable by Agent or the Borrower to a successor Administrative Agent shall be reasonably requests to reflect the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorchange. After the any Administrative Agent’s resignation hereunderas the Administrative Agent under the Credit Documents, the provisions of this Article VIII and Section 9.03 shall continue in effect for the section inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be not taken by any of them it while it was the retiring Administrative Agent was acting as under the Administrative AgentCredit Documents.

Successor. Subject The Syndication Agent may resign as such upon 10 Business Day's notice to the appointment Borrowers and acceptance the Administrative Agents. It is agreed that to the extent the Syndication Agent has resigned, all provisions of any Loan Document requiring the consent of the Syndication Agent or the Agents shall be deemed to require the consent of the Administrative Agents. Any Administrative Agent may resign as such at any time upon at least 30 days' prior notice to the Borrowers and all Lenders. If any Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent as provided in this Section, which shall thereupon replace the resigning Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successorhereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, shall be one of the Lenders or a bank with an office commercial banking institution organized under the laws of (in New Yorkthe case of the U.S Facility) the U.S. (or any State thereof) or a U.S. branch or agency of a commercial banking institution, New Yorkand (in the case of the Canadian Facility) listed on Schedule I, II or an Affiliate III of the Bank Act (Canada) and (in each case) having a combined capital and surplus of at least $250,000,000 to act as the U.S. Administrative Agent or the Canadian Administrative Agent, as the case may be, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above; provided that if, such retiring Administrative Agent is unable to find a Lender or commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth above, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of such Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. The appointment of any such banksuccessor Administrative Agent shall require the consent of the Canadian Borrower in the case of the Canadian Administrative Agent and the U.S. Borrower in the case of the U.S. Administrative Agent, which consent shall not be unreasonably withheld or delayed and which consent shall not be required if a Default has occurred and is then continuing. Upon the acceptance of its any appointment as the an Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity as the Documents. After any retiring Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same 's resignation hereunder as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the an Administrative Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.03 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was an Administrative Agent was acting as under the Administrative AgentLoan Documents, and Sections 12.3 and 12.4 shall continue to inure to its benefit.

Successor. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section, the Administrative The Agent may resign as such at any time upon at least 30 days’ prior notice to the Lenders, the Issuing Bank Borrower Representative and the BorrowerLenders. Upon If the Agent at any such resignationtime shall resign, the Required Lenders shall have may appoint another Lender as a successor Agent (with, so long as no Default or Event of Default has occurred and is continuing, the right, subject to the approval consent of the Borrower Representative (which approval shall each such consent not to be unreasonably withheldwithheld or delayed (and the Borrower Representative shall be deemed to have consented if it fails to object to any assignment within five Business Days after it received written notice thereof)), to appoint a successorprovided that the resignation of the Agent is not contingent upon such consent), which Lender, upon such appointment (and all applicable consents), thereupon shall become the Agent hereunder. If no successor Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent’s giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office in New Yorkcommercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, New Yorkand having a combined capital and surplus of at least $250,000,000; provided, or an Affiliate however, that if such retiring Agent is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth above, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of any the duties of the Agent hereunder until such banktime, if any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Agent, such successor Agent shall be entitled to receive from the retiring Agent such documents of transfer and assignment as such successor Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorCredit Documents. After the Administrative any retiring Agent’s resignation hereunderhereunder as the Agent, the provisions of this Article VIII and Section 9.03 XII shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as under the Administrative AgentCredit Documents, and Section 13.3 and Section 13.4 shall continue to inure to its benefit.

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

Successor. Subject to Any of the appointment and acceptance of a successor Administrative Agent as provided in this Section, the Administrative Agent Agents may resign as such at any time upon at least 30 days’ prior notice to the Lendersother Agents, the Issuing Bank Borrowers and the Borrowerall Lenders. Upon If an Agent at any such resignationtime shall resign, the Required Lenders shall have may, with the right, subject to the approval consent of the Borrower Company, so long as no Event of Default exists (which approval shall such consent not to be unreasonably withheldwithheld or delayed), to appoint another Lender as a successorsuccessor Agent which shall thereupon become the applicable Agent hereunder. If no successor Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent’s giving notice of its resignation, then the such retiring Administrative Agent may, on behalf of the Lenders and Lenders, with the Issuing Bankconsent of the Company (so long as no Event of Default exists), appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $500,000,000; provided, that if such retiring Agent is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth in New Yorkabove, New Yorkthe retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Agent hereunder until such time, or an Affiliate of any such bankif any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of its any appointment as the Administrative an Agent hereunder by a successorsuccessor Agent, such successor Agent shall be entitled to receive from the retiring Agent such documents of transfer and assignment as such successor Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorDocuments. After the Administrative any retiring Agent’s resignation hereunderhereunder as the an Agent, the provisions of this Article VIII and Section 9.03 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was an Agent under the retiring Administrative Agent was acting as the Administrative AgentLoan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. Subject The Syndication Agent may resign as such upon one Business Day's notice to the appointment Borrower and acceptance of a successor the Administrative Agent as provided in this Section, the Agent. The Administrative Agent may resign as such at any time upon at least 30 days' prior notice to the Borrower and all Lenders, . If the Issuing Bank and the Borrower. Upon Administrative Agent at any such resignationtime shall resign, the Required Lenders shall have may, with the right, subject to the approval prior consent of the Borrower (which approval consent shall not be unreasonably withheld), to appoint another Lender as a successorsuccessor Administrative Agent which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office in New Yorkcommercial banking institution organized under the laws of the U.S. (or any State thereof) or a U.S. branch or agency of a commercial banking institution, New York, or an Affiliate and having a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of of (a) this Article VIII and Section 9.03 IX shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as the Administrative Agentunder this Agreement; and (b) Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. Subject The Administrative Agent may resign as such at any time upon at least 30 days’ prior notice to the appointment Borrowers and acceptance all Lenders. The Administrative Agent may be removed at any time upon the affirmative vote of the Required Lenders. If the Administrative Agent at any time shall resign or be removed, the Required Lenders may appoint another Lender as a successor Administrative Agent as provided in this Section, which shall thereupon become the Administrative Agent may resign at any time upon notice to hereunder. In the Lenders, case of the Issuing Bank and the Borrower. Upon any such Administrative Agent’s resignation, the Required Lenders shall have the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successor. If if no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent’s giving notice of its resignation, then the retiring Administrative Agent may, on behalf Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders and the Issuing Bank, appoint a successor Administrative Agent that shall be a bank with an office in New York, New York, or an Affiliate of any such bankas provided for above. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent and the payment of the reasonable fees and expenses (including attorney’s fees and expenses) of the resigning or removed Administrative Agent), such successor Administrative Agent shall be entitled to receive from the retiring or removed Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent, and the . The retiring or removed Administrative Agent shall cooperate in all respects with the transition of the Administrative Agent role to the successor Administrative Agent and shall, following such transition, be discharged from all its duties and obligations under the Loan Documents in its capacity Documents. After any retiring or removed Administrative Agent’s resignation or removal, as applicable, hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.03 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as under the Administrative AgentLoan Documents, and Section 9.1, Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. Subject Any Agent may resign as such at any time upon at least 30 days’ prior notice to the appointment Borrower and acceptance of all Lenders, provided that any such resignation shall not become effective until a successor Administrative Agent for such resigning Agent has been appointed as provided in this SectionSection 10.4 and such successor Agent has accepted such appointment (provided that no successor Agent shall be appointed for any Agent, other than the Administrative Agent, if after giving effect to such Agent’s resignation there would still be two Agents). If any Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. Upon any such resignationshall resign, the Required Lenders shall have the rightshall, subject to the approval immediately preceding proviso and subject to the consent of the Borrower (which approval shall such consent not to be unreasonably withheld), appoint another Lender as a successor to appoint such Agent which shall thereupon become such Agent’s successor hereunder (provided that, in the case of a successorresignation of the Administrative Agent, the Required Lenders shall, subject to the consent of the Borrower unless an Event or Default or a Prepayment Event shall have occurred and be continuing (such consent not to be unreasonably withheld) offer to each of the other Agents in turn, in the order of their respective Commitments (or, if the Commitments have been terminated, the outstanding principal amount of their respective Loans), the right to become successor Administrative Agent). If no successor Agent for any resigning Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives resigning Agent’s giving notice of its resignation, then the retiring Administrative resigning Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or, in the case of a bank with an office resigning Administrative Agent, a commercial banking institution having a combined capital and surplus of at least $500,000,000 (or the equivalent in New Yorkother currencies), New Yorksubject, or an Affiliate in each case, to the consent of any the Borrower (such bankconsent not to be unreasonably withheld). Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the resigning Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring resigning Administrative Agent, and the retiring resigning Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any resigning Administrative Agent’s resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of of: (a) this Article VIII and Section 9.03 X shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was under this Agreement; and (b) Section 11.3 and Section 11.4 shall continue to inure to its benefit. If a Lender acting as an Agent assigns its Loan to one of its Affiliates, such Agent may, subject to the Administrative Agentconsent of the Borrower (such consent not to be unreasonably withheld) assign its rights and obligations as Agent to such Affiliate.

Successor. Subject The Administrative Agent may resign as such at any time upon at least 30 days’ prior notice to the appointment Borrower and acceptance of all Lenders, provided that any such resignation shall not become effective until a successor Administrative Agent has been appointed as provided in this Section, Section 10.5 and such successor Administrative Agent has accepted such appointment. If the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. Upon any such resignationshall resign, the Required Lenders shall have the rightshall, subject to the approval immediately preceding proviso and subject to the consent of the Borrower (which approval shall such consent not to be unreasonably withheld), appoint another Lender as a successor to appoint the Administrative Agent which shall thereupon become such Administrative Agent’s successor hereunder (provided that the Required Lenders shall, subject to the consent of the Borrower unless an Event or Default or a successorPrepayment Event shall have occurred and be continuing (such consent not to be unreasonably withheld or delayed) offer to each of the other Lenders in turn, in the order of their respective Percentages of the Loan, the right to become successor Administrative Agent). If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent’s giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office commercial banking institution having a combined capital and surplus of at least $1,000,000,000 (or the equivalent in New Yorkother currencies), New Yorksubject, or an Affiliate in each case, to the consent of any the Borrower (such bankconsent not to be unreasonably withheld). Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the resigning Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring resigning Administrative Agent, and the retiring resigning Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any resigning Administrative Agent’s resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of of: (a) this Article VIII and Section 9.03 X shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was under this Agreement; and (b) Section 11.3 and Section 11.4 shall continue to inure to its benefit. If a Lender acting as the Administrative AgentAgent assigns its Loan to one of its Affiliates, such Administrative Agent may, subject to the consent of the Borrower (such consent not to be unreasonably withheld or delayed) assign its rights and obligations as Administrative Agent to such Affiliate.

Successor. Subject to Any of the appointment and acceptance of a successor Administrative Agent as provided in this Section, the Administrative Agent Agents may resign as such at any time upon at least 30 days’ prior notice to the Borrower and all Lenders, . If the Issuing Bank and the Borrower. Upon Administrative Agent at any such resignationtime shall resign, the Required Lenders may, with the consent of the Borrower, appoint another Lender as the successor Administrative Agent which shall have thereupon become the right, subject to Administrative Agent hereunder; provided that the approval consent of the Borrower (which approval shall not be unreasonably withheld), to appoint a successorrequired if an Event of Default has occurred and is continuing. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent’s giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankBanks, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders and a bank with commercial banking institution organized under the laws of the U.S. (or any State thereof) or a U.S. branch or agency of a commercial banking institution, in each case having an office or place of business in the State of New York, New York, or an Affiliate York and having a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorthis Agreement. After the a retiring Administrative Agent’s resignation hereunderhereunder as an Administrative Agent, the provisions of this Article VIII and Section 9.03 IX shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as under this Agreement, and Section 10.4 (and, with respect to the Administrative Agent, Section 10.3) shall continue to inure to its benefit.

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

Successor. Subject The Syndication Agent may resign as such upon one Business Day's notice to the appointment Borrower and acceptance of a successor the Administrative Agent as provided in this Section, the Agent. The Administrative Agent may resign as such at any time upon at least 30 days' prior notice to the Borrower and all Lenders. The Administrative Agent may be removed at any time with or without cause by written notice received by the Administrative Agent from the Required Lenders, such removal to be effective on the Issuing Bank and date specified in such notice. If the Borrower. Upon Administrative Agent at any such resignationtime shall resign or be removed, the Required Lenders shall have may, with the right, subject to the approval prior consent of the Borrower (which approval consent shall not be unreasonably withheld), to withheld or delayed) appoint another Lender as a successorsuccessor Administrative Agent which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignationresignation or receiving notice of removal, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office in New Yorkcommercial banking institution organized under the laws of the U.S. (or any State thereof) or a U.S. branch or agency of a commercial banking institution, New York, or an Affiliate and having a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any retiring Administrative Agent's resignation or removal hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of (i) this Article VIII and Section 9.03 IX shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting under this Agreement, and (ii) Section 10.3 and Section 10.4 shall continue to inure to its benefit. Notwithstanding anything else to the contrary in this Section 9.4, the Administrative Agent may at any time, without the consent of the Borrower or any Lender, appoint an Affiliate which is a commercial banking institution as the a successor Administrative Agent.

Successor. Subject The Administrative Agent may resign as such at any time upon at least 30 days’ prior notice to the appointment Borrower and acceptance of all Lenders, provided that any such resignation shall not become effective until a successor Administrative Agent for such resigning Administrative Agent has been appointed as provided in this Section, Section 11.4 and such successor Administrative Agent has accepted such appointment. If the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. Upon any such resignationshall resign, the Required Lenders shall have the rightshall, subject to the approval consent of the Borrower and FEC, in its capacity as Tranche A Lender (such consent not to be unreasonably withheld in either case), appoint another Lender as a successor to the Administrative Agent which approval shall thereupon become the Administrative Agent’s successor hereunder (provided that the Required Lenders shall, subject to the consent of the Borrower unless an Event of Default or a Prepayment Event shall have occurred and be continuing (such consent not to be unreasonably withheld) and subject also to the consent of Finnvera (such consent not to be unreasonably withheld) offer to each of the other Tranche B Lenders in turn, in the order of their respective Tranche B Commitment Amounts, the right to become successor Administrative Agent), to appoint a successor. If no successor Administrative Agent for the resigning Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring resigning Administrative Agent gives Agent’s giving notice of its resignation, then the retiring resigning Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office commercial banking institution having a combined capital and surplus of at least $500,000,000 (or the equivalent in New Yorkother currencies), New Yorksubject, or an Affiliate in each case, to the consent of any the Borrower and FEC, in its capacity as Tranche A Lender (such bankconsent not to be unreasonably withheld in either case). Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the resigning Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring resigning Administrative Agent, and the retiring resigning Administrative Agent shall be discharged from all its duties and obligations under this Agreement. If no successor shall have accepted its appointment as Administrative Agent hereunder within 30 days after the resignation of the resigning Administrative Agent then the Required Lenders shall cooperate in good faith to execute the duties of the Administrative Agent hereunder and under the Supplemental Agreement and the other Loan Documents in and shall be entitled to the rights and indemnities of the Administrative Agent hereunder and the resigning Administrative Agent’s resignation shall be effective upon such date and it shall thereupon be discharged from all of its capacity duties and obligations under this Agreement and the other Loan Documents. After any resigning Administrative Agent’s resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of of: (a) this Article VIII and Section 9.03 XI shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was under this Agreement; and (b) Section 12.3 and Section 12.4 shall continue to inure to its benefit. If a Lender acting as the Administrative AgentAgent assigns its Loan to one of its Affiliates, the Administrative Agent may, subject to the consent of the Borrower (such consent not to be unreasonably withheld) assign its rights and obligations as Administrative Agent to such Affiliate.

Successor. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section, the Administrative Agent Lender may resign as such at any time upon at least 30 days prior notice to the Borrowers' Agent and all Lenders, the Issuing Bank and the Borrower. Upon If Administrative Lender at any such resignationtime shall resign, the Required Lenders may appoint another Lender as a successor Administrative Lender which shall have the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successorthereupon become Administrative Lender hereunder. If no successor Administrative Lender shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Lender's giving notice of its resignation, then the retiring Administrative Agent Lender may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Lender, which shall be one of the Lenders or a bank with an office in New Yorkcommercial banking institution organized under the laws of the United States (or any State thereof) or a U.S. branch or agency of a commercial banking institution, New York, or an Affiliate and having a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent Lender hereunder by a successorsuccessor Administrative Lender, such successor Administrative Lender shall give Borrowers' Agent notice of such acceptance, shall be entitled to receive from the retiring Administrative Lender such documents of transfer and assignment as such successor Administrative Lender may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative AgentLender, and the retiring Administrative Agent Lender shall be discharged from all its duties and obligations under the Loan Documents in its capacity as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorDocuments. After the any retiring Administrative Agent’s Lender's resignation hereunderhereunder as Administrative Lender, the provisions of (a) this Article VIII and Section 9.03 XII shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was Administrative Agent was acting as the Administrative AgentLender under this Agreement; and (b) Section 13.2 and Section 13.3 shall continue to inure to its benefit.

Successor. Subject The Syndication Agent may resign as such upon one Business Day's notice to the appointment Borrower and acceptance of a successor the Administrative Agent as provided in this Section, the Agent. The Administrative Agent may resign as such at any time upon at least 30 days' prior notice to the Borrower and all Lenders, . If the Issuing Bank and the Borrower. Upon Administrative Agent at any such resignationtime shall resign, the Required Lenders shall have may, with the right, subject to the approval prior consent of the Borrower (which approval consent shall not be unreasonably withheld), to appoint another Lender as a successorsuccessor Administrative Agent which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office in New Yorkcommercial banking institution organized under the laws of the United States or a United States branch or agency of a commercial banking institution, New York, or an Affiliate and having a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of (i) this Article VIII and Section 9.03 IX shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as the Administrative Agentunder this Agreement, and (ii) Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. Subject Administrative Agent may assign all of its Rights and obligations as Administrative Agent under the Credit Documents to any of its Affiliates, which Affiliate shall then be the appointment successor Administrative Agent under the Credit Documents. Administrative Agent may also voluntarily resign and acceptance shall resign upon the request of Required Lenders for cause (i.e., Administrative Agent is continuing to fail to perform its responsibilities as Administrative Agent under the Credit Documents). If the initial or any successor Administrative Agent ever ceases to be a party to this agreement or if the initial or any successor Administrative Agent ever resigns (whether voluntarily or at the request of Required Lenders), then Required Lenders shall (which, if no Event of Default or Potential Default exists, is subject to Borrower's approval that may not be unreasonably withheld) appoint the successor Administrative Agent from among Lenders (other than the resigning Administrative Agent). If Required Lenders fail to appoint a successor Administrative Agent as provided in this Section, the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring resigning Administrative Agent gives has given notice of its resignationresignation or Required Lenders have removed the resigning Administrative Agent, then the retiring resigning Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that shall Agent, which must be a commercial bank with an office in New York, New York, or an Affiliate having a combined capital and surplus of any such bankat least $1,000,000,000 (as shown on its most recently published statement of condition). Upon the its acceptance of its appointment as successor Administrative Agent, the successor Administrative Agent hereunder by a successor, such successor shall succeed succeeds to and become becomes vested with all the rights, powers, privileges and duties of the retiring Rights of the prior Administrative Agent, and the retiring prior Administrative Agent shall be is discharged from all its duties and obligations of Administrative Agent under the Loan Documents in its capacity as Credit Documents, and each Lender shall execute the documents that any Lender, the resigning or removed Administrative Agent. The fees payable by , or the Borrower to a successor Administrative Agent shall be reasonably request to reflect the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorchange. After the any Administrative Agent’s 's resignation hereunderor removal as Administrative Agent under the Credit Documents, the provisions of this Article VIII and Section 9.03 shall continue in effect for the section inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be not taken by any of them it while the retiring it was Administrative Agent was acting as under the Administrative AgentCredit Documents.

Successor. Subject The Administrative Agent may resign as such at any time upon at least 30 days’ prior notice to the appointment Borrower and acceptance of all the Lenders. If the Administrative Agent at any time shall resign, the Lenders may appoint another Lender as a successor Administrative Agent as provided in this Section, which shall thereupon become the Administrative Agent may resign at any time upon notice to the Lendershereunder, provided that, so long as no Event of Default shall exist, the Issuing Bank and the Borrower. Upon any ’s consent to such resignation, the Required Lenders successor shall have the right, subject be required (such consent not to the approval of the Borrower (which approval shall not be unreasonably withheldwithheld or delayed), to appoint a successor. If no successor Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives Agent’s giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent, which may be one of the Lenders (if such Lender consents to such appointment) or a commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent that is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth above, the retiring Administrative Agent’s resignation shall be nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Lenders appoint a bank with an office in New York, New York, or an Affiliate of any such banksuccessor as provided for above. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity Documents. After any retiring Administrative Agent’s resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.03 X shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as under the Administrative AgentLoan Documents, and Section 11.3 and Section 11.4 shall continue to inure to its benefit.

Successor. Subject Either Agent may resign as such at any time upon at least 30 days’ prior notice to Micro and all the appointment and acceptance of Lenders. If either Agent shall at any time resign, the Required Lenders, after consultations with Micro, may appoint another Lender as a successor Administrative Agent or Syndication Agent, as provided in this Sectionthe case may be, whereupon such Lender shall become the Administrative Agent or the Syndication Agent hereunder, as the case may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successorbe. If no successor Administrative Agent or Syndication Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent’s or Syndication Agent’s giving notice of its resignation, then the retiring Administrative Agent or Syndication Agent may, on behalf of the Lenders and the Issuing BankLenders, after consultations with Micro, appoint a successor Administrative Agent that or Syndication Agent, as the case may be, which shall be one of the Lenders or a bank with an office in New York, New York, commercial banking institution that is organized under the laws of the United States or an Affiliate any State thereof (or a branch or agency of either) and that has a combined capital and surplus of at least $500,000,000. Upon acceptance of any such bank. Upon the acceptance of its appointment as the Administrative Agent hereunder or Syndication Agent hereunder, as the case may be, by a successorsuccessor Administrative Agent or Syndication Agent, as the case may be, such successor Administrative Agent or Syndication Agent shall be entitled to receive from the retiring Administrative Agent or Syndication Agent such documents of transfer and assignment as such successor Administrative Agent or Syndication Agent, as the case may be, may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent or Syndication Agent, as the case may be, and the retiring Administrative Agent or Syndication Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any retiring Administrative Agent’s or Syndication Agent’s resignation hereunder as the Administrative Agent or Syndication Agent. The fees payable by , as the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereundercase may be, the provisions of of: (a) this Article VIII and Section 9.03 X shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as the Administrative Agentor Syndication Agent under this Agreement; and (b) Sections 11.3 and 11.4 shall continue to inure to its benefit.

Successor. Subject The Administrative Agent may resign as such at any time upon at least 30 days’ prior notice to the appointment Borrower and acceptance of all Lenders, provided that any such resignation shall not become effective until a successor Administrative Agent has been appointed as provided in this Section, Section 10.5 and such successor Administrative Agent has accepted such appointment. If the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. Upon any such resignationshall resign, the Required Lenders shall have the rightshall, subject to the approval immediately preceding proviso and subject to the consent of the Borrower (which approval shall such consent not to be unreasonably withheld), appoint another Lender as a successor to appoint the Administrative Agent which shall thereupon become such Administrative Agent’s successor hereunder (provided that the Required Lenders shall, subject to the consent of the Borrower unless an Event or Default or a successorPrepayment Event shall have occurred and be continuing (such consent not to be unreasonably withheld or delayed) offer to each of the other Lenders in turn, in the order of their respective Percentages of the Loan, the right to become successor Administrative Agent). If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent’s giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office commercial banking institution having a combined capital and surplus of at least $500,000,000 (or the equivalent in New Yorkother currencies), New Yorksubject, or an Affiliate in each case, to the consent of any the Borrower (such bankconsent not to be unreasonably withheld). Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the resigning Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring resigning Administrative Agent, and the retiring resigning Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any resigning Administrative Agent’s resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of of: (a) this Article VIII and Section 9.03 X shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was under this Agreement; and (b) Section 11.3 and Section 11.4 shall continue to inure to its benefit. If a Lender acting as the Administrative AgentAgent assigns its Loan to one of its Affiliates, such Administrative Agent may, subject to the consent of the Borrower (such consent not to be unreasonably withheld or delayed) assign its rights and obligations as Administrative Agent to such Affiliate.

Successor. Subject The Syndication Agent may resign as such upon one Business Day's notice to WWI and the appointment and acceptance of a successor Administrative Agent as provided in this Section, the Agent. The Administrative Agent may resign as such at any time upon at least 30 days prior notice to WWI and all Lenders. If the Lenders, the Issuing Bank and the Borrower. Upon Administrative Agent at any such resignationtime shall resign, the Required Lenders shall have may, with the right, subject to the approval prior consent of the Borrower WWI (which approval consent shall not be unreasonably withheld), to appoint another Lender as a successorsuccessor Administrative Agent which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office commercial banking institution organized under the laws of the U.S. (or any State thereof) or a U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; PROVIDED, HOWEVER, that if, such retiring Administrative Agent is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth in New Yorkabove, New Yorkthe retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, or an Affiliate of any such bankif any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring -106- Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of of (a) this Article VIII and Section 9.03 ARTICLE X shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as the Administrative Agentunder this Agreement; and (b) SECTION 11.3 and SECTION 11.4 shall continue to inure to its benefit.

Successor. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section, the Administrative The Collateral Agent may resign at any time upon at least 30 days' notice to the LendersSecured Parties. If the Collateral Agent at any time shall resign, the Issuing Bank and the Borrower. Upon any such resignationSecured Parties, the Required Lenders shall have the rightby majority consent, subject may appoint another mutually agreed Secured Party as a successor to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successorCollateral Agent. If no successor shall have been so appointed by the Required Lenders and shall have accepted Secured Parties do not make such appointment within 30 ten (10) business days after prior to the scheduled resignation date of the Collateral Agent, the retiring Administrative Collateral Agent gives notice of its resignationshall appoint a new Collateral Agent from the Secured Parties or, then the retiring Administrative Agent mayif no Secured Party accepts such appointment, on behalf from among commercial banking institutions or trust institutions generally. In furtherance of the Lenders and foregoing, upon the Issuing Bankannouncement that the Collateral Agent will resign in its capacity as the Collateral Agent, each of the Secured Parties agrees to use its best efforts to promptly appoint a successor Administrative Agent that shall be a bank with an office in New York, New York, or an Affiliate of any such bankanother Collateral Agent. Upon the acceptance of its any appointment as the Administrative Collateral Agent hereunder by a successorhereunder, such successor Collateral Agent shall be entitled to receive from the retiring Collateral Agent such documents of transfer and assignment as such successor Collateral Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Collateral Agent, and the retiring Administrative Collateral Agent shall be discharged from all its duties and obligations under this Agreement and the Loan Documents in its capacity as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorNotes. After the Administrative retiring Collateral Agent’s 's resignation hereunderhereunder as the Collateral Agent, the provisions of this Article VIII and Section 9.03 3 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by it while it was the Collateral Agent under this Agreement and the Notes, and any of them while the retiring Administrative Agent was acting as the Administrative Agentother agreement relating thereto.

Successor. Subject The Administrative Agent may resign as such at any time upon at least 30 days’ prior notice to the appointment Term Loan Borrower and acceptance of all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent as provided in this Section, which shall thereupon become the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successorhereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent’s giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided that, if such retiring Administrative Agent is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth in New Yorkabove, New Yorkthe retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, or an Affiliate of any such bankif any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity Documents. After any retiring Administrative Agent’s resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.03 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as under the Administrative AgentLoan Documents, and Section 11.3 and Section 11.4 shall continue to inure to its benefit.

Successor. Subject The Administrative Agent, the Syndication Agent and the Collateral Agent may resign as such at any time upon at least 30 days prior notice to the appointment Borrower, the Syndication Agent and acceptance all Term Loan Lenders and, in the case of the Administrative Agent, the Collateral Agent, and in the case of the Collateral Agent, the Administrative Agent. If the Administrative Agent, the Syndication Agent or the Collateral Agent at any time shall resign, the Required Term Loan Lenders may, with the prior consent of the Borrower and the Syndication Agent (which consents shall not be unreasonably withheld or delayed), appoint another Lender as a successor Administrative Agent as provided in this Section, or Collateral Agent which shall thereupon become the Administrative Agent, Syndication Agent may resign at any time upon notice to or the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successorCollateral Agent hereunder. If no successor Administrative Agent, Syndication Agent or Collateral Agent shall have been so appointed by the Required Lenders Term Loan Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's, Syndication Agent's or Collateral Agent's giving notice of its resignation, then the retiring Administrative Agent, Syndication Agent or Collateral Agent may, on behalf of the Lenders and the Issuing BankTerm Loan Lenders, appoint a successor Administrative Agent that or Collateral Agent, which shall be one of the Lenders or a bank commercial banking institution organized under the laws of the United States or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $500,000,000. Notwithstanding the foregoing, for so long as ABN shall act as Administrative Agent, if no successor Administrative Agent has been named and accepted its appointment as Administrative Agent, then ABN shall be permitted to resign and the Syndication Agent or the Collateral Agent shall succeed to the responsibilities of ABN as Administrative Agent; provided, that at no time during the period commencing with an office in New Yorkthe Administrative Agent tendering its notice of resignation and ending at the time that a successor Administrative Agent is named, New York, may DLJ resign as either the Syndication Agent or an Affiliate of any such bankCollateral Agent. Upon the acceptance of its any appointment as the Administrative Agent, Syndication Agent or Collateral Agent hereunder by a successorsuccessor Administrative Agent, Syndication Agent or Collateral Agent, such successor Administrative Agent, Syndication Agent or Collateral Agent shall be entitled to receive from the retiring Administrative Agent, Syndication Agent or Collateral Agent such documents of transfer and assignment as such successor Administrative Agent, Syndication Agent or Collateral Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, Syndication Agent or Collateral Agent, and the retiring Administrative Agent, Syndication Agent or Collateral Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any retiring Administrative Agent's, retiring Syndication Agent's or Collateral Agent's resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative , Syndication Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative or Collateral Agent’s resignation hereunder, the provisions of of (a) this Article VIII and Section 9.03 IX shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them while the retiring Administrative Agent, retiring Syndication Agent or retiring Collateral Agent while it was acting as the Administrative Agent, the Syndication Agent or the Collateral Agent under this Agreement; and (b) Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. Subject Each Syndication Agent may resign as such upon one Business Day’s notice to the appointment Borrower and acceptance of a successor the Administrative Agent as provided in this Section, the Agent. The Administrative Agent may resign as such at any time upon at least 30 days prior notice to the Borrower and all Lenders, . If the Issuing Bank and the Borrower. Upon Administrative Agent at any such resignationtime shall resign, the Required Lenders shall have may, with the right, subject to the approval prior consent of the Borrower (which approval consent shall not be unreasonably withheld), to appoint another Lender as a successorsuccessor Administrative Agent which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent’s giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office commercial banking institution organized under the laws of the U.S. (or any State thereof) or a U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided, however, that if, such retiring Administrative Agent is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth in New Yorkabove, New Yorkthe retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, or an Affiliate of any such bankif any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any retiring Administrative Agent’s resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of of (a) this Article VIII and Section 9.03 X shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as the Administrative Agentunder this Agreement; and (b) Section 11.3 and Section 11.4 shall continue to inure to its benefit.

Successor. Subject Administrative Agent may, subject to Borrower's prior written consent that may not be unreasonably withheld, assign all of its Rights and obligations as Administrative Agent under the appointment and acceptance Credit Documents to any of its Affiliates, which Affiliate shall then be the successor Administrative Agent under the Credit Documents. Administrative Agent may also, upon 30 days prior notice to Borrower, voluntarily resign. If the initial or any successor Administrative Agent ever ceases to be a party to this agreement or if the initial or any successor Administrative Agent ever resigns then Required Lenders shall (which, if no Event of Default or Potential Default exists, is subject to Borrower's approval that may not be unreasonably withheld) appoint the successor Administrative Agent from among Lenders (other than the resigning Administrative Agent). If Required Lenders fail to appoint a successor Administrative Agent as provided in this Section, the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring resigning Administrative Agent gives has given notice of its resignation, then the retiring resigning Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, upon 30 days prior notice to Borrower, appoint a successor Administrative Agent that shall Agent, which must be a commercial bank with an office in New York, New York, or an Affiliate having a combined capital and surplus of any such bankat least $1,000,000,000 (as shown on its most recently published statement of condition). Upon the its acceptance of its appointment as successor Administrative Agent, the successor Administrative Agent hereunder by a successor, such successor shall succeed succeeds to and become becomes vested with all the rights, powers, privileges and duties of the retiring Rights of the prior Administrative Agent, and the retiring prior Administrative Agent shall be is discharged from all its duties and obligations of Administrative Agent under the Loan Documents in its capacity as Credit Documents, and each Lender shall execute the documents that any Lender, the resigning Administrative Agent. The fees payable by , or the Borrower to a successor Administrative Agent shall be reasonably request to reflect the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorchange. After the any Administrative Agent’s 's resignation hereunderas Administrative Agent under the Credit Documents, the provisions of this Article VIII and Section 9.03 shall continue in effect for the section inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be not taken by any of them it while the retiring it was Administrative Agent was acting as under the Administrative AgentCredit Documents.

Successor. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section, the The Administrative Agent may resign from its agency position at any time upon at least 30 days’ prior notice to the Borrower and all Lenders, . If the Issuing Bank and the Borrower. Upon Administrative Agent at any such resignationtime shall resign, the Required Lenders shall have the rightmay, subject upon at least 3 days’ (so long as one of such days is a Business Day) prior notice to the approval of Borrower and all Lenders, appoint another Lender as a successor Administrative Agent, which shall thereupon become the Borrower (which approval shall not be unreasonably withheld), to appoint a successorAdministrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent’s giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders Lenders, upon at least 3 days’ prior notice to the Borrower and the Issuing Bankall Lenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office commercial banking institution organized under the laws of the U.S. (or any State thereof) or a U.S. branch or agency of a commercial banking institution, and having (x) a combined capital and surplus of at least $250,000,000 and (y) a credit rating of AA or better by ▇▇▇▇▇’▇ or a comparable rating by S&P; provided, however, that if, after expending all reasonable commercial efforts, such retiring Administrative Agent is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth in New Yorkclause (y) above, New York, or an Affiliate such retiring Administrative Agent shall be permitted to appoint as its successor from all available commercial banking institutions willing to accept such appointment such institution having the highest credit rating of any all such bankavailable and willing institutions. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any retiring Administrative Agent’s resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of of (a) this Article VIII and Section 9.03 X shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as the Administrative Agentunder this Agreement; and (b) Section 11.3 and Section 11.4 shall continue to inure to its benefit.

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

Successor. Subject The Facility Agent may resign as such at any time upon at least 30 days' prior notice to the appointment Borrower and acceptance of all Lenders, provided that any such resignation (i) shall be subject to the restrictions in the FEC Supplemental Assignment Agreement and (ii) shall not become effective until a successor Administrative Facility Agent has been appointed as provided in this Section, Section 10.5 and such successor Facility Agent has accepted such appointment. If the Administrative Facility Agent may resign at any time upon notice to the Lendersshall resign, the Issuing Bank and the Borrower. Upon any such resignation, the Required Majority Lenders shall have the rightshall, subject to the approval immediately preceding proviso and subject to the consent of the Borrower (which approval shall such consent not to be unreasonably withheld), appoint another Lender as a successor to appoint the Facility Agent which shall thereupon become such Facility Agent's successor hereunder (provided that the Majority Lenders shall, subject to the consent of the Borrower unless an Event or Default or a successorPrepayment Event shall have occurred and be continuing (such consent not to be unreasonably withheld or delayed) offer to each of the other Lenders in turn, in the order of their respective Percentages (being, in the case of any Lender whose Percentages differ as between Commitments, its Percentage across all Commitments) of the Loan, the right to become successor Facility Agent). If no successor Facility Agent shall have been so appointed by the Required Lenders Majority Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Facility Agent's giving notice of its resignation, then the retiring Administrative Facility Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Facility Agent, which shall be one of the Lenders or a bank with an office commercial banking institution having a combined capital and surplus of at least $1,000,000,000 (or the equivalent in New Yorkother currencies), New Yorksubject, or an Affiliate in each case, to the consent of any the Borrower (such bankconsent not to be unreasonably withheld). Upon the acceptance of its any appointment as the Administrative Facility Agent hereunder by a successorsuccessor Facility Agent, such successor Facility Agent shall be entitled to receive from the resigning Facility Agent such documents of transfer and assignment as such successor Facility Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative resigning Facility Agent, and the retiring Administrative resigning Facility Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any resigning Facility Agent's resignation hereunder as the Administrative Facility Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of of: (a) this Article VIII and Section 9.03 X shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Facility Agent was under this Agreement; and (b) Section 11.3 and Section 11.4 shall continue to inure to its benefit. If a Lender acting as the Administrative AgentFacility Agent assigns its Loan to one of its Affiliates, such Facility Agent may, subject to the consent of the Borrower (such consent not to be unreasonably withheld or delayed) assign its rights and obligations as Facility Agent to such Affiliate.

Successor. Subject Either Agent may resign as such at any time upon at least 30 days' prior notice to Micro and all the appointment and acceptance of Lenders. If either Agent shall at any time resign, the Required Lenders, after consultations with Micro, may appoint another Lender as a successor Administrative Agent or Documentation Agent, as provided in this Sectionthe case may be, the whereupon such Lender shall become an Administrative Agent or Documentation Agent hereunder, as the case may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successorbe. If no successor Administrative Agent or Documentation Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's or Documentation Agent's giving notice of its resignation, then the retiring Administrative Agent or Documentation Agent may, on behalf of the Lenders and the Issuing BankLenders, after consultations with Micro, appoint a successor Administrative Agent that or Documentation Agent, as the case may be, which shall be one of the Lenders or a bank with an office in New Yorkcommercial banking institution organized under the laws of the United States (or any State thereof) or a U.S. branch or agency of a commercial banking institution, New York, or an Affiliate and having a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder or Documentation Agent hereunder, as the case may be, by a successorsuccessor Administrative Agent or Documentation Agent, as the case may be, such successor Administrative Agent or Documentation Agent shall be entitled to receive from the retiring Administrative Agent or Documentation Agent such documents of transfer and assignment as such successor Administrative Agent or Documentation Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent or Documentation Agent, as the case may be, and the retiring Administrative Agent or Documentation Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity as this Agreement. No resignation or removal of either the Administrative Agent. The fees payable by Agent or Documentation Agent pursuant to this Section 10.4 shall be effective until the Borrower to appointment of a successor Administrative Agent shall be or Documentation Agent, as the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorcase may be, has become effective. After the any retiring Administrative Agent’s 's or Documentation Agent's resignation hereunderhereunder as an Administrative Agent or Documentation Agent, as the case may be, the provisions of of: (a) this Article VIII and Section 9.03 ARTICLE X shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as the Administrative Agentor Documentation Agent under this Agreement; and (b) Sections 11.3 and 11.4 shall continue to inure to its benefit.

Successor. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Sectionbelow, the Administrative Agent or the Collateral Agent may resign at any time upon at least 30 days' prior notice to the LendersBorrower and all Banks. If the Administrative Agent or the Collateral Agent at any time shall resign, so long as no Event of Default shall have occurred and be continuing, the Issuing Bank Borrower with the consent of the remaining Agents (and the Borrower. Upon any such resignationif an Event of Default shall have occurred and be continuing, the Required Lenders Majority Banks) may appoint another a successor Administrative Agent or Collateral Agent which shall thereupon become the Administrative Agent or Collateral Agent, respectively, hereunder. In the event the successor Administrative Agent or the Collateral Agent is not at the time of its appointment, a Bank hereunder, so long as no Event of Default shall have occurred and be continuing, the Borrower shall have the right, subject right to consent to the approval of the Borrower (successor Administrative Agent or Collateral Agent, which approval consent shall not be unreasonably withheld), to appoint a successorwithheld or delayed. If no successor Administrative Agent or Collateral Agent shall have been so appointed by the Required Lenders Borrower and the Majority Banks, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's or Collateral Agent's giving notice of its resignation, then the retiring Administrative Agent or the Collateral Agent may, on behalf of the Lenders and the Issuing BankBanks, appoint a successor Administrative Agent that or Collateral Agent, respectively, which shall be one of the Banks or a bank with an office in New Yorkcommercial banking institution organized under the laws of the U.S. (or any State thereof) or a U.S. branch or agency of a commercial banking institution, New York, or an Affiliate and having a combined capital and surplus of any such bankat least $100,000,000. Upon the acceptance of its any appointment as the Administrative Agent or Collateral Agent hereunder by a successorsuccessor Administrative Agent or Collateral Agent, such successor Administrative Agent or Collateral Agent shall be entitled to receive from the retiring Administrative Agent or Collateral Agent such documents of transfer and assignment as such successor Administrative Agent or Collateral Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent or Collateral Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any retiring Administrative Agent's or Collateral Agent's resignation hereunder as the Administrative Agent or Collateral Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, respectively, the provisions of (a) this Article VIII and Section 9.03 IX shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as the Administrative Agentor Collateral Agent under this Agreement; and (b) Section 10.3 and Section 10.4 shall continue to inure to its benefit.

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

Successor. Subject The Administrative Agent may resign as such at any time upon at least 30 days’ prior notice to the appointment Borrower and acceptance of all Lenders, provided that any such resignation shall not become effective until a successor Administrative Agent for such resigning Administrative Agent has been appointed as provided in this Section, Section 11.4 and such successor Administrative Agent has accepted such appointment. If the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. Upon any such resignationshall resign, the Required Lenders shall have the rightshall, subject to the approval consent of the Borrower (such consent not to be unreasonably withheld) appoint another Lender as a successor to the Administrative Agent which approval shall thereupon become the Administrative Agent’s successor hereunder; provided, that the Required Lenders shall, subject to the consent of the Borrower (unless an Event of Default or a Prepayment Event shall have occurred and be continuing) (such consent not to be unreasonably withheld) and subject also to the consent of Finnvera (such consent not to be unreasonably withheld), offer to appoint a successoreach of the other Lenders in turn, in the order of their respective Loan amounts, the right to become successor Administrative Agent. If no successor Administrative Agent for the resigning Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring resigning Administrative Agent gives Agent’s giving notice of its resignation, then the retiring resigning Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office commercial banking institution having a combined capital and surplus of at least $500,000,000 (or the equivalent in New Yorkother currencies), New Yorksubject, or an Affiliate in each case, to the consent of any the Borrower (such bankconsent not to be unreasonably withheld). Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the resigning Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring resigning Administrative Agent, and the retiring resigning Administrative Agent shall be discharged from all its duties and obligations under this Agreement. If no successor shall have accepted its appointment as Administrative Agent hereunder within 30 days after the resignation of the resigning Administrative Agent then the Required Lenders shall cooperate in good faith to execute the duties of the Administrative Agent hereunder and under the other Loan Documents in and shall be entitled to the rights and indemnities of the Administrative Agent hereunder and the resigning Administrative Agent’s resignation shall be effective upon such date and it shall thereupon be discharged from all of its capacity duties and obligations under this Agreement and the other Loan Documents. After any resigning Administrative Agent’s resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of of: (a) this Article VIII and Section 9.03 XI shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was under this Agreement; and (b) Section 12.3 and Section 12.4 shall continue to inure to its benefit. If a Lender acting as the Administrative AgentAgent assigns its Loan to one of its Affiliates, the Administrative Agent may, subject to the consent of the Borrower (such consent not to be unreasonably withheld) assign its rights and obligations as Administrative Agent to such Affiliate.

Successor. Subject With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Issuing Banks under any of the Credit Documents, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the appointment Administrative Agent shall instead be made by or to each Lender and acceptance of each Issuing Bank directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section, the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor Administrative Agent that shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its a successor’s appointment as the Administrative Agent hereunder by a successorhereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Administrative Agent, and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the Loan other Credit Documents (if not already discharged therefrom as provided above in its capacity as the Administrative Agentthis Section). The fees payable by the Borrower Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring or removed Administrative Agent’s resignation hereunderhereunder and under the other Credit Documents, the provisions of this Article VIII and Section 9.03 10.26 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent was acting as the Administrative Agent.

Successor. Subject to the appointment and acceptance of a successor Administrative The Agent as provided in this Sectionmay, the Administrative Agent may resign subject (at any time no Event of Default or Default has occurred and is continuing) to the Borrower’s prior written consent that may not be unreasonably withheld, assign all of its rights and obligations as the Agent under the Loan Documents to any of its Affiliates, which Affiliate shall then be the successor Agent under the Loan Documents. The Agent may also, upon 30 days’ prior notice to the LendersBorrower, voluntarily resign. If the Issuing Bank and initial or any successor Agent ever ceases to be a party to this Agreement or if the Borrower. Upon initial or any such resignationsuccessor Agent ever resigns, then the Required Lenders shall have the right(which, if no Event of Default or Default has occurred and is continuing, is subject to the Borrower’s approval of the Borrower (which approval shall that may not be unreasonably withheld) appoint the successor Agent from among the Lenders (other than the resigning Agent), . If the Required Lenders fail to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment Agent within 30 days after the retiring Administrative resigning Agent gives has given notice of its resignation, then the retiring Administrative resigning Agent may, on behalf of the Lenders and Lenders, upon thirty (30) days prior notice to the Issuing BankBorrower, appoint a successor Administrative Agent Agent, subject (at any time no Event of Default or Default has occurred and is continuing) to the Borrower’s prior written consent that shall may not be unreasonably withheld, which must be a commercial bank with an office in New York, New York, or an Affiliate having a combined capital and surplus of any such bankat least $1,000,000,000 (as shown on its most recently published statement of condition). Upon the its acceptance of its appointment as successor Agent, the Administrative successor Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative rights of the prior Agent, and the retiring Administrative prior Agent shall be discharged from all its duties and obligations as Agent under the Loan Documents in its capacity as Documents, and each Lender shall execute the Administrative Agent. The fees payable by documents that any Lender, the Borrower resigning Agent or the successor Agent reasonably requests to a successor Administrative Agent shall be reflect the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorchange. After the Administrative any Agent’s resignation hereunderas the Agent under the Loan Documents, the provisions of this Article VIII and Section 9.03 shall continue in effect for the section inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be not taken by any of them it while it was the retiring Administrative Agent was acting as under the Administrative AgentLoan Documents.

Successor. Subject The Administrative Agent may resign as such at any time upon at least 30 days’ prior notice to the appointment Borrower and acceptance of all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent as provided in this Section, that shall thereupon become the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successorhereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent’s giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent is unable to find a commercial banking institution that is willing to accept such appointment and that meets the qualifications set forth in New Yorkabove, New Yorkthe retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, or an Affiliate of any such bankif any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity Documents. After any retiring Administrative Agent’s resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.03 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as under the Administrative AgentLoan Documents, and Section 10.3 and Section10.4 shall continue to inure to its benefit.

Successor. Subject The Administrative Agent, the Syndication Agent and the Collateral Agent may resign as such at any time upon at least 30 days' prior notice to the appointment Borrower, the Syndication Agent and acceptance all Term Loan Lenders and, in the case of the Administrative Agent, the Collateral Agent, and in the case of the Collateral Agent, the Administrative Agent. If the Administrative Agent, the Syndication Agent or the Collateral Agent at any time shall resign, the Required Term Loan Lenders may, with the prior consent of the Borrower and the Syndication Agent (which consents shall not be unreasonably withheld or delayed), appoint another Lender as a successor Administrative Agent as provided in this Section, or Collateral Agent which shall thereupon become the Administrative Agent, Syndication Agent may resign at any time upon notice to or the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successorCollateral Agent hereunder. If no successor Administrative Agent, Syndication Agent or Collateral Agent shall have been so appointed by the Required Lenders Term Loan Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's, Syndication Agent's or Collateral Agent's giving notice of its resignation, then the retiring Administrative Agent, Syndication Agent or Collateral Agent may, on behalf of the Lenders and the Issuing BankTerm Loan Lenders, appoint a successor Administrative Agent that or Collateral Agent, which shall be one of the Lenders or a bank commercial banking institution organized under the laws of the United States or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $500,000,000. Notwithstanding the foregoing, for so long as ABN shall act as Administrative Agent, if no successor Administrative Agent has been named and accepted its appointment as Administrative Agent, then ABN shall be permitted to resign and the Syndication Agent or the Collateral Agent shall succeed to the responsibilities of ABN as Administrative Agent; provided, that at no time during the period commencing with an office in New Yorkthe Administrative Agent tendering its notice of resignation and ending at the time that a successor Administrative Agent is named, New York, may DLJ resign as either the Syndication Agent or an Affiliate of any such bankCollateral Agent. Upon the acceptance of its any appointment as the Administrative Agent, Syndication Agent or Collateral Agent hereunder by a successorsuccessor Administrative Agent, Syndication Agent or Collateral Agent, such successor Administrative Agent, Syndication Agent or Collateral Agent shall be entitled to receive from the retiring Administrative Agent, Syndication Agent or Collateral Agent such documents of transfer and assignment as such successor Administrative Agent, Syndication Agent or Collateral Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, Syndication Agent or Collateral Agent, and the retiring Administrative Agent, Syndication Agent or Collateral Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any retiring Administrative Agent's, retiring Syndication Agent's or Collateral Agent's resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative , Syndication Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative or Collateral Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as the Administrative Agent.of

Successor. Subject The Administrative Agent may resign as such at any time upon at least 30 days' prior notice to the appointment Term Loan Borrower and acceptance of all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent as provided in this Section, which shall thereupon become the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successorhereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided that, if such retiring Administrative Agent is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth in New Yorkabove, New Yorkthe retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, or an Affiliate of any such bankif any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity Documents. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.03 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as under the Administrative AgentLoan Documents, and Section 11.3 and Section 11.4 shall continue to inure to its benefit.

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

Successor. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this SectionSection 8.07, the Administrative Agent may resign at any time upon notice to by notifying the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the right, subject to in consultation with the approval of the Borrower (which approval shall not be unreasonably withheld)Borrower, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor Administrative Agent that which shall be a bank with an office in New YorkTulsa, New YorkOklahoma, or an Affiliate of any such bank. Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity as the Administrative Agenthereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent it was acting as the Administrative Agent.

Successor. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section, the Administrative Agent Lender may resign as such at any time upon at least 30 days prior notice to the Borrowers’ Agent and all Lenders, the Issuing Bank and the Borrower. Upon If Administrative Lender at any such resignationtime shall resign, the Required Lenders may appoint another Lender as a successor Administrative Lender which shall have the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successorthereupon become Administrative Lender hereunder. If no successor Administrative Lender shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Lender’s giving notice of its resignation, then the retiring Administrative Agent Lender may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Lender, which shall be one of the Lenders or a bank with an office in New Yorkcommercial banking institution organized under the laws of the United States (or any State thereof) or a U.S. branch or agency of a commercial banking institution, New York, or an Affiliate and having a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent Lender hereunder by a successorsuccessor Administrative Lender, such successor Administrative Lender shall give Borrowers’ Agent notice of such acceptance, shall be entitled to receive from the retiring Administrative Lender such documents of transfer and assignment as such successor Administrative Lender may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative AgentLender, and the retiring Administrative Agent Lender shall be discharged from all its duties and obligations under the Loan Documents in its capacity as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorDocuments. After the any retiring Administrative AgentLender’s resignation hereunderhereunder as Administrative Lender, the provisions of (a) this Article VIII and Section 9.03 XII shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was Administrative Agent was acting as the Administrative AgentLender under this Agreement; and (b) Section 13.2 and Section 13.3 shall continue to inure to its benefit.

Successor. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section, the Administrative The Agent may resign as such at any time upon at least 10 days’ prior notice to the Lenders, the Issuing Bank Borrower and the BorrowerLenders. Upon If the Agent at any such resignationtime shall resign, the Required Lenders shall have may appoint another Lender as a successor Agent (with, so long as no Default or Event of Default has occurred and is continuing, the right, subject to the approval consent of the Borrower (which approval shall Borrower, provided that the resignation of the Agent is not be unreasonably withheldcontingent upon such consent), to appoint a successorwhich Lender, upon such appointment (and all applicable consents), thereupon shall become the Agent hereunder. If no successor Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent’s giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office in New Yorkcommercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, New Yorkand having a combined capital and surplus of at least $250,000,000; provided, or an Affiliate however, that if, such retiring Agent is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth above, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of any the duties of the Agent hereunder until such banktime, if any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Agent, such successor Agent shall be entitled to receive from the retiring Agent such documents of transfer and assignment as such successor Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorCredit Documents. After the Administrative any retiring Agent’s resignation hereunderhereunder as the Agent, the provisions of this Article VIII and Section 9.03 XII shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as under the Administrative AgentCredit Documents, and Section 13.3 and Section 13.4 shall continue to inure to its benefit.

Successor. Subject The Syndication Agent may resign upon one Business Day's notice to the appointment Borrower and acceptance of the Administrative Agent. The Administrative Agent may resign as such at any time upon at least 30 days' prior notice to the Borrower and all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent as provided in this Section, which shall thereupon become the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successorhereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office in New Yorkcommercial banking institution organized under the laws of the U.S. (or any State thereof) or a U.S. branch or agency of a commercial banking institution, New York, or an Affiliate and having a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of of (a) this Article VIII and Section 9.03 IX shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as the Administrative Agentunder this Agreement; and (b) Section 10.3 and Section 10.4 shall continue to inure to its benefit.

Successor. Subject Administrative Agent may assign all of its Rights and obligations as Administrative Agent under the Credit Documents to any of its Affiliates, which Affiliate shall then be the appointment successor Administrative Agent under the Credit Documents. Administrative Agent may also voluntarily resign and acceptance shall resign upon the request of Required Lenders for cause (i.e., Administrative Agent is continuing to fail to perform its responsibilities as Administrative Agent under the Credit Documents). If the initial or any successor Administrative Agent ever ceases to be a party to this agreement or if the initial or any successor Administrative Agent ever resigns (whether voluntarily or at the request of Required Lenders), then Required Lenders shall (which, if no Event of Default or Potential Default exists, is subject to Borrower’s approval that may not be unreasonably withheld) appoint the successor Administrative Agent from among Lenders (other than the resigning Administrative Agent). If Required Lenders fail to appoint a successor Administrative Agent as provided in this Section, the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring resigning Administrative Agent gives has given notice of its resignationresignation or Required Lenders have removed the resigning Administrative Agent, then the retiring resigning Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that shall Agent, which must be a commercial bank with an office in New York, New York, or an Affiliate having a combined capital and surplus of any such bankat least $1,000,000,000 (as shown on its most recently published statement of condition). Upon the its acceptance of its appointment as successor Administrative Agent, the successor Administrative Agent hereunder by a successor, such successor shall succeed succeeds to and become becomes vested with all the rights, powers, privileges and duties of the retiring Rights of the prior Administrative Agent, and the retiring prior Administrative Agent shall be is discharged from all its duties and obligations of Administrative Agent under the Loan Documents in its capacity as Credit Documents, and each Lender shall execute the documents that any Lender, the resigning or removed Administrative Agent. The fees payable by , or the Borrower to a successor Administrative Agent shall be reasonably request to reflect the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorchange. After the any Administrative Agent’s resignation hereunderor removal as Administrative Agent under the Credit Documents, the provisions of this Article VIII and Section 9.03 shall continue in effect for the section inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be not taken by any of them it while the retiring it was Administrative Agent was acting as under the Administrative AgentCredit Documents.

Successor. Subject The Syndication Agent or the Documentation Agent may resign as such upon one Business Day's notice to the appointment Company and acceptance of a successor the Administrative Agent as provided in this Section, the Agent. The Administrative Agent may resign as such at any time upon at least 30 days' prior notice to the Company and all Lenders, . If the Issuing Bank and the Borrower. Upon Administrative Agent at any such resignationtime shall resign, the Required Lenders shall have may, with the right, subject to the approval prior consent of the Borrower Company (which approval consent shall not be unreasonably withheld), to appoint another Lender as a successorsuccessor Administrative Agent which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office in New Yorkcommercial banking institution organized under the laws of the United States or a United States branch or agency of a commercial banking institution, New York, or an Affiliate and having a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of (i) this Article VIII and Section 9.03 IX shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as the Administrative Agentunder this Agreement, and (ii) Section 11.3 and Section 11.4 shall continue to inure to its benefit.

Successor. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section, If at any time the Administrative Agent deems it advisable, in its sole discretion, it may resign at submit to each of the Lenders a written notification of its resignation as Administrative Agent under the Loan Documents, such resignation to be effective on the later to occur of (i) the thirtieth day after the date of such notice and (ii) the date upon which any time upon notice to successor Administrative Agent, in accordance with the Lendersprovisions of this Section 10.9, the Issuing Bank and the Borrowershall have accepted in writing its appointment as such successor Administrative Agent. Upon any such resignationresignation of the Administrative Agent, the Required Lenders shall have the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), right to appoint from among the Lenders a successorsuccessor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives Agent's giving of notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent, which successor Administrative Agent that shall be a commercial bank with an office in New York, New York, organized under the laws of the United States of America or an Affiliate of any such bankState thereof and having a combined capital and surplus of at least $100,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent's rights, powers, privileges and duties as Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity shall be terminated. The Borrower and the Lenders shall execute such documents as the shall be necessary to effect such appointment. After any retiring Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same 's resignation as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.03 10 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was Administrative Agent was under the Loan Documents. If at any time hereunder there shall not be a duly appointed and acting as the Administrative Agent, the Borrower agrees to make each payment due under the Loan Documents directly to the Persons entitled thereto during such time.

Successor. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section, the Administrative Any Agent may resign as such at any time upon at least 30 days' prior notice to the Borrower and all Lenders, the Issuing Bank and the Borrower. Upon If any such resignationAgent at any time shall resign, the Required Lenders shall have the right, subject may appoint another Lender reasonably acceptable to the approval of Borrower as a successor to such Agent which shall thereupon become an Agent hereunder in such capacity as the Borrower (which approval shall not be unreasonably withheld), to appoint a successorretiring Agent. If no successor Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office commercial banking institution organized under the laws of the U.S. (or any State thereof) or a U.S. branch or agency of a commercial banking institution, and having (x) a combined capital and surplus of at least $250,000,000 and (y) a credit rating of AA or better by ▇▇▇▇▇'▇ or a comparable rating by S&P; PROVIDED, HOWEVER, that if, after expending all reasonable commercial efforts, such retiring Agent is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth in New YorkCLAUSE (y) above, New Yorksuch retiring Agent, or an Affiliate shall be permitted to appoint as its successor from all available commercial banking institutions willing to accept such appointment such institution having the highest credit rating of any all such bankavailable and willing institutions. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Agent, such successor Agent shall be entitled to receive from the retiring Agent such documents of transfer and assignment as such successor Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorthis Agreement. After the Administrative any retiring Agent’s 's resignation hereunderhereunder as Agent, the provisions of of (a) this Article VIII and Section 9.03 ARTICLE IX shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring Administrative it was an Agent was acting as the Administrative Agentunder this Agreement; and (b) SECTIONS 10.3 and 10.4 shall continue to inure to its benefit.

Successor. Subject The Administrative Agent may resign as such at any time upon at least 30 days' prior notice to the appointment Borrower and acceptance of all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent as provided in this Section, which shall thereupon become the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successorhereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office commercial banking institution organized under the laws of the U.S. (or any State thereof) or a U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000 to act as Administrative Agent until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above; provided, however, that if, such retiring Administrative Agent is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth in New Yorkabove, New Yorkthe retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, or an Affiliate if any, as the Required Lenders appoint a successor as provided for above. The appointment of any such banksuccessor Administrative Agent pursuant to the fifth sentence of this Section 9.4 shall require the consent of the Borrower, which consent shall not be unreasonably withheld or delayed and which consent shall not be required if a Default has occurred and is then continuing. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity Documents. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.03 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as under the Administrative AgentLoan Documents, and Sections 10.3 and 10.4 shall continue to inure to its benefit.

Successor. Subject to Any of the appointment and acceptance of a successor Administrative Agent as provided in this Section, the Administrative Agent Agents may resign as such at any time upon at least 30 days’ prior notice to the Borrower and all Lenders, . If the Issuing Bank and the Borrower. Upon Administrative Agent at any such resignationtime shall resign, the Required Lenders may appoint another Lender as the successor Administrative Agent which shall have thereupon become the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successorAdministrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent’s giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office in New Yorkcommercial banking institution organized under the laws of the U.S. (or any State thereof) or a U.S. branch or agency of a commercial banking institution, New York, or an Affiliate and having a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorthis Agreement. After the a retiring Administrative Agent’s resignation hereunderhereunder as a Administrative Agent, the provisions of this Article VIII and Section 9.03 IX shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as under this Agreement, and Section 10.4 (and, with respect to the Administrative Agent, Section 10.3) shall continue to inure to its benefit.

Successor. Subject Administrative Agent may assign all of its Rights and obligations as Administrative Agent under the Loan Documents to any of its Affiliates, which Affiliate shall then be the appointment successor Administrative Agent under the Loan Documents. Administrative Agent may also voluntarily resign by giving thirty (30) days' prior written notice to Borrower and acceptance Lenders, and shall resign upon the request of the Required Lenders for cause (i.e., Administrative Agent is continuing to fail to perform its responsibilities as Administrative Agent under the Loan Documents). If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or any successor Administrative Agent ever resigns (whether voluntarily or at the request of the Required Lenders), then the Required Lenders shall (which, if no Default or Potential Default exists, is subject to Borrower's approval that may not be unreasonably withheld) appoint the successor Administrative Agent from among Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint a successor Administrative Agent as provided in this Section, within thirty (30) days after the resigning Administrative Agent may resign at any time upon has given notice to the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, of resignation or the Required Lenders shall have removed the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring resigning Administrative Agent gives notice of its resignationAgent, then the retiring resigning Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent (which, if no Default or Potential Default exists, is subject to Borrower's approval that shall may not be unreasonably withheld), which must be a commercial bank with an office in New York, New York, having a combined capital and surplus of at least $10,000,000,000 (as shown on its most recently published statement of condition) and whose debt obligations (or an Affiliate of any such bank. whose parent's debt obligations) are rated not less than Baa1 by ▇▇▇▇▇'▇ or BBB+ by S & P. Upon the its acceptance of its appointment as successor Administrative Agent, the successor Administrative Agent hereunder by a successor, such successor shall succeed succeeds to and become becomes vested with all the rights, powers, privileges and duties of the retiring Rights of the prior Administrative Agent, and the retiring prior Administrative Agent shall be is discharged from all its duties and obligations as Administrative Agent under the Loan Documents in its capacity as Documents, and each Lender shall execute the documents that any Lender, the resigning or removed Administrative Agent. The fees payable by , or the Borrower to a successor Administrative Agent shall be reasonably requests to reflect the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorchange. After the any Administrative Agent’s 's resignation hereunderor removal as Administrative Agent under the Loan Documents, the provisions of this Article VIII and Section 9.03 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be not taken by any of them it while the retiring it was Administrative Agent was acting as under the Administrative AgentLoan Documents. If Borrower fails to respond to any written request for any consent required in this Section 12.1 (b) within ten (10) days after the date that Borrower receives such request, then Borrower shall be deemed to have given its consent to such request.

Successor. Subject The Syndication Agent may resign as such upon one Business Day's notice to the appointment Borrower and acceptance of a successor the Administrative Agent as provided in this Section, the Agent. The Administrative Agent may resign as such at any time upon at least 30 days' prior notice to the Borrower and all Lenders, . If the Issuing Bank and the Borrower. Upon Administrative Agent at any such resignationtime shall resign, the Required Lenders shall have may, with the right, subject to the approval prior consent of the Borrower (which approval consent shall not be unreasonably withheld), to appoint another Lender as a successorsuccessor Administrative Agent which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office in New Yorkcommercial banking institution organized under the laws of the United States or a United States branch or agency of a commercial banking institution, New York, or an Affiliate and having a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorthis Agreement. After the Administrative Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as the Administrative Agent.retiring

Successor. Subject The Administrative Agent, the Syndication Agent and the Collateral Agent may resign as such at any time upon at least 30 days' prior notice to the appointment Revolving Credit Borrowers, the Syndication Agent, all Revolving Credit Lenders and, in the case of the Administrative Agent, the Collateral Agent, and, in the case of the Collateral Agent, the Administrative Agent. If the Administrative Agent, the Syndication Agent or the Collateral Agent at any time shall resign, the Required Revolving Credit Lenders may, with the prior consent of the Revolving Credit Borrowers and acceptance of the Syndication Agent (which consents shall not be unreasonably withheld or delayed), appoint another Lender as a successor Administrative Agent as provided in this Section, or the Collateral Agent which shall thereupon become the Administrative Agent may resign at any time upon notice to or the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successorCollateral Agent hereunder. If no successor Administrative Agent, Syndication Agent or Collateral Agent shall have been so appointed by the Required Lenders Revolving Credit Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's, Syndication Agent's or Collateral Agent's giving notice of its resignation, then the retiring Administrative Agent, Syndication Agent or Collateral Agent may, on behalf of the Lenders and the Issuing BankRevolving Credit Lenders, appoint a successor Administrative Agent, Syndication Agent that or Collateral Agent, which shall be one of the Lenders or a bank commercial banking institution organized under the laws of the United States or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $500,000,000. Notwithstanding the foregoing, for so long as ABN shall act as Administrative Agent, if no successor Administrative Agent has been named and accepted its appointment as Administrative Agent, then ABN shall be permitted to resign and the Syndication Agent or the Collateral Agent shall succeed to the responsibilities of ABN as Administrative Agent; provided, that at no time during the period commencing with an office in New Yorkthe Administrative Agent tendering its notice of resignation and ending at the time that a successor Administrative Agent is named, New York, may DLJ resign as either the Syndication Agent or an Affiliate of any such bankthe Collateral Agent. Upon the acceptance of its any appointment as the Administrative Agent, Syndication Agent or Collateral Agent hereunder by a successorsuccessor Administrative Agent, Syndication Agent or Collateral Agent, such successor Administrative Agent, Syndication Agent or Collateral Agent shall be entitled to receive from the retiring Administrative Agent, Syndication Agent or Collateral Agent such documents of transfer and assignment as such successor Administrative Agent, Syndication Agent or Collateral Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, Syndication Agent or Collateral Agent, and the retiring Administrative Agent or Collateral Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any retiring Administrative Agent's, Syndication Agent's or Collateral Agent's resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative , Syndication Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative or Collateral Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as the Administrative Agent.of

Successor. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this SectionSection 8.07, the Administrative Agent may resign at any time upon notice to by notifying the Lenders, the Issuing Bank and the BorrowerCompany. Upon any such resignation, the Required Lenders shall have the right, subject to in consultation with the approval of the Borrower (which approval shall not be unreasonably withheld)Company, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor Administrative Agent that which shall be a bank with an office in New YorkTulsa, New YorkOklahoma, or an Affiliate of any such bank. Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity as the Administrative Agenthereunder. The fees payable by the Borrower Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Borrowers and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent it was acting as the Administrative Agent.

Successor. Subject With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Issuing Banks under any of the Credit Documents, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the appointment Administrative Agent shall instead be made by or to each Lender and acceptance of each Issuing Bank directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section, the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor Administrative Agent that shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its a successor’s appointment as the Administrative Agent hereunder by a successorhereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Administrative Agent, and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the Loan other Credit Documents (if not already discharged therefrom as provided above in its capacity as the Administrative Agentthis Section). The fees payable by the Borrower Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Borrowers and such successor. After the retiring or removed Administrative Agent’s resignation hereunderhereunder and under the other Credit Documents, the provisions of this Article VIII and Section 9.03 10.26 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent was acting as the Administrative Agent.

Successor. Subject The Administrative Agent may resign as such at any time upon at least 30 days' prior notice to the appointment Company and acceptance of all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent as provided in this Section, which shall thereupon become the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successorhereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or, with the approval of the Company (such approval not to be unreasonably withheld), a bank with an office in New Yorkcommercial banking institution organized under the laws of the U.S. (or any State thereof) or a U.S. branch or agency of a commercial banking institution, New York, or an Affiliate and having a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of of (a) this Article VIII and Section 9.03 10 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as the Administrative Agentunder this Agreement; and (b) Section 10.2 and Section 10.3 shall continue to inure to its benefit.

Successor. Subject The Syndication Agent may resign as such upon one --------- Business Day's notice to the appointment Borrower and acceptance of a successor the Administrative Agent as provided in this Section, the Agent. The Administrative Agent may resign as such at any time upon at least 30 days' prior notice to the Borrower and all Lenders, . If the Issuing Bank and the Borrower. Upon Administrative Agent at any such resignationtime shall resign, the Required Lenders shall have may, with the right, subject to the approval prior consent of the Borrower (which approval consent shall not be unreasonably withheld), to appoint another Lender as a successorsuccessor Administrative Agent which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 20 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office in New Yorkcommercial banking institution organized under the laws of the United States or a United States branch or agency of a commercial banking institution, New York, or an Affiliate and having a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of (i) this Article VIII and Section 9.03 IX shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be ---------- taken by any of them it while it was the retiring Administrative Agent was acting as the Administrative Agent.under this Agreement and (ii) Section 10.3 and Section 10.4 shall continue to inure to its benefit. ------------ ------------

Successor. Subject Administrative Agent may assign all of its Rights and obligations as Administrative Agent under the Credit Documents to any of its Affiliates, which Affiliate shall then be the appointment successor Administrative Agent under the Credit Documents. Administrative Agent may also voluntarily resign and acceptance shall resign upon the request of Required Lenders for cause (i.e., Administrative Agent is continuing to fail to perform its responsibilities as Administrative Agent under the Credit Documents). If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or any successor Administrative Agent ever resigns (whether voluntarily or at the request of Required Lenders), then Required Lenders shall (which, if no Event of Default or Potential Default exists, is subject to Borrower's approval that may not be unreasonably withheld) appoint the successor Administrative Agent from among Lenders (other than the resigning Administrative Agent). If Required Lenders fail to appoint a successor Administrative Agent as provided in this Section, the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring resigning Administrative Agent gives has given notice of its resignationresignation or Required Lenders have removed the resigning Administrative Agent, then the retiring resigning Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that shall Agent, which must be a commercial bank with an office in New York, New York, or an Affiliate having a combined capital and surplus of any such bankat least One Billion Dollars ($1,000,000,000) (as shown on its most recently published statement of condition). Upon the its acceptance of its appointment as successor Administrative Agent, the successor Administrative Agent hereunder by a successor, such successor shall succeed succeeds to and become becomes vested with all the rights, powers, privileges and duties of the retiring Rights of the prior Administrative Agent, and the retiring prior Administrative Agent shall be is discharged from all its duties and obligations of Administrative Agent under the Loan Credit Documents (but, when used in its capacity as connection with LCs issued and outstanding before the appointment of the successor Administrative Agent. The fees payable by , "Administrative Agent" shall AMENDED AND RESTATED CREDIT AGREEMENT AMERICAN NATIONAL BANK Page 65 ULTRAK OPERATING, L.P. continue to refer solely to the Borrower to a prior Administrative Agent, but any LCs issued or renewed after the appointment of any successor Administrative Agent shall be issued or renewed by the same as those payable successor Administrative Agent), and each Lender shall execute the documents that any Lender, the resigning or removed Administrative Agent, or the successor Administrative Agent reasonably request to its predecessor unless otherwise agreed between reflect the Borrower and such successorchange. After the any Administrative Agent’s 's resignation hereunderor removal as Administrative Agent under the Credit Documents, the provisions of this Article VIII and Section 9.03 shall continue in effect for the section inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be not taken by any of them it while the retiring it was Administrative Agent was acting as under the Administrative AgentCredit Documents.

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

Successor. Subject The Administrative Agent may resign as such --------- at any time upon at least 30 days' prior notice to the Borrowers and all Lenders, such resignation to become effective only upon the effectiveness of the appointment and acceptance of a successor Administrative Agent as provided in this Section, Agent. If the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. Upon any such resignationshall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent which shall have thereupon become the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successorAdministrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office in New Yorkcommercial banking institution organized under the laws of the U.S. (or any State thereof) or a U.S. branch or agency of a commercial banking institution, New York, or an Affiliate and having a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.03 IX shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to ---------- be taken by any of them it while it was the retiring Administrative Agent was acting as the Administrative Agent.under this Agreement, and Section 10.3 and Section 10.4 shall continue to inure to its benefit. ------------ ------------

Successor. Subject The Administrative Agent may resign as such at any time upon at least 30 days' prior written notice to the appointment Borrower and acceptance all Lenders. If the Administrative Agent at any time shall resign, the Borrower with the approval of the Majority Lenders may appoint another Lender as a successor Administrative Agent as provided in this Section, which shall thereupon become the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successorhereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Majority Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office in New Yorkcommercial lending institution organized under the laws of Canada, New York, or an Affiliate and having a combined capital and surplus of any such bankat least C$500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.03 9 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as the Administrative Agentunder this Agreement; and Section 9.3 and Section 9.4 shall continue to inure to its benefit.

Successor. Subject Administrative Agent may assign all of its Rights and obligations as Administrative Agent under the Loan Documents to any of its Affiliates, which Affiliate shall then be the appointment successor Administrative Agent under the Loan Documents. Administrative Agent may also voluntarily resign by giving thirty (30) days' prior written notice to Borrower and acceptance Lenders, and shall resign upon the request of the Required Lenders for cause (i.e., Administrative Agent is continuing to fail to perform its responsibilities as Administrative Agent under the Loan Documents). If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or any successor Administrative Agent ever resigns (whether voluntarily or at the request of the Required Lenders), then the Required Lenders shall (which, if no Default or Potential Default exists, is subject to Borrower's approval that may not be unreasonably withheld) appoint the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint a successor Administrative Agent as provided in this Section, within thirty (30) days after the resigning Administrative Agent may resign at any time upon has given notice to the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, of resignation or the Required Lenders shall have removed the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring resigning Administrative Agent gives notice of its resignationAgent, then the retiring resigning Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent (which, if no Default or Potential Default exists, is subject to Borrower's approval that shall may not be unreasonably withheld), which must be a commercial bank with an office in New York, New York, having a combined capital and surplus of at least $1,000,000,000.00 (as shown on its most recently published statement of condition) and whose debt obligations (or an Affiliate of any such bank. whose parent's debt obligations) are rated not less than Baa1 by ▇▇▇▇▇'▇ or BBB+ by S & P. Upon the its acceptance of its appointment as successor Administrative Agent, the successor Administrative Agent hereunder by a successor, such successor shall succeed succeeds to and become becomes vested with all the rights, powers, privileges and duties of the retiring Rights of the prior Administrative Agent, and the retiring prior Administrative Agent shall be is discharged from all its duties and obligations of Administrative Agent under the Loan Documents in its capacity as Documents, and each Lender shall execute the documents that any Lender, the resigning or removed Administrative Agent. The fees payable by , or the Borrower to a successor Administrative Agent shall be reasonably request to reflect the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorchange. After the any Administrative Agent’s 's resignation hereunderor removal as Administrative Agent under the Loan Documents, the provisions of this Article VIII and Section 9.03 shall continue in effect for the SECTION inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be not taken by any of them it while the retiring it was Administrative Agent was acting as under the Administrative AgentLoan Documents. If Borrower fails to respond to any written request for any consent required in this SECTION 12.1(b) within ten (10) days after the date that Borrower receives such request, then Borrower shall be deemed to have given its consent to such request.

Successor. Subject to the appointment and acceptance of a successor An Administrative Agent as provided in this Section, the Administrative Agent Lender may resign as such at any time upon at least 30 days prior notice to the Lenders, the Issuing Bank other Lenders and the Borrowerto Penford Corporation. Upon If an Administrative Lender at any such resignationtime shall resign, the Required Lenders may appoint another Lender as a successor Administrative Lender which shall have the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successorthereupon become Administrative Lender. If no successor Administrative Lender shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Lender's giving notice of its resignation, then the retiring Administrative Agent Lender may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Lender, which shall be one of Lenders or a bank with an office in New York, New York, or an Affiliate commercial banking institution having a combined capital and surplus of any such bankat least US$500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder Lender by a successorsuccessor Administrative Lender, such successor Administrative Lender shall give Penford Corporation notice of such acceptance, shall be entitled to receive from the retiring Administrative Lender such documents of transfer and assignment as such successor Administrative Lender may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative AgentLender, and the retiring Administrative Agent Lender shall be discharged from all its duties and obligations under the Loan Documents in its capacity as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorthis Agreement. After the any retiring Administrative Agent’s Lender's resignation hereunderas Administrative Lender, the provisions of this Article VIII Agreement and Section 9.03 any indemnity and expense reimbursement provision of the Loan Documents shall continue in effect for the to inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was Administrative Agent was acting as the Administrative AgentLender.

Successor. Subject Each Agent may resign as such at any time upon at least 30 days' prior notice to the appointment Borrower and acceptance of all Lenders. If either the Syndication Agent or the Documentation Agent resigns, no successor shall be appointed. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent as provided in this Section, which shall thereupon become the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successorhereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office in New York, New York, or an Affiliate commercial banking institution organized under the laws of any such bankthe United States and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under this Agreement, other than liabilities that have accrued prior to the Loan Documents in its capacity as the appointment of such successor Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the any retiring Administrative Agent’s 's resignation hereunderhereunder as Administrative Agent, the provisions of this Article VIII IX and Section 9.03 10.3 shall continue in effect for the to inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions action taken or omitted to be taken by any of them it while the retiring it was Administrative Agent was acting as the Administrative Agenthereunder.

Successor. Subject The Administrative Agent may resign as such at any time upon at least 30 days’ prior notice to Holdings and the appointment Borrowers and acceptance of all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent as provided in this Section, which shall thereupon become the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successorhereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent’s giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office in New Yorkcommercial banking institution organized under the laws of the U.S. (or any state thereof) or a U.S. branch or agency of a commercial banking institution, New Yorkand having a combined capital and surplus of at least $250,000,000; provided, or an Affiliate however that if, such retiring Administrative Agent is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of any the duties of the Administrative Agent hereunder until such banktime, if any, as the Required Lenders appoint a successor as provided above. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity Documents. After any retiring Administrative Agent’s resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.03 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as under the Administrative AgentLoan Documents, and Section 11.3 and Section 11.4 shall continue to inure to its benefit.

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

Successor. Subject Administrative Agent may assign all of its Rights and obligations as Administrative Agent under the Loan Documents to any of its Affiliates, which Affiliate shall then be the appointment successor Administrative Agent under the Loan Documents. Administrative Agent may also voluntarily resign by giving thirty (30) days' prior written notice to Borrower and acceptance Lenders, and shall resign upon the request of the Required Lenders for cause (i.e., Administrative Agent is continuing to fail to perform its responsibilities as Administrative Agent under the Loan Documents). If the initial or any successor Administrative Agent ever ceases to be a party to this Agreement or if the initial or any successor Administrative Agent ever resigns (whether voluntarily or at the request of the Required Lenders), then the Required Lenders shall (which, if no Default or Potential Default exists, is subject to Borrower's approval that may not be unreasonably withheld) appoint the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent). If the Required Lenders fail to appoint a successor Administrative Agent as provided in this Section, within thirty (30) days after the resigning Administrative Agent may resign at any time upon has given notice to the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, of resignation or the Required Lenders shall have removed the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring resigning Administrative Agent gives notice of its resignationAgent, then the retiring resigning Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent (which, if no Default or Potential Default exists, is subject to Borrower's approval that shall may not be unreasonably withheld), which must be a commercial bank with an office in New York, New York, having a combined capital and surplus of at least $1,000,000,000.00 (as shown on its most recently published statement of condition) and whose debt obligations (or an Affiliate of any such bank. whose parent's debt obligations) are rated not less than Baa1 by ▇▇▇▇▇'▇ or BBB+ by S & P. Upon the its acceptance of its appointment as successor Administrative Agent, the successor Administrative Agent hereunder by a successor, such successor shall succeed succeeds to and become becomes vested with all the rights, powers, privileges and duties of the retiring Rights of the prior Administrative Agent, and the retiring prior Administrative Agent shall be is discharged from all its duties and obligations of Administrative Agent under the Loan Documents in its capacity as Documents, and each Lender shall execute the documents that any Lender, the resigning or removed Administrative Agent. The fees payable by , or the Borrower to a successor Administrative Agent shall be reasonably request to reflect the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorchange. After the any Administrative Agent’s 's resignation hereunderor removal as Administrative Agent under the Loan Documents, the provisions of this Article VIII and Section 9.03 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be not taken by any of them it while the retiring it was Administrative Agent was acting as under the Administrative AgentLoan Documents. If Borrower fails to respond to any written request for any consent required in this Section 12.1(b) within ten (10) days after the date that Borrower receives such request, then Borrower shall be deemed to have given its consent to such request.

Successor. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section, If at any time the Administrative Agent deems it advisable, in its sole discretion, it may resign at submit to each of the Lenders a written notification of its resignation as Administrative Agent under the Loan Documents, such resignation to be effective on the later to occur of (i) the thirtieth day after the date of such notice and (ii) the date upon which any time upon notice to successor Administrative Agent, in accordance with the Lendersprovisions of this section 10.9, the Issuing Bank and the Borrowershall have accepted in writing its appointment as such successor Administrative Agent. Upon any such resignationresignation of the Administrative Agent, the Required Lenders shall have the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), right to appoint from among the Lenders a successorsuccessor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives Agent's giving of notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent, which successor Administrative Agent that shall be a commercial bank with an office in New York, New York, organized under the laws of the United States of America or an Affiliate of any such bankState thereof and having a combined capital and surplus of at least $100,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent's rights, powers, privileges and duties as Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity shall be terminated. The Borrower and the Lenders shall execute such documents as the shall be necessary to effect such appointment. After any retiring Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same 's resignation as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.03 section 10 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was Administrative Agent was under the Loan Documents. If at any time hereunder there shall not be a duly appointed and acting as the Administrative Agent, the Borrower agrees to make each payment due under the Loan Documents directly to the Persons entitled thereto during such time.

Successor. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section, the Administrative The Intercreditor Collateral Agent may resign as such at any time upon at least 60 days' notice to the LendersNew GFI Administrative Agents and the Term Collateral Agent. If the Intercreditor Collateral Agent at any time shall resign, the Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), to Requisite Secured Parties may appoint another Secured Party as a successorsuccessor Intercreditor Collateral Agent. If no successor shall have been so appointed by the Required Lenders and shall have accepted Requisite Secured Parties do not make such appointment within 30 days after ten Business Days prior to the scheduled resignation date of the Intercreditor Collateral Agent, the retiring Administrative Intercreditor Collateral Agent gives notice of its resignationshall appoint a new Intercreditor Collateral Agent from among the Secured Parties or, then the retiring Administrative Agent mayif no Secured Party accepts such appointment, on behalf from among commercial banking institutions or trust institutions generally. In furtherance of the Lenders foregoing, upon the announcement that the Intercreditor Collateral Agent will resign in its capacity as the Intercreditor Collateral Agent, each Obligor and the Issuing Bank, Secured Parties agree to use their best efforts to promptly appoint a successor Administrative Agent that shall be a bank with an office in New York, New York, or an Affiliate of any such bankanother Intercreditor Collateral Agent. Upon the acceptance of its any appointment as the Administrative Intercreditor Collateral Agent hereunder by a successorhereunder, such successor Intercreditor Collateral Agent shall be entitled to receive from the retiring Intercreditor Collateral Agent such documents of transfer and assignment as such successor Intercreditor Collateral Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Intercreditor Collateral Agent, and the retiring Administrative Intercreditor Collateral Agent shall be discharged from all its duties and obligations under this Agreement and the Loan Documents in its capacity as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorCollateral Documents. After the Administrative retiring Intercreditor Collateral Agent’s 's resignation hereunderhereunder as the Intercreditor Collateral Agent, the provisions of this Article VIII and Section 9.03 V shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Intercreditor Collateral Agent was acting as under this Agreement and the Administrative AgentCollateral Documents and Section 4.2 shall continue to inure to its benefit.

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

Successor. Subject The Syndication Agent may resign as such upon one Business Day's notice to the appointment Company and acceptance of a successor the Administrative Agent as provided in this Section, the Agent. The Administrative Agent may resign as such at any time upon at least 30 days' prior notice to the Company and all Lenders, . If the Issuing Bank and the Borrower. Upon Administrative Agent at any such resignationtime shall resign, the Required Lenders shall have may, with the right, subject to the approval prior consent of the Borrower Company (which approval consent shall not be unreasonably withheld), to 151 160 appoint another Lender as a successorsuccessor Administrative Agent which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office in New Yorkcommercial banking institution organized under the laws of the United States or a United States branch or agency of a commercial banking institution, New York, or an Affiliate and having a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of of (a) this Article VIII and Section 9.03 IX shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as the Administrative Agentunder this Agreement; and (b) Section 11.3 and Section 11.4 shall continue to inure to its benefit.

Successor. Subject The Administrative Agent may resign as such at any time upon at least 30 days’ prior notice to the appointment Borrower and acceptance of all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent as provided in this Section, which shall thereupon become the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successorhereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent’s giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided that if, such retiring Administrative Agent is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth in New Yorkabove, New Yorkthe retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, or an Affiliate of any such bankif any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity Documents. After any retiring Administrative Agent’s resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.03 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as under the Administrative AgentLoan Documents, and Section 10.3 and Section 10.4 shall continue to inure to its benefit. SECTION 9.5.

Successor. Subject The Administrative Agent may resign as such at any time upon at least 30 days’ prior notice to the appointment Borrower and acceptance of all Lenders, provided that any such resignation shall not become effective until a successor Administrative Agent has been appointed as provided in this Section, Section 10.5 and such successor Administrative Agent has accepted such appointment. If the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. Upon any such resignationshall resign, the Required Lenders shall have the rightshall, subject to the approval immediately preceding proviso and subject to the consent of the Borrower (which approval shall such consent not to be unreasonably withheld), appoint another Lender as a successor to appoint the Administrative Agent which shall thereupon become such Administrative Agent’s successor hereunder (provided that the Required Lenders shall, subject to the consent of the Borrower unless an Event or Default or a successorPrepayment Event shall have occurred and be continuing (such consent not to be unreasonably withheld or delayed) offer to each of the other Lenders in turn, in the order of their respective Percentages of the Loan, the right to become successor Administrative Agent). If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent’s giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office commercial banking institution having a combined capital and surplus of at least $500,000,000 (or the equivalent in New Yorkother currencies), New Yorksubject, or an Affiliate in each case, to the consent of any the Borrower (such bankconsent not to be unreasonably withheld). Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the resigning Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring resigning Administrative Agent, and the retiring resigning Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any resigning Administrative Agent’s resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of of: (a) this Article VIII and Section 9.03 X shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was under this Agreement; and (b) Section 11.3 and Section 11.4 shall continue to inure to its benefit. If a Lender acting as the Administrative AgentAgent assigns its Loan to one of its Affiliates, such Administrative Agent may, subject to the consent of the Borrower (such consent not to be (NY) 18002/039/SOLSTICE4/solstice.4.loan.agt.doc unreasonably withheld or delayed) assign its rights and obligations as Administrative Agent to such Affiliate.

Successor. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section, the Administrative Any Agent may resign as such at any time upon at least 30 days' prior notice to the Borrower and all Lenders, the Issuing Bank and the Borrower. Upon If any such resignationAgent at any time shall resign, the Required Lenders shall have the right, subject may appoint another Lender reasonably acceptable to the approval of Borrower as a successor to such Agent which shall thereupon become an Agent hereunder in such capacity as the Borrower (which approval shall not be unreasonably withheld), to appoint a successorretiring Agent. If no successor Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office commercial banking institution organized under the laws of the U.S. (or any State thereof) or a U.S. branch or agency of a commercial banking institution, and having (x) a combined capital and surplus of at least $1,000,000,000 and (y) a credit rating of AA or better by Mood▇'▇ ▇▇ a comparable rating by S&P; provided, however, that if, after expending all reasonable commercial efforts, such retiring Agent is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth in New Yorkitem (y), New Yorksuch retiring Agent, or an Affiliate shall be permitted to appoint as its successor from all available commercial banking institutions willing to accept such appointment such institution having the highest credit rating of any all such bankavailable and willing institutions. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Agent, such successor Agent shall be entitled to receive from the retiring Agent such documents of transfer and assignment as such successor Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorthis Agreement. After the Administrative any retiring Agent’s 's resignation hereunderhereunder as Agent, the provisions of this Article VIII and Section 9.03 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring Administrative it was an Agent was acting as the Administrative Agentunder this Agreement, and Sections 10.3 and 10.4 shall continue to inure to its benefit.

Successor. Subject Agent may assign all of its Rights and obligations as Agent under the Loan Documents to any of its Affiliates, which Affiliate shall then be the appointment successor Agent under the Loan Documents. Agent may also voluntarily resign and acceptance shall resign upon the request of Determining Lenders for cause (i.e., Agent is continuing to fail to perform its responsibilities under the Loan Documents). If the initial, or any successor to, Agent ever ceases to be a party to this agreement or if either of the initial, or any successor to, Agent ever resigns (whether voluntarily or at the request of Determining Lenders), then Determining Lenders shall appoint a successor Administrative to Agent as provided in this Section, from among Lenders (other than the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrowerresigning Agent). Upon any such resignation, the Required If Determining Lenders shall have the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), fail to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted to such appointment Agent within 30 days after the retiring Administrative resigning Agent gives has given notice of its resignationresignation or Determining Lenders have removed the resigning Agent, then the retiring Administrative resigning Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent Agent, that shall (i) must be a commercial bank with an office in New Yorkhaving a combined capital and surplus of at least $1,000,000,000 (as shown on its most recently published statement of condition), New Yorkand (ii) must be consented to by Borrower, which consent shall not be unreasonably delayed or an Affiliate of any such bankwithheld. Upon the its acceptance of its appointment as successor Agent, the Administrative successor Agent hereunder by a successor, such successor shall succeed succeeds to and become becomes vested with all the rights, powers, privileges and duties of the retiring Administrative Rights of the prior Agent, and the retiring Administrative prior Agent shall be is discharged from all its duties and obligations as Agent under the Loan Documents in its capacity as Documents, 48 CREDIT AGREEMENT 54 and each Lender shall execute the Administrative documents that any Lender, the resigning or removed Agent. The fees payable by , or the Borrower successor Agent reasonably request to a successor Administrative Agent shall be reflect the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorchange. After Agent's resignation or removal as Agent under the Administrative Agent’s resignation hereunderLoan Documents, the provisions of this Article VIII and Section 9.03 shall continue in effect for the section inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be not taken by any of them it while it was Agent under the retiring Administrative Agent was acting as the Administrative AgentLoan Documents.

Successor. Subject The Syndication Agent may resign as such upon 10 Business Day's notice to the appointment Borrowers and acceptance the Administrative Agents. It is agreed that to the extent the Syndication Agent has resigned, all provisions of any Loan Document requiring the consent of the Syndication Agent or the Agents shall be deemed to require the consent of the Administrative Agents. Any Administrative Agent may resign as such at any time upon at least 30 days' prior notice to the Borrowers and all Lenders. If any Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent as provided in this Section, which shall thereupon replace the resigning Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successorhereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office commercial banking institution organized under the laws of (in New Yorkthe case of the U.S Facility) the U.S. (or any State thereof) or a U.S. branch or agency of a commercial banking institution, New Yorkand (in the case of the Canadian Facility) listed on Schedule I, II or an Affiliate III of the Bank Act (Canada) and (in each case) having a combined capital and surplus of at least $250,000,000 to act as the U.S. Administrative Agent, the Canadian Term Administrative Agent or the Canadian Revolving Administrative Agent, as the case may be, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above; provided that if, such retiring Administrative Agent is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth in above, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of such Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. The appointment of any such banksuccessor Administrative Agent pursuant to the fifth sentence of this Section 11.4 shall require the consent of the Canadian Borrower in the case of a Canadian Administrative Agent and the U.S. Borrower in the case of the U.S. Administrative Agent, which consent shall not be unreasonably withheld or delayed and which consent shall not be required if a Default has occurred and is then continuing. Upon the acceptance of its any appointment as the an Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity as the Documents. After any retiring Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same 's resignation hereunder as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the an Administrative Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.03 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was an Administrative Agent was acting as under the Administrative AgentLoan Documents, and Sections 12.3 and 12.4 shall continue to inure to its benefit.

Successor. Subject The Administrative Agent may resign as such at any time upon at least 30 days’ prior notice to the appointment Borrower and acceptance of all Lenders, provided that any such resignation shall not become effective until a successor Administrative Agent for such resigning Administrative Agent has NYDOCS01/1357357.3 46 been appointed as provided in this Section, Section 11.4 and such successor Administrative Agent has accepted such appointment. If the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. Upon any such resignationshall resign, the Required Lenders shall have the rightshall, subject to the approval consent of the Borrower (such consent not to be unreasonably withheld) appoint another Lender as a successor to the Administrative Agent which approval shall thereupon become the Administrative Agent’s successor hereunder; provided, that the Required Lenders shall, subject to the consent of the Borrower (unless an Event of Default or a Prepayment Event shall have occurred and be continuing) (such consent not to be unreasonably withheld) and subject also to the consent of Finnvera (such consent not to be unreasonably withheld), offer to appoint a successoreach of the other Lenders in turn, in the order of their respective Loan amounts, the right to become successor Administrative Agent. If no successor Administrative Agent for the resigning Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring resigning Administrative Agent gives Agent’s giving notice of its resignation, then the retiring resigning Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office commercial banking institution having a combined capital and surplus of at least $500,000,000 (or the equivalent in New Yorkother currencies), New Yorksubject, or an Affiliate in each case, to the consent of any the Borrower (such bankconsent not to be unreasonably withheld). Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the resigning Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring resigning Administrative Agent, and the retiring resigning Administrative Agent shall be discharged from all its duties and obligations under this Agreement. If no successor shall have accepted its appointment as Administrative Agent hereunder within 30 days after the resignation of the resigning Administrative Agent then the Required Lenders shall cooperate in good faith to execute the duties of the Administrative Agent hereunder and under the other Loan Documents in and shall be entitled to the rights and indemnities of the Administrative Agent hereunder and the resigning Administrative Agent’s resignation shall be effective upon such date and it shall thereupon be discharged from all of its capacity duties and obligations under this Agreement and the other Loan Documents. After any resigning Administrative Agent’s resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of of: (a) this Article VIII and Section 9.03 XI shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was under this Agreement; and (b) Section 12.3 and Section 12.4 shall continue to inure to its benefit. NYDOCS01/1357357.3 47 If a Lender acting as the Administrative AgentAgent assigns its Loan to one of its Affiliates, the Administrative Agent may, subject to the consent of the Borrower (such consent not to be unreasonably withheld) assign its rights and obligations as Administrative Agent to such Affiliate.

Successor. Subject The Administrative Agent may resign as such at any time upon at least 30 days' prior notice to the appointment Borrower and acceptance of all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent as provided in this Section, which shall thereupon become the Administrative Agent may resign at any time upon notice to the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the right, subject to the approval of the Borrower (which approval shall not be unreasonably withheld), to appoint a successorhereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent that Agent, which shall be one of the Lenders or a bank with an office in New Yorkcommercial banking institution organized under the laws of the U.S. (or any State thereof) or a U.S. branch or agency of a commercial banking institution, New York, or an Affiliate and having a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents in its capacity this Agreement. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of (a) this Article VIII and Section 9.03 ARTICLE 9 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as the Administrative Agentunder this Agreement; and (b) SECTION 10.3 and SECTION 10.4 shall continue to inure to its benefit.