Common use of Successor Administrative Agent Clause in Contracts

Successor Administrative Agent. The Administrative Agent may, and at the request of the Required Lenders shall, resign as Administrative Agent upon 30 days' notice to the Lenders. If the Administrative Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, the appointment of which successor administrative agent shall be subject to the consent of the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term "Administrative Agent" shall mean such successor administrative agent and the retiring Administrative Agent's appointment, powers and duties as Administrative Agent shall be terminated. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, the provisions of this Article IX and Sections 10.03 and 10.13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Notwithstanding the foregoing, however, if, at any time, the Administrative Agent and the L/C Issuer shall be the same Person or Affiliates, such Administrative Agent may not be removed as Administrative Agent at the request of the Required Lenders unless such Administrative Agent shall also simultaneously be replaced and fully released as "L/C Issuer" hereunder pursuant to documentation in form and substance reasonably satisfactory to such Administrative Agent.

Successor Administrative Agent. The Administrative Agent may, may resign at any time by giving 30 days’ prior written notice thereof to the Lenders and at the request of the Borrower (and may be removed by Required Lenders shallif it is a Defaulting Lender). Unless otherwise agreed by the resigning Administrative Agent, resign as Administrative Agent upon 30 days' notice to the Lenders. If any such resignation by the Administrative Agent resigns under this Agreementhereunder shall also constitute its resignation as an Issuer in accordance with the provisions Section 2.03(l). Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative 121 Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 20 days after such retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, selected from among the Lenders a successor administrative agent for the Lenders. In either case, the such appointment of which successor administrative agent shall be subject to the consent prior written approval of the Borrower at all times other than (which approval may not be unreasonably withheld and shall not be required upon the occurrence and during the existence continuance of an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayedDefault). If no successor administrative agent is Administrative Agent has been appointed prior pursuant to the effective preceding sentences by the 30th day after the date of such retiring Administrative Agent’s notice of resignation, the Administrative Agent’s resignation shall become effective and the Required Lenders shall thereafter perform all the duties of the Administrative AgentAgent hereunder and/or under any other Credit Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent may appoint, after consulting with (which appointment shall be subject to the Lenders prior written approval of the Borrower (such approval not to be unreasonably withheld) unless an Event of Default has occurred and the Borrower, a successor administrative agent from among the Lendersis continuing). Upon the acceptance of its any appointment as Administrative Agent by a successor administrative agent hereunderAdministrative Agent, respectively, such successor administrative agent Administrative Agent shall succeed to to, and become vested with, all the rights, powers powers, privileges and duties of the retiring Administrative Agent and the term "Administrative Agent" shall mean such successor administrative agent , and the retiring Administrative Agent's appointment, powers and duties as Administrative Agent shall be terminateddischarged from its duties and obligations under this Agreement and the other Loan Documents. After Prior to any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Agent its rights as Administrative Agent under the Loan Documents. After such resignation or removal, the retiring Administrative Agent, its sub-agents and their Related Parties shall continue to have the benefit of this Article IX VIII and Sections 10.03 and 10.13 shall inure to its benefit Section 9.05 as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective Agreement and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Notwithstanding the foregoing, however, if, at any time, the Administrative Agent and the L/C Issuer shall be the same Person or Affiliates, such Administrative Agent may not be removed as Administrative Agent at the request of the Required Lenders unless such Administrative Agent shall also simultaneously be replaced and fully released as "L/C Issuer" hereunder pursuant to documentation in form and substance reasonably satisfactory to such Administrative Agentother Loan Documents.

Successor Administrative Agent. The Administrative Agent may, and may resign at the request of the Required Lenders shall, resign as Administrative Agent upon 30 any time by giving thirty (30) days' ’ prior written notice to the Lenders and Borrower. The Required Lenders, for good cause, may remove Administrative Agent at any time by giving thirty (30) days’ prior written notice to the Administrative Agent, the Borrower and the other Lenders. If the Administrative Agent resigns under this AgreementUpon any such resignation or removal, the Required Lenders shall appoint from among the Lenders a successor administrative agent for the LendersAdministrative Agent, the appointment of which successor administrative agent shall be subject Administrative Agent shall, if such appointment is prior to the consent of the Borrower at all times other than during the existence occurrence of an Event of Default (which consent is continuing, be subject to the approval of the Borrower Borrower, which approval shall not be unreasonably withheld or delayed). If no successor administrative agent is Administrative Agent shall have been so appointed prior to by the effective date of Required Lenders and accepted such appointment within thirty (30) days after the resignation of the retiring Administrative Agent’s giving notice of resignation or the Required Lenders’ giving notice of removal, as the case may be, then the retiring Administrative Agent may appoint, after consulting with on behalf of the Lenders Borrower and the BorrowerLenders, a successor administrative agent from among Administrative Agent. If in such instance the Lendersretiring Administrative Agent appoints as the successor Administrative Agent a Lender, such Lender shall accept such appointment. Each such successor Administrative Agent shall be a Lender or a financial institution which meets the requirements of an Eligible Assignee. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successor administrative agent hereunderAdministrative Agent, such successor administrative agent Administrative Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the retiring Administrative Agent and the term "Administrative Agent" shall mean such successor administrative agent , and the retiring Administrative Agent's appointment, powers and duties as Administrative Agent shall be terminateddischarged from its duties and obligations hereunder and under the other Loan Documents. After any retiring Administrative Agent's ’s resignation hereunder as Administrative Agenthereunder, the provisions of this Article IX and Sections 10.03 and 10.13 13 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment acting as Administrative Agent by the date which is 30 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Notwithstanding the foregoing, however, if, at any time, the Administrative Agent and the L/C Issuer shall be the same Person or Affiliates, such Administrative Agent may not be removed as Administrative Agent at the request of the Required Lenders unless such Administrative Agent shall also simultaneously be replaced and fully released as "L/C Issuer" hereunder pursuant to documentation in form and substance reasonably satisfactory to such Administrative Agenthereunder.

Successor Administrative Agent. The Subject to this Section 10.9, the Administrative Agent may, and at the request of the Required Lenders shall, may resign as Administrative Agent upon 30 180 days' ’ notice to the LendersLenders and the Borrower. If the Administrative Agent resigns shall resign as Administrative Agent under this AgreementAgreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, the appointment of which successor administrative agent shall be subject to the consent of the Borrower at all times other than during the existence of (unless an Event of Default under Section 9(a) or Section 9(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which consent of the Borrower approval shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, whereupon such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent Agent, and the term "“Administrative Agent" ” shall mean such successor administrative agent effective upon such appointment and approval, and the retiring former Administrative Agent's appointment’s rights, powers and duties as Administrative Agent shall be terminated. After , without any retiring Administrative Agent's resignation hereunder as Administrative Agent, other or further act or deed on the provisions part of this Article IX and Sections 10.03 and 10.13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such former Administrative Agent under or any of the parties to this AgreementAgreement or any holders of the Loans. If no successor administrative agent has accepted appointment as Administrative Agent by the date which that is 30 180 days following a retiring Administrative Agent's ’s notice of resignation, the retiring Administrative Agent's ’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above; provided, however, that the Administrative Agent may resign upon 30 days’ notice to the Lenders and the Borrower in the event that such resignation is upon the request or demand of any Governmental Authority or in response to any order of any court or other Governmental Authority or as may otherwise be required pursuant to any Requirement of Law, and in such case if no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following the retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Notwithstanding the foregoing, however, if, at After any timeretiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the L/C Issuer shall be the same Person or Affiliates, such Administrative Agent may not be removed as Administrative Agent at the request of the Required Lenders unless such Administrative Agent shall also simultaneously be replaced and fully released as "L/C Issuer" hereunder pursuant to documentation in form and substance reasonably satisfactory to such Administrative Agentother Loan Documents.

Successor Administrative Agent. The Administrative Agent may, and may resign at the request of the Required Lenders shall, resign as Administrative Agent any time upon 30 days' ’ notice to the LendersLenders with a copy of such notice to the Borrower. If the Administrative Agent resigns under this Agreement, the Required Majority Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, the appointment of Lenders which successor administrative agent shall be subject consented to the consent of by the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld withheld, delayed or delayedconditioned). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and and, so long as no Event of Default has occurred which is continuing, upon written approval of the BorrowerBorrower (which approval of the Borrower shall not be unreasonably withheld, delayed or conditioned), a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the Loan Documents and the term "“Administrative Agent" ” shall mean such successor administrative agent and the retiring Administrative Agent's ’s appointment, powers and duties as Administrative Agent shall be terminated. After any retiring Administrative Agent's ’s resignation hereunder as Administrative Agent, the provisions of this Article IX XI and Sections 10.03 12.03 and 10.13 12.05 shall inure to the benefit of such retiring Administrative Agent, its benefit sub-agents or attorneys in fact and the Administrative Agent’s Related Parties as to any actions taken or omitted to be taken by it any of them while it the retiring Administrative Agent was Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent's ’s notice of resignation, the retiring Administrative Agent's ’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Majority Lenders appoint a successor agent as provided for above. Notwithstanding ; provided that in the foregoing, however, if, at case of any time, security held by the Administrative Agent and the L/C Issuer shall be the same Person or Affiliates, such Administrative Agent may not be removed as Administrative Agent at the request on behalf of the Required Lenders unless such under the Loan Documents, the retiring Administrative Agent shall also simultaneously be replaced and fully released continue to hold such security until such time as "L/C Issuer" hereunder pursuant to documentation in form and substance reasonably satisfactory to such Administrative Agenta successor administrative agent is appointed.

Successor Administrative Agent. The Administrative Agent maymay resign at any time by giving written notice thereof to the Lenders, the Issuing Lenders and the Borrowers and may be removed at the request of any time with or without cause by the Required Lenders shall, resign as Administrative Agent upon 30 days' by giving written notice thereof to the Lenders. If the Administrative Agent resigns under this Agreementand the Borrowers. Upon any such resignation or removal, the Required Lenders shall have the right to appoint from among the Lenders a successor administrative agent for the Lenders, the appointment of which successor administrative agent shall be subject to the consent of the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayed)Administrative Agent. If no successor administrative agent is Administrative Agent shall have been so appointed prior to by the effective date Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation or the Required Lenders’ removal of the resignation of the retiring Administrative Agent, then the existing Administrative Agent may appointmay, after consulting with on behalf of the Lenders and the BorrowerIssuing Lenders, appoint a successor administrative agent from among Administrative Agent, which shall be a financial institution organized under the Lenders. Upon laws of the acceptance United States of its appointment America or of any State thereof and having a combined capital and surplus of at least $500,000,000 and, if the Person then serving as Administrative Agent is a Defaulting Lender, unless and until a successor administrative agent hereunderAdministrative Agent shall have been so appointed and accepted such appointment, such resignation shall nevertheless be effective and, until a successor administrative agent Administrative Agent is appointed by the Required Lenders, the Required Lenders shall succeed be deemed to have succeeded to and become vested with all the rights, powers powers, privileges and duties of the retiring Administrative Agent. Upon the acceptance of any appointment as Administrative Agent and the term "hereunder by a successor Administrative Agent" shall mean , such successor administrative agent Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent's appointment, powers and duties as Administrative Agent shall be terminateddischarged from its duties and obligations under this Agreement and the other Loan Documents. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX and Sections 10.03 and 10.13 VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective Agreement and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Notwithstanding the foregoing, however, if, at any time, the Administrative Agent and the L/C Issuer shall be the same Person or Affiliates, such Administrative Agent may not be removed as Administrative Agent at the request of the Required Lenders unless such Administrative Agent shall also simultaneously be replaced and fully released as "L/C Issuer" hereunder pursuant to documentation in form and substance reasonably satisfactory to such Administrative Agentother Loan Documents.

Successor Administrative Agent. The Administrative Agent maymay resign at any time by giving written notice thereof to the Lenders and the Borrower, and at such resignation in either case to be effective upon the request appointment of a successor Administrative Agent or, if no successor Administrative Agent has been appointed, sixty days after the retiring Administrative Agent gives notice of its intention to resign. Upon any such resignation, the Required Lenders shallshall have the right to appoint upon the confirmation of the Borrower if such successor is not a Lender, resign as on behalf of the Borrower and the Lenders, a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders within forty-five days after the resigning Administrative Agent's giving notice of its intention to resign, then the resigning Administrative Agent may appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent upon 30 days' notice to the Lendersconfirmation of the Borrower (if required). If the Administrative Agent resigns under this Agreementhas resigned and no successor Administrative Agent has been appointed and confirmed (if required) within 60 days, the Required Lenders shall appoint from among perform all the Lenders a successor administrative agent for the Lenders, the appointment of which successor administrative agent shall be subject to the consent duties of the Borrower at all times other than during the existence of an Event of Default (which consent of Administrative Agent hereunder and the Borrower shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior make all payments in respect of the Obligations to the effective date applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be either a Lender or a commercial bank (or a subsidiary thereof) having capital and retained earnings of at least $500,000,000 that is generally in the business of making loans comparable to the Loans made under this Facility, except that if the successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement shall apply only to the parent bank. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning or removed Administrative Agent. Upon the effectiveness of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, such successor administrative agent shall succeed to all the rights, powers and duties of the retiring resigning Administrative Agent and the term "successor Administrative Agent" Agent shall mean such successor administrative agent pro rate any agency fees, and the retiring Administrative Agent's appointment, powers and duties as resigning Administrative Agent shall be terminateddischarged from its duties and obligations hereunder and under the Loan Documents. After any retiring Administrative Agent's the effectiveness of the resignation hereunder as of an Administrative Agent, the provisions of this Article IX and Sections 10.03 and 10.13 ARTICLE XI shall inure to its continue in effect for the benefit as to of such Administrative Agent in respect of any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment acting as Administrative Agent by the date which is 30 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as and under the Required Lenders appoint a successor agent as provided for above. Notwithstanding the foregoing, however, if, at any time, the Administrative Agent and the L/C Issuer shall be the same Person or Affiliates, such Administrative Agent may not be removed as Administrative Agent at the request of the Required Lenders unless such Administrative Agent shall also simultaneously be replaced and fully released as "L/C Issuer" hereunder pursuant to documentation in form and substance reasonably satisfactory to such Administrative Agentother Loan Documents.

Successor Administrative Agent. The Administrative Agent may, and at the request of the Required Lenders shall, may resign as Administrative Agent upon 30 days' ’ notice to the LendersLenders and Borrower. If the Administrative Agent resigns shall resign as Administrative Agent under this AgreementAgreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, the appointment of which successor administrative agent shall be subject to the consent of the Borrower at all times other than during the existence of (unless an Event of Default under Section 8.01(a), Section 8.01(b) or Section 8.01(i) with respect to Borrower shall have occurred and be continuing) be subject to approval by Borrower (which consent of the Borrower approval shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, whereupon such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent Agent, and the term "“Administrative Agent" ” shall mean such successor administrative agent effective upon such appointment and approval, and the retiring former Administrative Agent's appointment’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and Lenders shall assume and perform all of the duties of Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent's ’s resignation hereunder as Administrative Agent, the provisions of this Article IX and Sections 10.03 and 10.13 Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this AgreementAgreement and the other Loan Documents. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent's notice of resignation, After the retiring Administrative Agent's ’s resignation hereunder and under the other Loan Documents, the provisions of this Section and Sections 10.03 and 10.13 shall nevertheless thereupon become effective 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 (i) while the Lenders shall perform all of the duties of the retiring Administrative Agent hereunder until such time, if any, was acting as the Required Lenders appoint a successor agent as provided for above. Notwithstanding the foregoing, however, if, at any time, the Administrative Agent and (ii) after such resignation for as long as any of them continues to act in any capacity hereunder or under the L/C Issuer shall be other Loan Documents, including in respect of any actions taken in connection with transferring the same Person or Affiliates, such Administrative Agent may not be removed as Administrative Agent at the request of the Required Lenders unless such Administrative Agent shall also simultaneously be replaced and fully released as "L/C Issuer" hereunder pursuant agency to documentation in form and substance reasonably satisfactory to such any successor Administrative Agent.

Successor Administrative Agent. The Administrative Agent may, and at the request of the Required Requisite Lenders shall, resign as Administrative Agent upon 30 days' notice to the Lenders. If the Administrative Agent resigns under this Agreement, the Required Requisite Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, the appointment of Lenders which successor administrative agent shall be subject to the consent of the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayed)approved by Borrower. If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the BorrowerBorrower and upon approval of Borrower (other than at any time as there exists an Event of Default) which will not be unreasonably withheld, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term "Administrative Agent" shall mean such successor administrative agent and the retiring Administrative Agent's appointment, powers and duties as Administrative Agent shall be terminated. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, the provisions of this Article IX Section 9 and Sections --------- -------- 10.03 and 10.13 10.11 shall inure to its benefit as to any actions taken or omitted to ----- ----- be taken by it while it was Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent (whether due to absence of Borrower approval or otherwise) by the date which is 30 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Requisite Lenders appoint a successor agent as provided for above. Notwithstanding the foregoing, however, if, at any time, the Administrative Agent and the L/C Issuer shall be the same Person or Affiliates, such Administrative Agent Bank of America may not be removed as Administrative Agent at the request of the Required Requisite Lenders unless such Administrative Agent Bank of America shall also simultaneously be replaced and fully released as "L/C IssuerIssuing Lender" hereunder pursuant to documentation in form and substance reasonably satisfactory to such Administrative AgentBank of America.

Successor Administrative Agent. (a) The Administrative ------------------------------ Agent may, and at the request of the Required Lenders shall, may resign as the Administrative Agent upon 30 days' notice to the LendersLenders and the appointment of a successor Administrative Agent as hereinafter set forth; provided that concurrently with such resignation the Administrative Agent -------- also resigns as the Administrative Agent for the Tranche B Agreement. If the Administrative Agent resigns shall resign as the Administrative Agent under this Agreement, the Required other Loan Documents and the Tranche B Agreement, then, unless an Event of Default shall have occurred and be continuing (in which case, the Majority Lenders shall appoint a successor), the Borrower shall appoint from among the Lenders a successor administrative agent Administrative Agent for the Lenders, the appointment of which successor administrative agent Administrative Agent shall be subject to approved by the consent of the Borrower at all times other than during the existence of an Event of Default Majority Lenders (which consent of the Borrower approval shall not be unreasonably withheld or delayedwithheld). If no successor administrative agent is Administrative Agent shall have been so appointed prior to by the effective date Borrower (or in the case of an Event of Default, by the Majority Lenders) and such successor Administrative Agent has not accepted such appointment within 30 days after such resignation, then the resigning Administrative Agent may, on behalf of the resignation of the Lenders, appoint a successor Administrative Agent, the which successor Administrative Agent may appointhereunder shall be either a Lender or, after consulting with if none of the Lenders and the Borroweris willing to serve as successor Administrative Agent, a successor administrative agent from among the Lendersmajor international bank having combined capital and surplus of at least $500,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successor administrative agent hereunderAdministrative Agent, such successor administrative agent Administrative Agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent Agent, and the term "Administrative Agent" shall mean such successor administrative agent Administrative Agent effective upon such appointment and approval, and the retiring former Administrative Agent's appointmentrights, powers and duties as the Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent, the provisions of this Article IX and Sections 10.03 and 10.13 Section 10 shall inure to its benefit as to any actions taken or omitted ---------- to be taken by it while it was the Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective Agreement and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Notwithstanding the foregoing, however, if, at any time, the Administrative Agent and the L/C Issuer shall be the same Person or Affiliates, such Administrative Agent may not be removed as Administrative Agent at the request of the Required Lenders unless such Administrative Agent shall also simultaneously be replaced and fully released as "L/C Issuer" hereunder pursuant to documentation in form and substance reasonably satisfactory to such Administrative Agentother Loan Documents.

Successor Administrative Agent. The Administrative Agent may, and at the request of the Required Lenders shall, resign as Administrative Agent upon 30 days' notice to the Lenders. If the Administrative Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, the appointment of which successor administrative agent shall be subject to the consent of the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term "Administrative Agent" shall mean such successor administrative agent and the retiring Administrative Agent's appointment, powers and duties as Administrative Agent shall be terminated. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, the provisions of this Article IX and Sections 10.03 and 10.13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Notwithstanding the foregoing, however, if, at any time, the Administrative Agent and the L/C Issuer shall be the same Person or Affiliates, such Administrative Agent may not be removed as Administrative Agent at the request of the Required Lenders unless such Administrative Agent shall also simultaneously be replaced and fully released as "L/C Issuer" hereunder pursuant to documentation in form and substance reasonably satisfactory to such Administrative Agent.

Successor Administrative Agent. The Administrative Agent may, and at the request of the Required Lenders shall, may resign as Administrative Agent upon 30 days' thirty (30) days (ten (10) days if an Event of Default has occurred and is continuing) prior written notice to the Lenders (unless such notice is waived by the Required Lenders) and Borrowers (unless such notice is waived by Borrowers) and without any notice to the Bank Product Providers. If the Administrative Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lendersbe entitled, the appointment with (so long as no Event of which successor administrative agent shall be subject to Default has occurred and is continuing) the consent of the Borrower at all times other than during the existence of an Event of Default Borrowers (which such consent of the Borrower shall not to be unreasonably withheld withheld, delayed, or delayedconditioned), appoint a successor Administrative Agent for the Lenders (and the Bank Product Providers). If, at the time that Administrative Agent’s resignation is effective, it is acting as Issuing Bank or the Swing Lender, such resignation shall also operate to effectuate its resignation as Issuing Bank or the Swing Lender, as applicable, and it shall automatically be relieved of any further obligation to issue Letters of Credit, or to make Swing Loans. If no successor administrative agent Administrative Agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the BorrowerBorrowers, a successor administrative agent Administrative Agent. If Administrative Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Administrative Agent with a successor Administrative Agent from among the LendersLenders with (so long as no Event of Default has occurred and is continuing) the consent of Borrowers (such consent not to be unreasonably withheld, delayed, or conditioned). Upon In any such event, upon the acceptance of its appointment as successor administrative agent Administrative Agent hereunder, such successor administrative agent Administrative Agent shall succeed to all the rights, powers powers, and duties of the retiring Administrative Agent and the term "“Administrative Agent" ” shall mean such successor administrative agent Administrative Agent and the retiring Administrative Agent's ’s appointment, powers powers, and duties as Administrative Agent shall be terminated. After any retiring Administrative Agent's ’s resignation hereunder as Administrative Agent, the provisions of this Article IX and Sections 10.03 and 10.13 Section 15 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor administrative agent Administrative Agent has accepted appointment as Administrative Agent by the date which is 30 thirty (30) days following a retiring Administrative Agent's ’s notice of resignation, the retiring Administrative Agent's ’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent Administrative Agent as provided for above. Notwithstanding the foregoing, however, if, at any time, the Administrative Agent and the L/C Issuer shall be the same Person or Affiliates, such Administrative Agent may not be removed as Administrative Agent at the request of the Required Lenders unless such Administrative Agent shall also simultaneously be replaced and fully released as "L/C Issuer" hereunder pursuant to documentation in form and substance reasonably satisfactory to such Administrative Agent.

Successor Administrative Agent. The Administrative Agent may, and at the request of the Required Lenders shall, resign as Administrative Agent upon 30 days' notice to the Lenders. If the Administrative Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, the appointment of which successor administrative agent shall be subject to the consent of the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the resign at any time by giving thirty days’ prior written notice thereof to Lenders and the Borrower, and Administrative Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to Borrower and Administrative Agent and signed by Requisite Lenders. Upon any such notice of resignation or any such removal, Requisite Lenders shall have the right, upon five Business Days’ notice to Borrower, to appoint a successor administrative agent from among the LendersAdministrative Agent. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successor administrative agent hereunderAdministrative Agent, such that successor administrative agent Administrative Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the retiring or removed Administrative Agent and the retiring or removed Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) execute and deliver to such successor Administrative Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent of the security interests created under the Collateral Documents, whereupon such retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder. If the Requisite Lenders have not appointed a successor Administrative Agent, Administrative Agent shall have the right to appoint a financial institution to act as Administrative Agent hereunder and in any case, Administrative Agent’s resignation shall become effective on the thirtieth day after such notice of resignation. If neither the Requisite Lenders nor Administrative Agent have appointed a successor Administrative Agent, the Requisite Lenders shall be deemed to succeeded to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and the term "Administrative Agent" shall mean such successor administrative agent and the retiring Administrative Agent's appointment, powers and duties as Administrative Agent shall be terminated. After any retiring or removed Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX and Sections 10.03 and 10.13 Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Notwithstanding the foregoing, however, if, at any time, the Administrative Agent and the L/C Issuer shall be the same Person or Affiliates, such Administrative Agent may not be removed as Administrative Agent at the request of the Required Lenders unless such Administrative Agent shall also simultaneously be replaced and fully released as "L/C Issuer" hereunder pursuant to documentation in form and substance reasonably satisfactory to such Administrative Agenthereunder.

Successor Administrative Agent. The Administrative Agent maymay resign at any time by giving written notice thereof to the Lenders and the Borrower, and the Administrative Agent shall be deemed to have automatically resigned if it is no longer a Lender, such resignation in either case to be effective upon the appointment of a successor Administrative Agent or, if no successor Administrative Agent has been appointed, 45 days after the retiring Administrative Agent gives notice of its intention to resign or ceases to be a Lender, as the case may be. The Administrative Agent may be removed at any time with good cause by written notice received by the request of Administrative Agent from the Required Lenders, such removal to be effective on the date specified by the Required Lenders. Upon any such resignation or removal, the Required Lenders shallshall have the right to appoint, resign as on behalf of the Borrower and the Lenders, a successor Administrative Agent. If no successor Administrative Agent upon shall have been so appointed by the Required Lenders within 30 days' days after the resigning Administrative Agent’s giving notice of its intention to resign, then the resigning Administrative Agent may appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent. If the Administrative Agent resigns under this Agreementhas resigned or been removed and no successor Administrative Agent has been appointed within 45 days, the Required Lenders shall appoint from among perform all the Lenders a successor administrative agent for the Lenders, the appointment of which successor administrative agent shall be subject to the consent duties of the Borrower at all times other than during the existence of an Event of Default (which consent of Administrative Agent hereunder and the Borrower shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior make all payments in respect of the Obligations to the effective date applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be a commercial bank (or a subsidiary thereof) having capital and retained earnings of at least $500,000,000, except that if the successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement shall apply only to the parent bank. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning or removed Administrative Agent. Upon the effectiveness of the resignation or removal of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, such successor administrative agent shall succeed to all the rights, powers and duties of the retiring resigning or removed Administrative Agent and the term "successor Administrative Agent" Agent shall mean such successor administrative agent pro rate any agency fees, and the retiring Administrative Agent's appointment, powers and duties as resigning or removed Administrative Agent shall be terminateddischarged from its duties and obligations thereafter arising hereunder and under the Loan Documents. After any retiring Administrative Agent's the effectiveness of the resignation hereunder as or removal of an Administrative Agent, the provisions of this Article IX and Sections 10.03 and 10.13 XI shall inure to its continue in effect for the benefit as to of such Administrative Agent in respect of any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment acting as Administrative Agent by the date which is 30 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as and under the Required Lenders appoint a successor agent as provided for above. Notwithstanding the foregoing, however, if, at any time, the Administrative Agent and the L/C Issuer shall be the same Person or Affiliates, such Administrative Agent may not be removed as Administrative Agent at the request of the Required Lenders unless such Administrative Agent shall also simultaneously be replaced and fully released as "L/C Issuer" hereunder pursuant to documentation in form and substance reasonably satisfactory to such Administrative Agentother Loan Documents.

Successor Administrative Agent. The Administrative Agent may, and at the request of the Required Lenders shall, may resign as Administrative Agent upon 30 10 days' ’ notice to the LendersLenders and the Borrower. If the Administrative Agent resigns shall resign as Administrative Agent under this AgreementAgreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, the appointment of which successor administrative agent shall be subject to the consent of the Borrower at all times other than during the existence of (unless an Event of Default under Section 9(a) or Section 9(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which consent of the Borrower approval shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, whereupon such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent Agent, and the term "“Administrative Agent" ” shall mean such successor administrative agent effective upon such appointment and approval, and the retiring former Administrative Agent's appointment’s rights, powers and duties as Administrative Agent shall be terminated. After , without any retiring Administrative Agent's resignation hereunder as Administrative Agent, other or further act or deed on the provisions part of this Article IX and Sections 10.03 and 10.13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such former Administrative Agent under or any of the parties to this AgreementAgreement or any holders of the Loans. If no successor administrative agent has accepted appointment as Administrative Agent by the date which that is 30 10 days following a retiring Administrative Agent's ’s notice of resignation, the retiring Administrative Agent's ’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Notwithstanding the foregoing, however, ifEither Co-Syndication Agent may, at any time, by notice to the Lenders and the Administrative Agent, resign as a Co-Syndication Agent hereunder, whereupon the duties, rights, obligations and responsibilities of a Co-Syndication Agent hereunder shall automatically be assumed by, and inure to the benefit of, the non-resigning Co-Syndication Agent or, if there is only one Co-Syndication Agent, the Administrative Agent, without any further act by such Co-Syndication Agent, the Administrative Agent or any Lender. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of Section 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the L/C Issuer shall be the same Person or Affiliates, such Administrative Agent may not be removed as Administrative Agent at the request of the Required Lenders unless such Administrative Agent shall also simultaneously be replaced and fully released as "L/C Issuer" hereunder pursuant to documentation in form and substance reasonably satisfactory to such Administrative Agentother Loan Documents.

Successor Administrative Agent. The Administrative Agent may, and may at the request any time give notice of the Required Lenders shall, resign as Administrative Agent upon 30 days' notice its resignation to the LendersLenders and Borrower. If the Administrative Agent resigns under this AgreementUpon receipt of any such notice, the Required Lenders shall have the right to appoint from among the Lenders a successor administrative agent for to the LendersAdministrative Agent, the appointment of which successor administrative agent right shall be subject to the consent of the Borrower at all times other than during the existence of an (such consent not to be unreasonably withheld) so long as no Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayed)has occurred and is continuing. If no successor administrative agent is shall have been so appointed prior to by the effective date Required Lenders and shall have accepted such appointment within 30 days after such retiring Administrative Agent gives notice of its resignation, then such retiring Administrative Agent may, on behalf of the resignation of Lenders, appoint a successor to the Administrative Agent, which successor shall be a financial institution organized under the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, such successor administrative agent shall succeed to all the rights, powers and duties laws of the United States (or any State thereof) or a United States branch or agency of a financial institution; provided that if such retiring Administrative Agent and the term "Administrative Agent" shall mean is unable to find a financial institution which is willing to accept such successor administrative agent and the appointment, such retiring Administrative Agent's appointment, powers and duties as Administrative Agent shall be terminated. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, the provisions of this Article IX and Sections 10.03 and 10.13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's ’s resignation shall nevertheless thereupon become effective effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent to the Administrative Agent with the approval of Borrower (which approval shall not be unreasonably withheld). Upon the acceptance of a successor’s appointment as provided for above. Notwithstanding the foregoingAdministrative Agent hereunder, howeversuch successor shall succeed to and become vested with all the rights, ifpowers, at any time, privileges and duties of the retiring (or retired) Administrative Agent and the L/C Issuer shall be the same Person or Affiliates, such Administrative Agent may not be removed as Administrative Agent at the request of the Required Lenders unless such retiring Administrative Agent shall also simultaneously be replaced discharged from its duties and fully released obligations hereunder or under the other Loan Documents. 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 Affiliates in respect of any actions taken or omitted to be taken by any of them while it was acting as "L/C Issuer" hereunder pursuant to documentation in form and substance reasonably satisfactory to such Administrative Agent.

Successor Administrative Agent. The (a) Administrative Agent mayand Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Lenders and Administrative Borrower. Upon any such notice of resignation, and at the request of the Required Lenders shall, resign as Administrative Agent upon 30 days' notice to the Lenders. If the Administrative Agent resigns under this Agreement, the Required Requisite Lenders shall appoint from among have the Lenders a successor administrative agent for the Lenders, the appointment of which successor administrative agent shall be right (subject to the consent of the Administrative Borrower at all times other than during the existence of an (not to be unreasonably withheld) so long as no Event of Default (which consent of the Borrower shall has occurred and is continuing or would have been continuing but for a forbearance agreement or waiver that is not be unreasonably withheld or delayedpermanent being in effect), upon five Business Days’ notice to Administrative Borrower, to appoint a successor Administrative Agent and Collateral Agent. If no successor administrative agent is shall have been so appointed prior by the Requisite Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent and Collateral Agent gives notice of its resignation, then the retiring Administrative Agent and Collateral Agent may, on behalf of the Lenders (subject to the effective date of the resignation consent of the Administrative AgentBorrower (not to be unreasonably withheld) so long as no Event of Default has occurred and is continuing or would have been continuing but for a forbearance agreement or waiver that is not permanent being in effect), the appoint a successor Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent Collateral Agent from among the Lenders. Upon the acceptance of its any appointment as Administrative Agent and Collateral Agent hereunder by a successor administrative agent hereunderAdministrative Agent and Collateral Agent, such that successor administrative agent Administrative Agent and Collateral Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the retiring Administrative Agent and the term "Administrative Agent" shall mean such successor administrative agent Collateral Agent and the retiring Administrative Agent's appointmentAgent and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent all sums, powers Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Credit Documents, and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Administrative Agent and Collateral Agent shall be terminateddischarged from its duties and obligations hereunder. After any retiring Administrative Agent's ’s and Collateral Agent’s resignation hereunder as Administrative Agent and Collateral Agent, the provisions of this Article IX and Sections 10.03 and 10.13 Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Notwithstanding the foregoing, however, if, at any time, the Administrative Agent and the L/C Issuer shall be the same Person or Affiliates, such Administrative Agent may not be removed as Administrative Agent at the request of the Required Lenders unless such Administrative Agent shall also simultaneously be replaced and fully released as "L/C Issuer" hereunder pursuant to documentation in form and substance reasonably satisfactory to such Administrative Agenthereunder.

Successor Administrative Agent. The Administrative Agent may, and at the request of the Required Lenders shall, may resign as Administrative Agent upon 30 thirty (30) days' notice to the Lenders. If the Administrative Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, the appointment of which successor administrative agent shall be subject consented to the consent of the by Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and with the Borrowerconsent of Borrower at all times other than during the existence of an Event of Default (which consent of Borrower shall not be unreasonably withheld or delayed), a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, the Person acting as such successor administrative agent shall succeed to all the rights, powers powers, and duties of the retiring Administrative Agent Agent, and the term "Administrative Agent" shall mean such successor administrative agent agent, and the retiring Administrative Agent's appointment, powers powers, and duties as Administrative Agent shall be terminatedterminated without any other or further act or deed on the part of such retiring Administrative Agent or any other Lender. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, the provisions of this Article IX SECTION 12 and Sections 10.03 and 10.13 SECTION 11.10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 thirty (30) days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Notwithstanding the foregoing, however, if, at any time, the Administrative Agent and the L/C Issuer shall be the same Person or Affiliates, such Administrative Agent may not be removed as Administrative Agent at the request of the Required Lenders unless such Administrative Agent shall also simultaneously be replaced and fully released as "L/C Issuer" hereunder pursuant to documentation in form and substance reasonably satisfactory to such Administrative Agent.

Successor Administrative Agent. The Administrative Agent may, and at the request of the Required Lenders shall, may resign as Administrative Agent upon 30 days' ’ notice to the LendersLenders and the Borrowers. If the Administrative Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, the appointment of which successor administrative agent shall be subject consented to by the consent of the Borrower Borrowers at all times other than during the existence of an Event of Default (which consent of the Borrower Borrowers shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the BorrowerBorrowers, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, the Person acting as such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and Agent, the term "“Administrative Agent" ” shall mean such successor administrative agent and the retiring Administrative Agent's ’s appointment, powers and duties as Administrative Agent (other than to continue to hold any Cash Collateral or Risk Participation Cash Collateral until such time as a successor administrative agent is appointed) shall be terminatedterminated without any other or further act or deed on the part of such retiring Administrative Agent or any other Lender. After any retiring Administrative Agent's ’s resignation hereunder as Administrative Agent, the provisions of this Article IX and Sections 10.03 and 10.13 Section 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent's ’s notice of resignation, the retiring Administrative Agent's ’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor administrative agent as provided for above. Notwithstanding the foregoing, however, if, at any time, the Administrative Agent and the L/C Issuer shall be the same Person or Affiliates, such Administrative Agent may not be removed as Administrative Agent at the request of the Required Lenders unless such Administrative Agent shall also simultaneously be replaced and fully released as "L/C Issuer" hereunder pursuant to documentation in form and substance reasonably satisfactory to such Administrative Agent.

Successor Administrative Agent. The Administrative Agent may, and at the request of the Required Lenders shall, may resign as Administrative Agent upon 30 days' notice to the LendersLenders and the Borrower. If the Administrative Agent resigns shall resign as Administrative Agent under this AgreementAgreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, the appointment of which successor administrative agent shall be subject to the consent of the Borrower at all times other than during the existence of (unless an Event of Default under Section 9(a) or Section 9(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which consent of the Borrower approval shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, whereupon such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent Agent, and the term "Administrative Agent" shall mean such successor administrative agent effective upon such appointment and approval, and the retiring former Administrative Agent's appointmentrights, powers and duties as Administrative Agent shall be terminated. After , without any retiring Administrative Agent's resignation hereunder as Administrative Agent, other or further act or deed on the provisions part of this Article IX and Sections 10.03 and 10.13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such former Administrative Agent under or any of the parties to this AgreementAgreement or any holders of the Loans. If no successor administrative agent has accepted appointment as Administrative Agent by the date which that is 30 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Notwithstanding the foregoing, however, ifThe Syndication Agent may, at any time, by notice to the Lenders and the Administrative Agent, resign as Syndication Agent hereunder, whereupon the duties, rights, obligations and responsibilities of the Syndication Agent hereunder shall automatically be assumed by, and inure to the benefit of, the Administrative Agent, without any further act by the Syndication Agent, the Administrative Agent or any Lender. After any retiring Agent's resignation as Agent, the provisions of this Section 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement and the L/C Issuer shall be the same Person or Affiliates, such Administrative Agent may not be removed as Administrative Agent at the request of the Required Lenders unless such Administrative Agent shall also simultaneously be replaced and fully released as "L/C Issuer" hereunder pursuant to documentation in form and substance reasonably satisfactory to such Administrative Agentother Loan Documents.

Successor Administrative Agent. The Administrative Agent may, and at the request of the Required Lenders shall, may resign as Administrative Agent upon 30 10 days' ’ notice to the LendersLenders and the Cedar Fair LP. If the Administrative Agent resigns shall resign as Administrative Agent under this AgreementAgreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders Secured Parties a successor administrative agent for the Lenders, the appointment of which successor administrative agent shall be subject to the consent of the Borrower at all times other than during the existence of (unless an Event of Default under Section 9(a) or Section 9(f) with respect to either Borrower shall have occurred and be continuing) be subject to approval by Cedar Fair LP (which consent of the Borrower approval shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, whereupon such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent Agent, and the term "“Administrative Agent" ” shall mean such successor administrative agent effective upon such appointment and approval, and the retiring former Administrative Agent's appointment’s rights, powers and duties as Administrative Agent shall be terminated. After , without any retiring Administrative Agent's resignation hereunder as Administrative Agent, other or further act or deed on the provisions part of this Article IX and Sections 10.03 and 10.13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such former Administrative Agent under or any of the parties to this AgreementAgreement or any holders of the Loans. If no successor administrative agent has accepted appointment as Administrative Agent by the date which that is 30 10 days following a retiring Administrative Agent's ’s notice of resignation, the retiring Administrative Agent's ’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Notwithstanding the foregoing, however, ifThe Syndication Agent may, at any time, by notice to the Lenders and the Administrative Agent, resign as Syndication Agent hereunder, whereupon the duties, rights, obligations and responsibilities of the Syndication Agent hereunder shall automatically be assumed by, and inure to the benefit of, the Administrative Agent and the L/C Issuer shall be the same Person or Affiliates(or, such if there is no Administrative Agent may not be removed at such time, to the Lenders as contemplated by the preceding sentence), without any further act by the Syndication Agent, the Administrative Agent or any Lender. After any retiring Administrative Agent’s (or Syndication Agent’s) resignation as Administrative Agent at (or Syndication Agent), the request provisions of the Required Lenders unless such this Section 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent shall also simultaneously be replaced (or Syndication Agent) under this Agreement and fully released as "L/C Issuer" hereunder pursuant to documentation in form and substance reasonably satisfactory to such Administrative Agentthe other Loan Documents.

Successor Administrative Agent. The Administrative Agent may, and at the request of the Required Lenders Requisite Banks shall, resign as Administrative Agent upon 30 thirty days' notice to the LendersBanks and Borrower. If the Administrative Agent resigns shall resign as Administrative Agent under this Agreement, the Required Lenders Requisite Banks shall appoint from among the Lenders Banks a successor administrative agent Administrative Agent for the LendersBanks, the appointment of which successor administrative agent Administrative Agent shall be subject to the consent of the approved by Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower and such approval shall not be unreasonably withheld or delayed), provided that, to the extent required by applicable Gaming Laws, the incumbent Administrative Agent shall remain the collateral agent for the Creditors with respect to any collateral for which a lienholder must be qualified under such Gaming Laws until the new Administrative Agent can be so qualified (but the incumbent Administrative Agent shall be entitled to the indemnities and other protections provided to the Administrative Agent hereunder in such capacity). If no successor administrative agent Administrative Agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders Banks and the Borrower, a successor administrative agent Administrative Agent from among the LendersBanks. Upon the acceptance of its appointment as successor administrative agent Administrative Agent hereunder, such successor administrative agent Administrative Agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term "Administrative Agent" shall mean such successor administrative agent Administrative Agent and the retiring Administrative Agent's appointment, powers and duties as Administrative Agent shall be terminated. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, the provisions of this Article IX 10, and Sections 10.03 11.3, 11.11 and 10.13 11.22, shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If (a) the Administrative Agent has not been paid its agency fees under Section 3.5 or has not been reimbursed for any expense reimbursable to it under Section 11.3, and (b) no successor administrative agent Administrative Agent has accepted appointment as Administrative Agent by the date which is 30 thirty days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders Banks shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders Requisite Banks appoint a successor agent Administrative Agent as provided for above. Notwithstanding the foregoing, however, if, at any time, the Administrative Agent and the L/C Issuer shall be the same Person or Affiliates, such Administrative Agent may not be removed as Administrative Agent at the request of the Required Lenders unless such Administrative Agent shall also simultaneously be replaced and fully released as "L/C Issuer" hereunder pursuant to documentation in form and substance reasonably satisfactory to such Administrative Agent.

Successor Administrative Agent. The Administrative Agent may, may resign at any time by giving written notice thereof to Lenders and at the request of the Required Lenders shall, resign as Borrower. Administrative Agent upon 30 days' notice may be removed by the Requisite Lenders if Administrative Agent (i) is found by a court of competent jurisdiction in a final, non-appealable judgment to have committed gross negligence or willful misconduct in the course of performing its duties hereunder or (ii) has become or is insolvent or has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment, such removal to be effective on the date specified by the Requisite Lenders. If the Administrative Agent resigns under this AgreementUpon any such resignation or removal, the Required Requisite Lenders (at no cost or expense to Borrower) shall appoint from among have the Lenders right to appoint, on behalf of Borrower and Lenders, a successor administrative agent for the Lenders, the appointment of which successor administrative agent shall be subject to the consent of the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayed)Administrative Agent. If no successor administrative agent is Administrative Agent shall have been so appointed prior to by the effective date of Requisite Lenders within thirty days after the resignation of the resigning Administrative Agent’s giving notice of its intention to resign, then the resigning Administrative Agent may shall appoint, after consulting with the Lenders on behalf of Borrower and the BorrowerLenders, a successor administrative agent from among Administrative Agent. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the Lendersappointment. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successor administrative agent hereunderAdministrative Agent, such successor administrative agent Administrative Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the retiring Administrative Agent and the term "resigning or removed Administrative Agent" shall mean such successor administrative agent and . Upon the retiring effectiveness of the resignation or removal of Administrative Agent's appointment, powers and duties as the resigning or removed Administrative Agent shall be terminateddischarged from its duties and obligations thereafter arising hereunder and under the Loan Documents. After any retiring Administrative Agent's the effectiveness of the resignation hereunder as or removal of an Administrative Agent, the provisions of this Article IX and Sections 10.03 and 10.13 13 shall inure to its continue in effect for the benefit as to of such Administrative Agent in respect of any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment acting as Administrative Agent by hereunder and under the date which is 30 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for aboveother Loan Documents. Notwithstanding anything contained herein to the foregoingcontrary, however, if, at any time, the Administrative Agent and the L/C Issuer shall be the same Person or Affiliates, such Administrative Agent may not be removed as Administrative Agent at assign its rights and duties under the request Loan Documents to any of the Required Lenders unless such Administrative Agent shall also simultaneously be replaced its affiliates by giving Borrower and fully released as "L/C Issuer" hereunder pursuant to documentation in form and substance reasonably satisfactory to such Administrative Agenteach Lender prior written notice.

Successor Administrative Agent. The Administrative Agent may, and at the request of the Required Requisite Lenders shall, resign as Administrative Agent upon 30 days' reasonable notice to the LendersCredit Facility Lenders and Borrower, effective upon acceptance of appointment by a successor Administrative Agent. If the Administrative Agent resigns shall resign as Administrative Agent under this Agreement, the Required Requisite Lenders shall appoint from among the Credit Facility Lenders a successor administrative agent Administrative Agent for the Credit Facility Lenders, the appointment of which successor administrative agent Administrative Agent shall be subject to the consent of the approved by Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower and such approval shall not be unreasonably withheld or delayed). If no successor administrative agent Administrative Agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Credit Facility Lenders and the Borrower, a successor administrative agent Administrative Agent from among the Credit Facility Lenders. Upon the acceptance of its appointment as successor administrative agent Administrative Agent hereunder, such successor administrative agent Administrative Agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term "“Administrative Agent" ” shall mean such successor administrative agent Administrative Agent and the retiring Administrative Agent's ’s appointment, powers and duties as Administrative Agent shall be terminated. After any retiring Administrative Agent's ’s resignation hereunder as Administrative Agent, the provisions of this Article IX Section 13, and Sections 10.03 and 10.13 Section 12.3, shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If Notwithstanding the foregoing, if (a) Administrative Agent has not been paid those fees referenced in Section 2.6.3 or has not been reimbursed for any expense reimbursable to it under Sections 12.2 or 12.3, in either case for a period of at least one (1) year and (b) no successor administrative agent Administrative Agent has accepted appointment as Administrative Agent by the date which is 30 thirty (30) days following a retiring Administrative Agent's ’s notice of resignation, the retiring Administrative Agent's ’s resignation shall nevertheless thereupon become effective and the Credit Facility Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Requisite Lenders appoint a successor agent Administrative Agent as provided for above. Notwithstanding the foregoing, however, if, at any time, the Administrative Agent and the L/C Issuer shall be the same Person or Affiliates, such Administrative Agent may not be removed as Administrative Agent at the request of the Required Lenders unless such Administrative Agent shall also simultaneously be replaced and fully released as "L/C Issuer" hereunder pursuant to documentation in form and substance reasonably satisfactory to such Administrative Agent.

Successor Administrative Agent. The Administrative Agent may, and at the request of the Required Lenders shall, may resign as Administrative Agent upon 30 10 days' notice to the LendersLenders and the Borrower. If the Administrative Agent resigns shall resign as Administrative Agent under this AgreementAgreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, the appointment of which successor administrative agent shall be subject to the consent of the Borrower at all times other than during the existence of (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which consent of the Borrower approval shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, whereupon such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent Agent, and the term "Administrative Agent" shall mean such successor administrative agent effective upon such appointment and approval, and the retiring former Administrative Agent's appointmentrights, powers and duties as Administrative Agent shall be terminated. After , without any retiring Administrative Agent's resignation hereunder as Administrative Agent, other or further act or deed on the provisions part of this Article IX and Sections 10.03 and 10.13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such former Administrative Agent under or any of the parties to this AgreementAgreement or any holders of the Loans. If no successor administrative agent has accepted appointment as Administrative Agent by the date which that is 30 10 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Notwithstanding the foregoing, however, ifThe Syndication Agent may, at any time, by notice to the Lenders and the Administrative Agent, resign as Syndication Agent hereunder, whereupon the duties, rights, obligations and responsibilities of the Syndication Agent hereunder shall automatically be assumed by, and inure to the benefit of, the Administrative Agent, without any further act by the Syndication Agent, the Administrative Agent or any Lender. After any retiring Administrative Agent's resignation as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the L/C Issuer shall be the same Person or Affiliates, such Administrative Agent may not be removed as Administrative Agent at the request of the Required Lenders unless such Administrative Agent shall also simultaneously be replaced and fully released as "L/C Issuer" hereunder pursuant to documentation in form and substance reasonably satisfactory to such Administrative Agentother Loan Documents.

Successor Administrative Agent. The Administrative Agent maymay resign at any time by giving written notice thereof to the Lenders and the Borrower, and at such resignation to be effective upon the request appointment of a successor Administrative Agent or, if no successor Administrative Agent has been appointed, forty-five days after the retiring Administrative Agent gives notice of its intention to resign. Upon any such resignation or removal, the Required Lenders shallshall have the right to appoint, resign on behalf of the Borrower and the Lenders, a successor Administrative Agent. If no successor Administrative Agent is so appointed by the Required Lenders within thirty days after the resigning Administrative Agent’s giving notice of its intention to resign, then the resigning Administrative Agent may appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent; provided that in no event shall any such successor Administrative Agent be a Defaulting Lender. Notwithstanding the previous sentence, the Administrative Agent may at any time without the consent of the Borrower or any Lender appoint any of its Affiliates that is a commercial bank as a successor Administrative Agent hereunder. If the Person serving as Administrative Agent upon 30 days' notice is a Defaulting Lender pursuant to clause (e) of the definition thereof, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and such Person remove such Person as Administrative Agent and, in consultation with the Borrower, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. If the Administrative Agent resigns under this Agreementhas resigned or been removed and no successor Administrative Agent has been appointed, the Required Lenders shall appoint from among may perform all the Lenders a successor administrative agent for the Lenders, the appointment of which successor administrative agent shall be subject to the consent duties of the Borrower at all times other than during the existence of an Event of Default (which consent of Administrative Agent hereunder and the Borrower shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior make all payments in respect of the Obligations to the effective date applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be a commercial bank having capital and retained earnings of at least $100,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning or removed Administrative Agent. Upon the effectiveness of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term "Administrative Agent" shall mean such successor administrative agent and the retiring Administrative Agent's appointment, powers and duties as resigning Administrative Agent shall be terminateddischarged from its duties and obligations hereunder and under the Loan Documents. After any retiring Administrative Agent's the effectiveness of the resignation hereunder as of an Administrative Agent, the provisions of this Article IX and Sections 10.03 and 10.13 X shall inure to its continue in effect for the benefit as to of such Administrative Agent in respect of any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment acting as Administrative Agent by the date which is 30 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as and under the Required Lenders appoint a successor agent as provided for above. Notwithstanding the foregoing, however, if, at any time, the Administrative Agent and the L/C Issuer shall be the same Person or Affiliates, such Administrative Agent may not be removed as Administrative Agent at the request of the Required Lenders unless such Administrative Agent shall also simultaneously be replaced and fully released as "L/C Issuer" hereunder pursuant to documentation in form and substance reasonably satisfactory to such Administrative Agentother Loan Documents.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving not less than thirty (30) days' prior written notice thereof to Lenders and Borrower Representative. Upon any such resignation, the Requisite Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within thirty (30) days after the resigning Administrative Agent's giving notice of resignation, then the resigning Administrative Agent may, and at on behalf of Lenders, appoint a successor Administrative Agent, which shall be a Lender, if a Lender is willing to accept such appointment, or otherwise shall be a commercial bank or financial institution or a subsidiary of a commercial bank or financial institution if such commercial bank or financial institution is organized under the request laws of the Required Lenders shall, resign as United States of America or of any State thereof and has a combined capital and surplus of at least $300,000,000. If no successor Administrative Agent upon 30 days' notice has been appointed pursuant to the Lenders. If foregoing by the 30th day after the date such notice of resignation was given by the resigning Administrative Agent, such resignation shall become effective and the Requisite Lenders shall thereafter perform all the duties of Administrative Agent resigns under this Agreementhereunder until such time, if any, as the Required Requisite Lenders shall appoint from among the Lenders a successor administrative agent for Administrative Agent as provided above. Any successor Administrative Agent appointed by the Lenders, the appointment of which successor administrative agent Requisite Lenders hereunder shall be subject to the consent approval of the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall Representative, such approval not to be unreasonably withheld or delayed); provided, however, that such approval shall not be required if a Default or Event of Default shall have occurred and be continuing. If no Upon the acceptance of any appointment as Administrative Agent hereunder by a successor administrative agent is appointed prior Administrative Agent, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning Administrative Agent. Upon the earlier of the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent or the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term "Administrative Agent" shall mean such successor administrative agent and the retiring resigning Administrative Agent's appointmentresignation, powers and duties as the resigning Administrative Agent shall be terminateddischarged from its duties and obligations under this Agreement and the other Loan Documents, except that any indemnity rights or other rights in favor of such resigning Administrative Agent shall continue. After any retiring resigning Administrative Agent's resignation hereunder as Administrative Agenthereunder, the provisions of this Article IX and Sections 10.03 and 10.13 Section 3.7 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective Agreement and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Notwithstanding the foregoing, however, if, at any time, the Administrative Agent and the L/C Issuer shall be the same Person or Affiliates, such Administrative Agent may not be removed as Administrative Agent at the request of the Required Lenders unless such Administrative Agent shall also simultaneously be replaced and fully released as "L/C Issuer" hereunder pursuant to documentation in form and substance reasonably satisfactory to such Administrative Agentother Loan Documents.

Successor Administrative Agent. The Administrative Agent may, and at the request of the Required Lenders and/or the Issuing Banks shall, resign as Administrative Agent upon 30 days' ’ notice to the LendersParticipating Lenders and the Borrower. If the Administrative Agent resigns under this Agreement, the Required Lenders and/or the Issuing Banks shall appoint from among the Participating Lenders a successor administrative agent for the Participating Lenders, the which appointment of which successor administrative agent shall be subject to the consent approval of the Borrower at all times other than during the existence of an Borrower, such approval not to be unreasonably withheld (unless a Default or Event of Default (shall have occurred and be continuing, in which consent of the Borrower case such approval shall not be unreasonably withheld or delayedrequired). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Participating Lenders and the Borrower, a successor administrative agent from among the Participating Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term "“Administrative Agent" ” shall mean such successor administrative agent effective upon its appointment, and the retiring Administrative Agent's appointment’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act on the part of such retiring Administrative Agent. After any retiring Administrative Agent's ’s resignation hereunder as Administrative Agent, the provisions of this Article IX ARTICLE XII and Sections 10.03 15.04 and 10.13 15.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor administrative agent Administrative Agent has accepted the appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent's ’s notice of resignation, the retiring Administrative Agent's ’s resignation shall nevertheless thereupon become effective and either the Lenders shall perform all Borrower or the retiring Administrative Agent may, on behalf of the duties of the Administrative Agent hereunder until such timeParticipating Lenders, if any, as the Required Lenders appoint a successor agent as provided for above. Notwithstanding the foregoingAdministrative Agent, however, if, at any time, the Administrative Agent and the L/C Issuer which shall be a commercial bank organized or licensed under the same Person or Affiliates, such Administrative Agent may not be removed as Administrative Agent at the request laws of the Required Lenders unless such Administrative Agent shall also simultaneously be replaced United States or of any State thereof and fully released as "L/C Issuer" hereunder pursuant to documentation in form having a combined capital and substance reasonably satisfactory to such Administrative Agentsurplus of at least U.S.$400,000,000.

Successor Administrative Agent. The Administrative Agent may, and at the request of the Required Lenders shall, may resign as the Administrative Agent upon 30 ten (10) days' ’ notice to the LendersLenders and Borrower Representative. If the Administrative Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders (or the affiliates thereof) a successor administrative agent for the Lenders, the appointment of which successor administrative agent shall (unless an Event of Default has occurred and is continuing) be subject to the consent approval of the Borrower at all times other than during the existence of an Event of Default Representative (which consent of the Borrower approval shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and Lenders, and, so long as no Default or Event of Default exists, the BorrowerBorrower Representative, a successor administrative agent from among the LendersLenders (or the affiliates thereof). Upon the acceptance of its appointment as successor administrative agent hereunder, the Person acting as such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term "“Administrative Agent" shall mean ” means such successor administrative agent and the retiring Administrative Agent's ’s appointment, powers and duties as Administrative Agent in such capacities shall be terminatedterminated without any other further act or deed on its behalf. After any retiring Administrative Agent's ’s resignation hereunder as the Administrative Agent, the provisions of this Article IX 11 and Sections 10.03 12.04 and 10.13 12.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as the Administrative Agent by the date which is 30 ten (10) days following a retiring Administrative Agent's ’s notice of resignation, the retiring Administrative Agent's ’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Notwithstanding the foregoing, however, if, at any time, the Administrative Agent and the L/C Issuer shall be the same Person or Affiliates, such Administrative Agent may not be removed as Administrative Agent at the request of the Required Lenders unless such Administrative Agent shall also simultaneously be replaced and fully released as "L/C Issuer" hereunder pursuant to documentation in form and substance reasonably satisfactory to such Administrative Agent.

Successor Administrative Agent. The Administrative Agent may, and at the request of the Required Lenders shall, may resign as Administrative Agent upon 30 days' prior written notice to the Lenders, the Syndication Agent, the Issuing Lenders and the Swing Line Lender and the Borrower. If the Administrative Agent resigns shall resign as Administrative Agent under this AgreementAgreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, the appointment of which successor administrative agent shall be subject to the consent of the Borrower at all times other than during the existence of (unless an Event of Default under Section Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which consent of the Borrower approval shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, whereupon such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent Agent, and the term "Administrative Agent" shall mean such successor administrative agent effective upon such appointment and approval, and the retiring former Administrative Agent's appointmentrights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. After any If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nonetheless become effective and the Required Lenders shall perform the duties of the Administrative Agent until such time as the Required Lenders appoint a successor agent as provided for above. The Syndication Agent may, at any time, by notice to the Lenders and the Administrative Agent, resign as Syndication Agent hereunder, whereupon the duties, rights, obligations and responsibilities hereunder shall automatically be assumed by, and inure to the benefit of, the Administrative Agent, without any further act by the Syndication Agent, the Administrative Agent or any Lender. After any retiring Agent's resignation as Administrative Agent, the provisions of this Article IX and Sections 10.03 and 10.13 Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative an Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective Agreement and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Notwithstanding the foregoing, however, if, at any time, the Administrative Agent and the L/C Issuer shall be the same Person or Affiliates, such Administrative Agent may not be removed as Administrative Agent at the request of the Required Lenders unless such Administrative Agent shall also simultaneously be replaced and fully released as "L/C Issuer" hereunder pursuant to documentation in form and substance reasonably satisfactory to such Administrative Agentother Loan Documents.

Successor Administrative Agent. The Administrative Agent may, and may resign at the request of the Required Lenders shall, resign as Administrative Agent upon any time by giving not less than 30 days' ’ prior written notice thereof to the LendersLenders and Borrower Representative. If the Administrative Agent resigns under this AgreementUpon any such resignation, the Required Lenders shall have the right to appoint from among the Lenders a successor administrative agent for Administrative Agent who shall be a Lender or a Qualified Assignee. 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 resigning Administrative Agent’s giving notice of resignation, then the resigning Administrative Agent may, on behalf of Lenders, appoint a successor Administrative Agent, which shall be a Lender, if a Lender is willing to accept such appointment, or otherwise shall be a commercial bank or financial institution or a subsidiary of a commercial bank or financial institution if such commercial bank or financial institution is organized under the appointment laws of which the United States of America or of any State thereof and has a combined capital and surplus of at least $300,000,000. If no successor administrative agent Administrative Agent has been appointed pursuant to the foregoing, within 30 days after the date such notice of resignation was given by the resigning Administrative Agent, such resignation shall become effective and the Required Lenders shall thereafter perform all the duties of Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above. Any successor Administrative Agent appointed by Required Lenders hereunder (or by the Administrative Agent on behalf of the Required Lenders) shall be subject to the consent approval of the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall Representative, such approval not to be unreasonably withheld or delayed). If no ; provided that (x) such approval shall not be required if a Default or an Event of Default has occurred and is continuing and (y) such approval shall not be required if the successor administrative agent Administrative Agent is appointed a Revolving Lender with Revolving Loan Commitments of at least $10,000,000 and the Administrative Agent or the Required Lenders shall have consulted with Borrowers prior to such appointment. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning Administrative Agent. Upon the earlier of the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent or the effective date of the resignation of the resigning Administrative Agent’s resignation, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term "Administrative Agent" shall mean such successor administrative agent and the retiring Administrative Agent's appointment, powers and duties as resigning Administrative Agent shall be terminateddischarged from its duties and obligations under this Agreement and the other Loan Documents, except that any indemnity rights or other rights in favor of such resigning Administrative Agent shall continue. After any retiring resigning Administrative Agent's ’s resignation hereunder as Administrative Agenthereunder, the provisions of this Article IX and Sections 10.03 and 10.13 VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was acting as Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective Agreement and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Notwithstanding the foregoing, however, if, at any time, the Administrative Agent and the L/C Issuer shall be the same Person or Affiliates, such Administrative Agent may not be removed as Administrative Agent at the request of the Required Lenders unless such Administrative Agent shall also simultaneously be replaced and fully released as "L/C Issuer" hereunder pursuant to documentation in form and substance reasonably satisfactory to such Administrative Agentother Loan Documents.

Successor Administrative Agent. The Except as otherwise provided below, Bank One shall serve as Administrative Agent may, and at all times during the request term of the Required Lenders shall, this Facility. Bank One may resign as Administrative Agent upon in the event (x) Bank One and Borrower shall mutually agree in writing or (y) an Event of Default shall occur and be continuing under the Loan Documents, or (z) Bank One shall determine, in its sole reasonable discretion, that because of its other banking relationships with Borrower and/or Borrower's Affiliates at the time of such decision Bank One's resignation as Administrative Agent would be necessary in order to avoid creating an appearance of impropriety on the part of Bank One. Bank One shall also resign as Administrative Agent, within 30 days' notice to days after receipt of a written request from the Required Lenders. If , if the Administrative Agent's Commitment, after giving effect to any assignments or reductions hereunder, is less than 5% of the then-current Aggregate Commitment. Bank One (or any successor Administrative Agent) may be removed as Administrative Agent resigns under this Agreementby written notice received by Administrative Agent from the Required Lenders at any time with cause (i.e., a breach by Bank One (or any successor Administrative Agent) of its duties as Administrative Agent hereunder) or for gross negligence or willful misconduct. Upon any such resignation, the Required Lenders shall appoint from among have the Lenders a successor administrative agent for right to appoint, on behalf of the Borrower and the Lenders, the appointment of which a successor administrative agent shall be subject to the consent of the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayed)Administrative Agent. If no successor administrative agent is Administrative Agent shall have been so appointed by the Required Lenders within thirty days after the resigning Administrative Agent's giving notice of its intention to resign or receiving such a request to resign, then the resigning Administrative Agent shall, prior to the effective date of its resignation, appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be a commercial bank having capital and retained earnings of at least $500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning Administrative Agent. Upon the effectiveness of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term "Administrative Agent" shall mean such successor administrative agent and the retiring Administrative Agent's appointment, powers and duties as resigning Administrative Agent shall be terminateddischarged from its duties and obligations hereunder and under the Loan Documents. After any retiring Administrative Agent's the effectiveness of the resignation hereunder as of an Administrative Agent, the provisions of this Article IX and Sections 10.03 and 10.13 XI shall inure to its continue in effect for the benefit as to of such Administrative Agent in respect of any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment acting as Administrative Agent by the date which is 30 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as and under the Required Lenders appoint a successor agent as provided for above. Notwithstanding the foregoing, however, if, at any time, the Administrative Agent and the L/C Issuer shall be the same Person or Affiliates, such Administrative Agent may not be removed as Administrative Agent at the request of the Required Lenders unless such Administrative Agent shall also simultaneously be replaced and fully released as "L/C Issuer" hereunder pursuant to documentation in form and substance reasonably satisfactory to such Administrative Agentother Loan Documents.

Successor Administrative Agent. The Administrative Agent may, and at the request of the Required Lenders shall, may resign as the Administrative Agent upon 30 ten (10) days' ’ notice to the LendersLenders and the Borrower Representative, provided that any such resignation by the Administrative Agent may also constitute its resignation as the L/C Issuer, Support Provider and Swingline Lender (if applicable). If the Administrative Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders (or the Affiliates thereof) a successor administrative agent for the Lenders, the appointment of which successor administrative agent shall (unless an Event of Default has occurred and is continuing) be subject to the consent approval of the Borrower at all times other than during the existence of an Event of Default Representative (which consent of the Borrower approval shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the BorrowerLenders, a successor administrative agent from among the LendersLenders (or the Affiliates thereof). Upon the acceptance of its appointment as successor administrative agent hereunder, the Person acting as such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent (and Support Provider, L/C Issuer and Swingline Lender (if the retiring Administrative Agent desires to resign therefrom)) and the term "respective terms “Administrative Agent" ”, “Support Provider”, “L/C Issuer” and “Swingline Lender” shall mean such successor administrative agent agent, Letter of Credit issuer, support provider, and swingline lender, and the retiring Administrative Agent's ’s appointment, powers and duties as Administrative Agent in such capacities shall be terminatedterminated without any other further act or deed on its behalf. After any retiring Administrative Agent's ’s resignation hereunder as the Administrative Agent, the provisions of this Article IX 11 and Sections 10.03 12.04 and 10.13 12.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under this AgreementAgreement or while it was actively engaged in transferring its rights and obligations as Administrative Agent to the successor administrative agent. If no successor administrative agent has accepted appointment as the Administrative Agent by the date which is 30 ten (10) days following a retiring Administrative Agent's ’s notice of resignation, the retiring Administrative Agent's ’s resignation shall nevertheless thereupon become effective and the Required Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor administrative agent as provided for above. Notwithstanding the foregoing, however, if, at any time, the Administrative Agent and the L/C Issuer shall be the same No Person or Affiliates, such Administrative Agent may not be removed from its capacity as Administrative Agent at the request of the Required Lenders unless such Administrative Agent shall also simultaneously be replaced and fully released as "L/C Issuer" hereunder pursuant to documentation in form and substance reasonably satisfactory to such Administrative Agent.

Successor Administrative Agent. The Administrative Agent may, and at the request of the Required Lenders shall, may resign as Administrative Agent upon 30 days' reasonable notice to the LendersLenders and Borrower effective not earlier than thirty (30) days after such notice, upon acceptance of appointment by a successor Administrative Agent. The Requisite Lenders or all other Lenders other than the Administrative Agent may (with the prior consent, not to be unreasonably withheld or delayed, of Parent, unless an Event of Default shall have occurred and be continuing) remove the Administrative Agent from its capacity as Administrative Agent in the event of the Administrative Agent’s willful misconduct or gross negligence. If the Administrative Agent resigns shall resign or be removed as Administrative Agent under this Agreement, the Required Requisite Lenders shall appoint from among the Lenders a successor administrative agent Administrative Agent for the Lenders, the appointment of which successor administrative agent Administrative Agent shall be subject to the consent of the Borrower at all times other than during the existence of an require approval by Parent so long as no Default or Event of Default has occurred and is continuing (which consent of the Borrower and such approval shall not be unreasonably withheld or delayed). If no successor administrative agent Administrative Agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and, so long as no Default or Event of Default has occurred and is continuing, with the Borrowerconsent of Parent, a successor administrative agent Administrative Agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent Administrative Agent hereunder, such successor administrative agent Administrative Agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term "“Administrative Agent" ” shall mean such successor administrative agent Administrative Agent and the retiring Administrative Agent's ’s appointment, powers and duties as Administrative Agent shall be terminated. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX 10, and Sections 10.03 11.3, 11.11 and 10.13 11.22, shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If Notwithstanding the foregoing, if (a) the Administrative Agent has not been paid its administrative agency fees under the Fee Letter or has not been reimbursed for any expense reimbursable to it under Section 11.3, in either case for a period of at least one (1) year and (b) no successor administrative agent Administrative Agent has accepted appointment as Administrative Agent by the date which is 30 thirty (30) days following a retiring Administrative Agent's ’s notice of resignation, the retiring Administrative Agent's ’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Requisite Lenders appoint a successor agent Administrative Agent as provided for above. Notwithstanding If the foregoingPerson serving as Administrative Agent is a Defaulting Lender pursuant to clause (e) of the definition of “Defaulting Lender”, howeverthe Requisite Lenders may, ifto the extent permitted by applicable laws, at any timeby notice in writing to Borrower and such Person, remove such Person as Administrative Agent and, in consultation with Borrower, appoint a successor, which shall be a bank with an office in the United States; provided that, without the consent of Borrower (which shall not be unreasonably withheld), the Requisite Lenders shall not be permitted to select a successor that is not a U.S. financial institution described in Treasury Regulation Section 1.1441-1(b)(2)(ii) or a U.S. branch of a foreign bank described in Treasury Regulation Section 1.1441-1(b)(2)(iv)(A). If no such successor shall have been appointed by the Requisite Lenders and shall have accepted such appointment within thirty (30) days (or such earlier day as shall be agreed by the Requisite Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date and the rights and responsibilities of the Administrative Agent shall inure to and be performed by the L/C Issuer shall be the same Person or Affiliates, Requisite Lenders pending such Administrative Agent may not be removed as Administrative Agent at the request of the Required Lenders unless such Administrative Agent shall also simultaneously be replaced appointment and fully released as "L/C Issuer" hereunder pursuant to documentation in form and substance reasonably satisfactory to such Administrative Agentacceptance.

Successor Administrative Agent. (a) The Administrative Agent maymay resign at any time by giving 30 days’ prior written notice thereof to the Lenders and the Borrower Agent, and at the request of the Required Lenders shall, resign as may remove the Administrative Agent for any reason upon 30 20 days' ’ prior written notice to the Lenders. If the Administrative Agent resigns under this Agreementand the Borrower Agent, in each case whether or not a successor Administrative Agent has been appointed. Upon any such resignation or removal, the Required Lenders shall have the right to appoint from among the Lenders a successor administrative agent for Administrative Agent with the Lenders, the appointment of which successor administrative agent shall be subject to the consent approval of the Borrower at all times other than during the existence of an Event of Default Agent (which consent of the Borrower approval shall not be unreasonably withheld or delayeddelayed and not required if an Event of Default has occurred and is continuing). If no successor administrative agent is Administrative Agent shall have been so appointed prior to by the effective date Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the resignation of the Lenders, appoint a successor Administrative Agent, which shall be a bank with an office in New York, New York or an Affiliate of any such bank. In either case (whether a resignation or a removal), such appointment shall be subject to the Administrative prior written approval of the Borrower Agent (which approval may appoint, after consulting with the Lenders not be unreasonably withheld and the Borrower, a successor administrative agent from among the Lendersshall not be required while an Event of Default has occurred and is continuing). Upon the acceptance of its any appointment as Administrative Agent by a successor administrative agent hereunderAdministrative Agent, such successor administrative agent Administrative Agent shall succeed to to, and become vested with, all the rights, powers powers, privileges and duties of the retiring or removed Administrative Agent. Upon the acceptance of appointment as Administrative Agent and the term "by a successor Administrative Agent" shall mean such successor administrative agent and , the retiring Administrative Agent's appointment, powers and duties as or removed Administrative Agent shall be terminateddischarged from all of its duties and obligations under this Agreement and the other Loan Documents. After Prior to any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions retiring or removed Administrative Agent shall, in the event that a successor Administrative Agent is being appointed at the time of this Article IX and Sections 10.03 and 10.13 shall inure such resignation or removal, take such action as may be reasonably necessary to assign to the successor Administrative Agent its benefit rights as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreementthe Loan Documents. If no successor administrative agent has accepted appointment as A retiring or removed Administrative Agent shall, in the event that a successor Administrative Agent is not appointed at the time of such resignation or removal, take all actions reasonably requested by the date which Borrower Agent or the Required Lenders (for a reasonable period of time, not to exceed 60 days) (including providing the Borrower Agent and the Required Lenders with a copy of the Register and other documents and information in the possession of the resigning or removed Administrative Agent that is 30 days following a retiring Administrative reasonably requested by the Required Lenders or the Borrower Agent's notice ) in connection with (x) in the case of resignationthe Required Lenders, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all Required Lenders’ performance of the duties and obligations of the Administrative Agent hereunder until such time, if any, as under the Required Lenders appoint a successor agent as provided for above. Notwithstanding Loan Documents and (y) in the foregoing, however, if, at any timecase of the Borrowers, the Administrative Agent Borrowers’ obligation to make payments directly to the Lenders and provide notices and information directly to the L/C Issuer shall be the same Person or Affiliates, such Administrative Agent may not be removed as Administrative Agent at the request of the Required Lenders unless such Administrative Agent shall also simultaneously be replaced and fully released as "L/C Issuer" hereunder pursuant to documentation in form and substance reasonably satisfactory to such Administrative AgentLenders.

Successor Administrative Agent. The Administrative Agent may, and at the request of the Required Lenders shall, resign as Administrative Agent upon 30 thirty (30) days' notice to the Lenders. If the Administrative Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, the appointment of which successor administrative agent shall be subject to the consent of the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayed)agent. If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the BorrowerLenders, a successor administrative agent from among the Lendersthat would qualify as an Eligible Assignee. Upon the its acceptance of its the appointment as successor administrative agent hereunderagent, such successor administrative agent shall succeed to all of the rights, powers and duties of the retiring Administrative Agent and Agent, the term "Administrative Agent" ", shall mean such successor administrative agent successor, and the retiring Administrative Agent's appointment, powers and duties as of such retiring Administrative Agent shall be terminatedterminate. After any retiring Administrative Agent's resignation hereunder as Administrative Agentadministrative agent, the provisions of this Article IX Agreement regarding payment of costs and Sections 10.03 expenses and 10.13 indemnification of Administrative Agent shall inure to its benefit as to any actions taken that such retiring Administrative Agent took or omitted to be taken by it take while it was Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which that is 30 thirty (30) days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective effective, and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor administrative agent in the manner set forth above. Upon replacement of Administrative Agent as provided for above. Notwithstanding the foregoing, however, if, at any timein this Agreement, the Administrative Agent and the L/C Issuer shall be the same Person or Affiliates, such Administrative Agent may not be removed as Administrative Agent at the request of the Required Lenders unless such former Administrative Agent shall also simultaneously be replaced promptly deliver to the new Administrative Agent an assignment of all beneficial interest in any collateral security for the Loans, if any (if before acquisition of title to any such collateral security), or a quitclaim deed to and fully released as "L/C Issuer" hereunder pursuant assignment of any such property, if any (if after acquisition of any such collateral security) and copies of any books, records and documents related to documentation the Loans to which the Lenders are entitled and which is then in form and substance reasonably satisfactory to such the former Administrative Agent's possession.

Successor Administrative Agent. The Administrative Agent may, and at the request of the Required Lenders shall, may resign as Administrative Agent upon 30 days' days (10 days if an Event of Default has occurred and is continuing) prior written notice to the Lenders (unless such notice is waived by the Required Lenders) and Borrowers (unless such notice is waived by Borrowers) and without any notice to the Bank Product Providers. If the Administrative Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lendersbe entitled, the appointment with (so long as no Event of which successor administrative agent shall be subject to Default has occurred and is continuing) the consent of the Borrower at all times other than during the existence of an Event of Default Borrowers (which such consent of the Borrower shall not to be unreasonably withheld withheld, delayed, or delayedconditioned), appoint a successor Administrative Agent for the Lenders (and the Bank Product Providers). If, at the time that Administrative Agent’s resignation is effective, it is acting as Issuing Bank or the Swing Lender, such resignation shall also operate to effectuate its resignation as Issuing Bank or the Swing Lender, as applicable, and it shall automatically be relieved of any further obligation to issue Letters of Credit, or to make Swing Loans. If no successor administrative agent Administrative Agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the BorrowerBorrowers, a successor administrative agent Administrative Agent. If Administrative Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Administrative Agent with a successor Administrative Agent from among the LendersLenders with (so long as no Event of Default has occurred and is continuing) the consent of Borrowers (such consent not to be unreasonably withheld, delayed, or conditioned). Upon In any such event, upon the acceptance of its appointment as successor administrative agent Administrative Agent hereunder, such successor administrative agent Administrative Agent shall succeed to all the rights, powers powers, and duties of the retiring Administrative Agent and the term "“Administrative Agent" ” shall mean such successor administrative agent Administrative Agent and the retiring Administrative Agent's ’s appointment, powers powers, and duties as Administrative Agent shall be terminated. After any retiring Administrative Agent's ’s resignation hereunder as Administrative Agent, the provisions of this Article IX and Sections 10.03 and 10.13 Section 15 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor administrative agent Administrative Agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent's ’s notice of resignation, the retiring Administrative Agent's ’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent Administrative Agent as provided for above. Notwithstanding the foregoing, however, if, at any time, the Administrative Agent and the L/C Issuer shall be the same Person or Affiliates, such Administrative Agent may not be removed as Administrative Agent at the request of the Required Lenders unless such Administrative Agent shall also simultaneously be replaced and fully released as "L/C Issuer" hereunder pursuant to documentation in form and substance reasonably satisfactory to such Administrative Agent.

Successor Administrative Agent. The Administrative Agent may, and at the request of the Required Lenders shall, resign as Administrative Agent upon 30 days' notice to the LendersLenders and the Company. If the Administrative Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, the appointment of which successor administrative agent shall be subject to the consent of the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the BorrowerCompany, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term "Administrative Agent" shall mean such successor administrative agent and the retiring Administrative Agent's appointment, powers and duties as Administrative Agent shall be terminated. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, the provisions of this Article IX Section 13, Section 14.6 and Sections 10.03 and 10.13 Section 14.10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor administrative agent as provided for above. Notwithstanding the foregoing, however, if, at any time, the Administrative Agent and the L/C Issuer Bank of America shall be the same Person or Affiliates, such Administrative Agent may not be removed required to resign as the Administrative Agent at the request of the Required Lenders unless such Administrative Agent Bank of America shall also simultaneously be replaced and fully released as "L/C Issuer" and as "Swing Line Lender" hereunder pursuant to documentation in form and substance reasonably satisfactory to such Administrative AgentBank of America.

Successor Administrative Agent. The Administrative Agent may, and at the request of the Required Requisite Lenders shall, resign as Administrative Agent upon 30 days' notice to the Lenders. If the Administrative Agent resigns under this Agreement, the Required Requisite Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, the appointment of Lenders which successor administrative agent shall be subject to the prior written consent of the Borrower Company at all times other than during the existence of an Event of Default (which consent approval of the Borrower Company shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the BorrowerCompany, a successor administrative agent from among Lenders, subject to the Lendersprior written consent of Company at all times other than during the existence of an Event of Default (which approval of Company shall not be unreasonably withheld or delayed). Upon the acceptance of its appointment as successor administrative agent hereunder, such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term "Administrative Agent" shall mean such successor administrative agent and the retiring Administrative Agent's appointment, powers and duties as Administrative Agent shall be terminated. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, the provisions of this Article IX Section 9 and Sections 10.03 and 10.13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Requisite Lenders appoint a successor agent as provided for above. Notwithstanding the foregoing, however, if, at any time, the Administrative Agent and the L/C Issuer shall be the same Person or Affiliates, such Administrative Agent Bank of America may not be removed as Administrative Agent at the request of the Required Requisite Lenders unless such Administrative Agent Bank of America shall also simultaneously be replaced and fully released as "L/C IssuerIssuing Lender" hereunder pursuant to documentation in form and substance reasonably satisfactory to such Administrative AgentBank of America.

Successor Administrative Agent. The Administrative Agent may, and at the request of the Required Lenders shall, may resign as Administrative Agent upon 30 20 days' notice to the LendersLenders and the Borrower. If the Administrative Agent resigns shall resign as Administrative Agent under this AgreementAgreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, the appointment of which successor administrative agent shall be subject to the consent of the Borrower at all times other than during the existence of (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which consent of the Borrower approval shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, whereupon such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent Agent, and the term "Administrative Agent" shall mean such successor administrative agent effective upon such appointment and approval, and the retiring former Administrative Agent's appointmentrights, powers and duties as Administrative Agent shall be terminated. After , without any retiring Administrative Agent's resignation hereunder as Administrative Agent, other or further act or deed on the provisions part of this Article IX and Sections 10.03 and 10.13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such former Administrative Agent under or any of the parties to this AgreementAgreement or any holders of the Loans. If no successor administrative agent has accepted appointment as Administrative Agent by the date which that is 30 20 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Notwithstanding After any retiring Administrative Agent's resignation as Administrative Agent, the foregoingprovisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. Upon the effectiveness of the retirement of any Administrative Agent, however, ifthe retiring Administrative Agent may, at any time, its option (i) transfer the management of all then existing Tranche B-1 Credit Linked Accounts to the successor Administrative Agent or (ii) close all such Tranche B-1 Credit Linked Accounts upon the establishment of new Tranche B-1 Credit Linked Accounts with the successor Administrative Agent (and the L/C Issuer shall be the same Person or Affiliates, such Administrative Agent may not be removed as Administrative Agent at the request of the Required Lenders unless such successor Administrative Agent shall also simultaneously be replaced establish such new accounts) and fully released as "L/C Issuer" hereunder pursuant to documentation transfer all amounts on deposit in form and substance reasonably satisfactory such Tranche B-1 Credit Linked Accounts to such Administrative Agentnew accounts.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrowers, with any such resignation to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 9.06. Upon any such resignation, the Majority Lenders shall have the right to appoint a successor Administrative Agent, which shall be a Lender or another commercial bank or trust company reasonably acceptable to the Borrowers organized or licensed under the laws of the United States, or of any State thereof. If no successor Administrative Agent shall have been so appointed by the Majority Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of notice of resignation, then the retiring Administrative Agent may, and at the request on behalf of the Required Lenders shallLenders, resign as appoint a successor Administrative Agent upon 30 days' notice Agent, which shall be Lender or shall be another commercial bank or trust company organized or licensed under the laws of the United States or of any State thereof reasonably acceptable to the LendersBorrowers. If In addition to the foregoing right of the Administrative Agent resigns under this Agreementto resign, the Required Majority Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, the appointment of which successor administrative agent shall be subject to the consent of the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, may remove the Administrative Agent may appointat any time, after consulting with or without cause, concurrently with the appointment by the Majority Lenders and the Borrower, of a successor administrative agent from among the LendersAdministrative Agent. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successor administrative agent Administrative Agent and the execution and delivery by the Borrowers and the successor Administrative Agent of an agreement relating to the fees to be paid to the successor Administrative Agent under Section 2.02(c) hereof in connection with its acting as Administrative Agent hereunder, such successor administrative agent Administrative Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the retiring Administrative Agent and the term "Administrative Agent" shall mean such successor administrative agent , and the retiring Administrative Agent's appointment, powers and duties as Administrative Agent shall be terminateddischarged from its duties and obligations under this Agreement. After any retiring Administrative Agent's resignation or removal hereunder as Administrative Agent, the provisions of this Article IX and Sections 10.03 and 10.13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreementthe Loan Documents. If no successor administrative agent has accepted appointment as Administrative Agent by It is understood that in the date which is 30 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of event the Administrative Agent hereunder until such timeshall resign, if anyor be removed by the Majority Lenders, as the Required Lenders appoint a successor agent as provided for above. Notwithstanding the foregoing, however, if, at any timein this paragraph, the Administrative Agent shall resign, or be removed, as the case may be, in its capacity as both administrative agent and collateral agent under the Loan Documents and the L/C Issuer successor Administrative Agent shall be the same Person or Affiliates, such successor Administrative Agent may not be removed as Administrative and the successor Collateral Agent at under the request of the Required Lenders unless such Administrative Agent shall also simultaneously be replaced and fully released as "L/C Issuer" hereunder pursuant to documentation in form and substance reasonably satisfactory to such Administrative AgentLoan Documents.

Successor Administrative Agent. The Administrative Agent may, and at the request of the Required Lenders shall, resign as Administrative Agent upon 30 days' notice to the LendersLenders and Borrower. If the Administrative Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, the appointment of Lenders which successor administrative agent shall be subject to the consent of the Borrower at all times other than during the existence of an shall, so long as no Default or Event of Default (which consent of the Borrower shall not have occurred and be unreasonably withheld or delayed)continuing, be approved by Borrower. If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term "Administrative Agent" shall mean such successor administrative agent and the retiring Administrative Agent's appointment, powers and duties as Administrative Agent shall be terminated. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, the provisions of this Article IX Section 9 and Sections 10.03 10.04 and 10.13 10.12 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Notwithstanding the foregoing, however, if, at any time, the Administrative Agent and the L/C Issuer shall be the same Person or Affiliates, such Administrative Agent Bank of America may not be removed as Administrative Agent at the request of the Required Lenders unless such Administrative Agent Bank of America shall also simultaneously be replaced and fully released as "L/C IssuerIssuing Lender" and "Swing Line Lender" hereunder pursuant to documentation in form and substance reasonably satisfactory to such Administrative AgentBank of America.

Successor Administrative Agent. The Administrative Agent may, and at the request of the Required Requisite Lenders shall, resign as Administrative Agent upon 30 days' thirty days notice to the LendersLenders and Borrower. If the Administrative Agent resigns shall resign as Administrative Agent under this Agreement, the Required Requisite Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, the appointment of which successor administrative agent shall be subject to the consent of the approved by Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower and such approval shall not be unreasonably withheld or delayedwithheld). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term "Administrative Agent" shall mean such successor administrative agent and the retiring Administrative Agent's appointment, powers and duties as Administrative Agent shall be terminatedterminated (except for any liabilities incurred prior to such termination). After any retiring Administrative Agent's resignation hereunder as Administrative Agent, the provisions of this Article IX 10, and Sections 10.03 11.3, 11.11 and 10.13 11.23, shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If (a) the Administrative Agent has not been paid its agency fees under Section 3.6or has not been reimbursed for any expense reimbursable to it under Section 11.3, in either case for a period of at least one year and (b) no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 thirty days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Requisite Lenders appoint a successor administrative agent as provided for above. Notwithstanding the foregoing, however, if, at any time, the Administrative Agent and the L/C Issuer shall be the same Person or Affiliates, such Administrative Agent may not be removed as Administrative Agent at the request of the Required Lenders unless such Administrative Agent shall also simultaneously be replaced and fully released as "L/C Issuer" hereunder pursuant to documentation in form and substance reasonably satisfactory to such Administrative Agent.

Successor Administrative Agent. The Administrative Agent maymay resign hereunder at any time by giving written notice thereof to the Lenders and Borrower. Administrative Agent may be removed involuntarily only for a material breach of its duties and obligations hereunder or under the other Credit Facility Documents, or for gross negligence or willful misconduct in connection with the performance of its duties hereunder or under the other Credit Facility Documents and at then only upon the request affirmative vote of the Required Majority Lenders shall, resign as (excluding Administrative Agent upon 30 days' notice from such vote and Administrative Agent’s Proportionate Share of the Total Commitment from the amounts used to determine the portion of the Total Commitment necessary to constitute the required Proportionate Shares of the remaining Lenders). If Upon any such resignation or removal, the Majority Lenders shall have the right to appoint the successor Administrative Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, the appointment of which successor administrative agent shall be subject to hereunder with the consent of the Borrower at all times other than during the existence of an Event of Default (Borrower, which consent of the Borrower shall not be unreasonably withheld or delayed); provided that Borrower’s consent shall not be required if an Event of Default shall have occurred and be continuing at such time hereunder. If no successor administrative agent is Administrative Agent shall have been so appointed prior to by the effective date Majority Lenders and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation or the Lenders’ removal of the resignation of the retiring Administrative Agent, the retiring Administrative Agent may appointmay, after consulting on behalf of the Lenders with the Lenders consent of Borrower (such consent not to be unreasonably withheld or delayed) appoint the successor Administrative Agent hereunder which shall be a Lender, if any Lender shall be willing to serve, and the Borrower, otherwise shall be a successor administrative agent from among the Lenderscommercial bank having a combined capital and surplus of at least $500,000,000. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successor administrative agent hereunderAdministrative Agent, such successor administrative agent Administrative Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the retiring Administrative Agent and the term "Administrative Agent" shall mean such successor administrative agent , and the retiring Administrative Agent's appointment, powers Agent shall be discharged from its duties and duties obligations as Administrative Agent shall be terminatedonly under the Credit Facility Documents. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX and Sections 10.03 and 10.13 VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Notwithstanding the foregoing, however, if, at any time, the Administrative Agent and the L/C Issuer shall be the same Person or Affiliates, such Administrative Agent may not be removed as Administrative Agent at the request of the Required Lenders unless such Administrative Agent shall also simultaneously be replaced and fully released as "L/C Issuer" hereunder pursuant to documentation in form and substance reasonably satisfactory to such Administrative AgentCredit Facility Documents.

Successor Administrative Agent. The Administrative Agent may, and at the request of the Required Lenders shall, resign as Administrative Agent upon 30 days' ’ notice to the Lenders. If the Administrative Agent resigns under this Agreement, the Required Lenders shall, with (so long as no Event of Default exists) the consent of the Company (which shall not be unreasonably withheld or delayed), appoint from among the Lenders a successor administrative agent for the Lenders, the appointment of which successor administrative agent shall be subject to the consent of the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the BorrowerCompany, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term "“Administrative Agent" ” shall mean such successor administrative agent agent, and the retiring Administrative Agent's ’s appointment, powers and duties as Administrative Agent shall be terminated. After any retiring Administrative Agent's ’s resignation hereunder as Administrative Agent, the provisions of this Article IX Section 14 and Sections 10.03 15.6 and 10.13 15.13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent's ’s notice of resignation, the retiring Administrative Agent's ’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor administrative agent as provided for above. Notwithstanding the foregoing, however, if, at any time, the Administrative Agent and the L/C Issuer shall be the same Person or Affiliates, such Administrative Agent Bank of America may not be removed as the Administrative Agent at the request of the Required Lenders unless such Administrative Agent Bank of America shall also simultaneously be replaced as an “Issuing Lender” and fully released as "L/C Issuer" the “Swing Line Lender” hereunder pursuant to documentation in form and substance reasonably satisfactory to such Administrative AgentBank of America.

Successor Administrative Agent. The Administrative Agent may, and at the request of the Required Lenders shall, may resign as Administrative Agent upon 30 days' ’ notice to the Lenders; provided that any such resignation of Bank of America shall also constitute its resignation as Swing Line Lender. If the Administrative Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, the appointment of which successor administrative agent shall be subject consented to by the consent of the Borrower Company at all times other than during the existence of an Event of Default (which consent of the Borrower Company shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the BorrowerCompany, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, the Person acting as such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and Swing Line Lender and the term "respective terms “Administrative Agent" ” and “Swing Line Lender” shall mean such successor administrative agent and swing line lender and the retiring Administrative Agent's ’s appointment, powers and duties as Administrative Agent shall be terminated and the retiring Swing Line Lender’s rights, powers and duties as such shall be terminated, without any other or further act or deed on the part of such retiring Swing Line Lender or any other Lender. After any retiring Administrative Agent's ’s resignation hereunder as Administrative Agent, the provisions of this Article IX and Sections 10.03 10.04 and 10.13 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent's ’s notice of resignation, the retiring Administrative Agent's ’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Notwithstanding the foregoing, however, if, at any time, the Administrative Agent and the L/C Issuer shall be the same Person or Affiliates, such Administrative Agent may not be removed as Administrative Agent at the request of the Required Lenders unless such Administrative Agent shall also simultaneously be replaced and fully released as "L/C Issuer" hereunder pursuant to documentation in form and substance reasonably satisfactory to such Administrative Agent.

Successor Administrative Agent. The Administrative Agent maymay resign at any time by giving notice thereof to the Banks, and at the request of Borrower. Upon any such resignation, the Required Lenders Majority Banks shall have the right to appoint a successor Administrative Agent, which successor Administrative Agent, shall, resign as Administrative Agent upon 30 days' notice to the Lenders. If the Administrative Agent resigns under this Agreementprovided no Event of Default has occurred and is then continuing, the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, the appointment of which successor administrative agent shall be subject to the consent of the Borrower at all times other than during the existence of an Event of Default (Borrower's approval, which consent of the Borrower approval shall not be unreasonably withheld or delayed). If no successor administrative agent is Administrative Agent shall have been so appointed prior to by the effective date Majority Banks and approved by the Borrower, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent gives notice of resignation, then the retiring Administrative Agent may, on behalf of the resignation of the Banks, appoint a successor Administrative Agent, which shall be the Administrative Agent may appointwho shall act until the Majority Banks shall appoint an Administrative Agent. Any appointment of a successor Administrative Agent by Majority Banks or the retiring Administrative Agent pursuant to the preceding sentence shall, after consulting with the Lenders provided no Event of Default has occurred and is then continuing, be subject to the Borrower's approval, a successor administrative agent from among the Lenderswhich approval shall not be unreasonably withheld or delayed. Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor administrative agent hereunderAdministrative Agent, such successor administrative agent Administrative Agent, shall thereupon succeed to and become vested with all the rights, powers rights and duties of the retiring Administrative Agent and the term "Administrative Agent" shall mean such successor administrative agent and the retiring Administrative Agent's appointment, powers and duties as Administrative Agent shall be terminateddischarged from its duties and obligations hereunder. After any retiring Administrative Agent's resignation hereunder as Administrative Agenthereunder, the provisions of this Article IX and Sections 10.03 and 10.13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent. For gross negligence or willful misconduct, as determined by all the Banks (excluding for such determination Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment in its capacity as a Bank, if applicable), Administrative Agent by the date which is 30 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Notwithstanding the foregoing, however, if, may be removed at any time, the time by giving at least thirty (30) Business Days prior written notice to Administrative Agent and Borrower. Such resignation or removal shall take effect upon the L/C Issuer shall be the same Person or Affiliates, such acceptance of appointment by a successor Administrative Agent may not be removed as Administrative Agent at in accordance with the request provisions of the Required Lenders unless such Administrative Agent shall also simultaneously be replaced and fully released as "L/C Issuer" hereunder pursuant to documentation in form and substance reasonably satisfactory to such Administrative Agentthis Section 7.8.

Successor Administrative Agent. The Administrative Agent may, and at the request of the Required Lenders shall, may resign as the Administrative Agent upon 30 thirty (30) days' ’ prior notice to the LendersLenders and the Parent Borrower. If the Administrative Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, the appointment of which successor administrative agent shall be subject consented to by the consent of the Parent Borrower at all times other than during the existence of an Event of Default under Section 8.01(f) (which consent of the Parent Borrower shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Parent Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, the Person acting as such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent Agent, and the term "“Administrative Agent" ” shall mean such successor administrative agent and/or supplemental administrative agent, as the case may be, and the retiring Administrative Agent's ’s appointment, powers and duties as the Administrative Agent shall be terminated. After any the retiring Administrative Agent's ’s resignation hereunder as the Administrative Agent, the provisions of this Article IX and Sections 10.03 10.04 and 10.13 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as the Administrative Agent by the date which is 30 thirty (30) days following a the retiring Administrative Agent's ’s notice of resignation, the retiring Administrative Agent's ’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Notwithstanding Upon the foregoingacceptance of any appointment as the Administrative Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, howeveror amendments thereto, ifand such amendments or supplements to the Mortgages, at any timeand such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfied, the Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents (if not already discharged therefrom as provided above in this Section 9.10). After the retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent. Any resignation by the Administrative Agent as Administrative Agent pursuant to this Section shall also constitute its resignation as a Swing Line Lender the L/C Issuer’s Resignation as L/C Issuer and its resignation as a Euro Fronting Revolving Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, Swing Line Lender and a Euro Fronting Revolving Lender, (ii) the retiring L/C Issuer, Swing Line Lender and Euro Fronting Revolving Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (iii) the successor L/C Issuer shall be issue letters of credit in substitution for the same Person or AffiliatesLetters of Credit issued by Citibank, such Administrative Agent may not be removed as Administrative Agent N.A., if any, outstanding at the request time of such succession or make other arrangements satisfactory to the Required Lenders unless such Administrative Agent shall also simultaneously be replaced and fully released as "retiring L/C Issuer" hereunder pursuant Issuer effectively to documentation in form and substance reasonably satisfactory assume the obligations of the retiring L/C Issuer with respect to such Administrative AgentLetters of Credit.

Successor Administrative Agent. The Administrative Agent may, and at the request of the Required Lenders shall, may resign as Administrative Agent upon 30 thirty (30) days' ’ notice to the LendersLenders and Parent. If the Administrative Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, the appointment of which successor administrative agent shall be subject to the consent of the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the BorrowerParent, a successor administrative agent from among the Lenders. Upon the acceptance by the Lender so selected of its appointment as successor administrative agent hereunder, such successor administrative agent shall succeed to all of the rights, powers and duties of the retiring Administrative Agent and the term "“Administrative Agent" ” as used herein and in the other Financing Agreements shall mean such successor administrative agent and the retiring Administrative Agent's ’s appointment, powers and duties as Administrative Agent shall be terminated. After any retiring Administrative Agent's ’s resignation hereunder as Administrative Agent, the provisions of this Article IX and Sections 10.03 and 10.13 Section 12 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 thirty (30) days following after the date of a retiring Administrative Agent's ’s notice of resignation, the retiring Administrative Agent's ’s resignation shall nevertheless nonetheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Notwithstanding the foregoing, however, if, at any time, the Any resignation by Administrative Agent pursuant to this Section shall also constitute its resignation as Issuing Bank and Swing Line Lender. Upon the L/C Issuer shall be the same Person or Affiliates, such Administrative Agent may not be removed acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank and Swing Line Lender, (b) the retiring Issuing Bank and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Financing Agreements, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the request time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the Required Lenders unless such Administrative Agent shall also simultaneously be replaced and fully released as "L/C Issuer" hereunder pursuant to documentation in form and substance reasonably satisfactory retiring Issuing Bank with respect to such Administrative AgentLetters of Credit.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving not less than thirty (30) days' prior written notice thereof to Lenders and Borrower. Upon any such resignation, the Majority Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within thirty (30) days after the resigning Administrative Agent's giving notice of resignation, then the resigning Administrative Agent may, and at on behalf of Lenders, appoint a successor Administrative Agent, which shall be a Lender, if a Lender is willing to accept such appointment, or otherwise shall be a commercial bank or financial institution or a subsidiary of a commercial bank or financial institution if such commercial bank or financial institution is organized under the request laws of the Required Lenders shall, resign as United States of America or of any State thereof and has a combined capital and surplus of at least $300,000,000. If no successor Administrative Agent upon 30 days' notice has been appointed pursuant to the Lenders. If foregoing, within thirty (30) days after the date such notice of resignation was given by the resigning Administrative Agent, such resignation shall become effective and the Majority Lenders shall thereafter perform all the duties of Administrative Agent resigns under this Agreementhereunder until such time, if any, as the Required Majority Lenders shall appoint from among the Lenders a successor administrative agent for Administrative Agent as provided above. Any successor Administrative Agent appointed by the Lenders, the appointment of which successor administrative agent Majority Lenders or Administrative Agent hereunder shall be subject to the consent approval of the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall Borrower, such approval not to be unreasonably withheld or delayed); provided that such approval shall not be required if an Event of Default has occurred and is continuing. If no Upon the acceptance of any appointment as Administrative Agent hereunder by a successor administrative agent is appointed prior Administrative Agent, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning Administrative Agent. Upon the earlier of the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent or the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term "Administrative Agent" shall mean such successor administrative agent and the retiring resigning Administrative Agent's appointmentresignation, powers and duties as the resigning Administrative Agent shall be terminateddischarged from its duties and obligations under this Agreement and the other Credit Loan Documents, except that any indemnity rights or other rights in favor of such resigning Administrative Agent shall continue. After any retiring resigning Administrative Agent's resignation hereunder as Administrative Agenthereunder, the provisions of this Article IX and Sections 10.03 and 10.13 Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was acting as Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective Agreement and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Notwithstanding the foregoing, however, if, at any time, the Administrative Agent and the L/C Issuer shall be the same Person or Affiliates, such Administrative Agent may not be removed as Administrative Agent at the request of the Required Lenders unless such Administrative Agent shall also simultaneously be replaced and fully released as "L/C Issuer" hereunder pursuant to documentation in form and substance reasonably satisfactory to such Administrative Agentother Loan Documents.

Successor Administrative Agent. The Administrative Agent may, may resign at any time by giving 10 days’ prior written notice thereof to the Lender Parties and the Borrower (provided that no Default has occurred and is continuing) and may be removed at the request of any time with or without cause by the Required Lenders shallLenders; provided, resign as Administrative Agent upon 30 days' notice to the Lenders. If however that any removal of the Administrative Agent resigns under this Agreementwill not be effective until it (or its Affiliate) has been replaced as an Issuing Bank and released from all obligations in respect thereof. Upon any such resignation or removal, the Required Lenders shall have the right to appoint from among the Lenders a successor administrative agent for the LendersAdministrative Agent, the which appointment of which successor administrative agent shall shall, provided that no Default has occurred and is continuing, be subject to the consent of the Borrower at all times other than during the existence of an Event of Default (which Borrower, such consent of the Borrower shall not to be unreasonably withheld or delayed). If no successor administrative agent is Administrative Agent shall have been so appointed prior to by the effective date Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation or the Required Lenders’ removal of the resignation of the retiring Administrative Agent, then the retiring Administrative Agent may appointmay, after consulting with on behalf of the Lenders Lender Parties, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000 and which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent of the Borrower, a successor administrative agent from among the Lenderssuch consent not to be unreasonably withheld or delayed. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successor administrative agent hereunderAdministrative Agent, such successor administrative agent Administrative Agent shall succeed to and become vested with all the rights, powers powers, discretion, privileges and duties of the retiring Administrative Agent and the term "Administrative Agent" shall mean such successor administrative agent , and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Administrative Agent's appointment, powers and duties as ’s resignation or removal under this Section 8.06 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation or removal shall become effective, (ii) the retiring Administrative Agent shall thereupon be terminateddischarged from its duties and obligations under the Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative AgentAgent shall have become effective, the provisions of this Article IX and Sections 10.03 and 10.13 VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Notwithstanding the foregoing, however, if, at any time, the Administrative Agent and the L/C Issuer shall be the same Person or Affiliates, such Administrative Agent may not be removed as Administrative Agent at the request of the Required Lenders unless such Administrative Agent shall also simultaneously be replaced and fully released as "L/C Issuer" hereunder pursuant to documentation in form and substance reasonably satisfactory to such Administrative Agent.

Successor Administrative Agent. The Administrative Agent may, and at the request of the Required Requisite Lenders shall, resign as Administrative Agent upon 30 days' reasonable notice to the LendersLenders and Borrowers effective upon acceptance of appointment by a successor Administrative Agent. If the Administrative Agent resigns shall resign as Administrative Agent under this Agreement, the Required Requisite Lenders shall appoint from among the Lenders a successor administrative agent Administrative Agent for the Lenders, the appointment of which successor administrative agent Administrative Agent shall be subject to the consent of the Borrower at all times other than during the existence of an Event of Default approved by Borrowers (which consent of the Borrower and such approval shall not be unreasonably withheld or delayed). If no successor administrative agent Administrative Agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the BorrowerBorrowers, a successor administrative agent Administrative Agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent Administrative Agent hereunder, such successor administrative agent Administrative Agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term "Administrative Agent" shall mean such successor administrative agent Administrative Agent and the retiring Administrative Agent's appointment, powers and duties as Administrative Agent shall be terminated. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, the provisions of this Article IX ARTICLE 13, and Sections 10.03 14.3, 14.11 and 10.13 14.22, shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If Notwithstanding the foregoing, if (a) the Administrative Agent has not been paid its agency fees under Section 3.6 or has not been reimbursed for any expense reimbursable to it under Section 14.3, in either case for a period of at least one (1) year and (b) no successor administrative agent Administrative Agent has accepted appointment as Administrative Agent by the date which is 30 thirty (30) days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Requisite Lenders appoint a successor agent Administrative Agent as provided for above. Notwithstanding the foregoing, however, if, at any time, the Administrative Agent and the L/C Issuer shall be the same Person or Affiliates, such Administrative Agent may not be removed as Administrative Agent at the request of the Required Lenders unless such Administrative Agent shall also simultaneously be replaced and fully released as "L/C Issuer" hereunder pursuant to documentation in form and substance reasonably satisfactory to such Administrative Agent.

Successor Administrative Agent. The Administrative Agent may, and at the request of the Required Lenders shall, may resign as Administrative Agent upon 30 10 days' notice to the LendersLenders and the Borrower. If the Administrative Agent resigns shall resign as Administrative Agent under this AgreementAgreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, the appointment of which successor administrative agent shall be subject to the consent of the Borrower at all times other than during the existence of (unless an Event of Default under Section 7(a) or Section 7(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which consent of the Borrower approval shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, whereupon such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent Agent, and the term "Administrative Agent" shall mean such successor administrative agent effective upon such appointment and approval, and the retiring former Administrative Agent's appointmentrights, powers and duties as Administrative Agent shall be terminated. After , without any retiring Administrative Agent's resignation hereunder as Administrative Agent, other or further act or deed on the provisions part of this Article IX and Sections 10.03 and 10.13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such former Administrative Agent under or any of the parties to this AgreementAgreement or any holders of the Loans. If no successor administrative agent has accepted appointment as Administrative Agent by the date which that is 30 10 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Notwithstanding After any retiring Agent's resignation as Agent, the foregoingprovisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement and the other Loan Documents. Upon the effectiveness of the retirement of the Administrative Agent, however, ifthe retiring Administrative Agent may, at any time, its option (i) transfer the management of the Credit-Linked Account to the successor Administrative Agent or (ii) close the Credit-Linked Account upon the establishment of a new Credit-Linked Account with the successor Administrative Agent (and the L/C Issuer shall be the same Person or Affiliates, such Administrative Agent may not be removed as Administrative Agent at the request of the Required Lenders unless such successor Administrative Agent shall also simultaneously be replaced establish such new account) and fully released as "L/C Issuer" hereunder pursuant to documentation transfer all amounts on deposit in form and substance reasonably satisfactory the Credit-Linked Account to such Administrative Agentnew account.

Successor Administrative Agent. The Administrative Agent may, ------------------------------ and at the request of the Required Lenders Requisite Banks shall, resign as Administrative Agent upon 30 thirty days' notice to the LendersBanks and Borrower. If the Administrative Agent resigns shall resign as Administrative Agent under this Agreement, the Required Lenders Requisite Banks shall appoint from among the Lenders Banks a successor administrative agent Administrative Agent for the LendersBanks, the appointment of which successor administrative agent Administrative Agent shall be subject to the consent of the approved by Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower and such approval shall not be unreasonably withheld or delayed), provided that, to -------- the extent required by applicable Gaming Laws, the incumbent Administrative Agent shall remain the collateral agent for the Creditors with respect to any collateral for which a lienholder must be qualified under such Gaming Laws until the new Administrative Agent can be so qualified (but the incumbent Administrative Agent shall be entitled to the indemnities and other protections provided to the Administrative Agent hereunder in such capacity). If no successor administrative agent Administrative Agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders Banks and the Borrower, a successor administrative agent Administrative Agent from among the LendersBanks. Upon the acceptance of its appointment as successor administrative agent Administrative Agent hereunder, such successor administrative agent Administrative Agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term "Administrative Agent" shall mean such successor administrative agent Administrative Agent and the retiring Administrative Agent's appointment, powers and duties as Administrative Agent shall be terminated. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, the provisions of this Article IX 10, and Sections 10.03 11.3, 11.11 and 10.13 11.22, shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If (a) the Administrative Agent has not been paid its agency fees under Section 3.6 or has not been reimbursed for any expense reimbursable to it under Section 11.3, in either case for a period of at least one year and (b) no successor administrative agent Administrative Agent has accepted appointment as Administrative Agent by the date which is 30 thirty days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders Banks shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders Requisite Banks appoint a successor agent Administrative Agent as provided for above. Notwithstanding the foregoing, however, if, at any time, the Administrative Agent and the L/C Issuer shall be the same Person or Affiliates, such Administrative Agent may not be removed as Administrative Agent at the request of the Required Lenders unless such Administrative Agent shall also simultaneously be replaced and fully released as "L/C Issuer" hereunder pursuant to documentation in form and substance reasonably satisfactory to such Administrative Agent.

Successor Administrative Agent. The Administrative Agent may, and at the request of the Required Lenders Requisite Banks shall, resign as Administrative Agent upon 30 days' thirty days notice to the LendersBanks and Borrower. If the Administrative Agent resigns shall resign as Administrative Agent under this Agreement, the Required Lenders Requisite Banks shall appoint from among the Lenders Banks a successor administrative agent for the LendersBanks, the appointment of which successor administrative agent shall be subject to the consent of the approved by Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower and such approval shall not be unreasonably withheld or delayedwithheld). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders Banks and the Borrower, a successor administrative agent from among the LendersBanks. Upon the acceptance of its appointment as successor administrative agent hereunder, such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term "Administrative Agent" shall mean such successor administrative agent and the retiring Administrative Agent's appointment, powers and duties as Administrative Agent shall be terminatedterminated (except for any liabilities incurred prior to such termination). After any retiring Administrative Agent's resignation hereunder as Administrative Agent, the provisions of this Article IX 10, and Sections 10.03 11.3, 11.11 and 10.13 11.23, shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If (a) the Administrative Agent has not been paid its agency fees under Section 3.6 or has not been reimbursed for any expense reimbursable to it under Section 11.3, in either case for a period of at least one (1) year and (b) no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 thirty days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders Banks shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders Requisite Banks appoint a successor administrative agent as provided for above. Notwithstanding the foregoing, however, if, at any time, the Administrative Agent and the L/C Issuer shall be the same Person or Affiliates, such Administrative Agent may not be removed as Administrative Agent at the request of the Required Lenders unless such Administrative Agent shall also simultaneously be replaced and fully released as "L/C Issuer" hereunder pursuant to documentation in form and substance reasonably satisfactory to such Administrative Agent.10.9

Successor Administrative Agent. The Administrative Agent may, and at the request of the Required Lenders shall, may resign as Administrative Agent upon 30 days' notice to the LendersLenders with a copy of such notice to the Borrower. If the Administrative Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, the appointment of Lenders which successor administrative agent shall be subject consented to the consent of by the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term "Administrative AgentADMINISTRATIVE AGENT" shall mean such successor administrative agent and the retiring Administrative Agent's appointment, powers and duties as Administrative Agent shall be terminated. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, the provisions of this Article ARTICLE IX and Sections SECTIONS 10.03 and 10.13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Notwithstanding the foregoing, however, if, at any time, the Administrative Agent and the L/C Issuer shall be the same Person or Affiliates, such Administrative Agent may not be removed as Administrative Agent at the request of the Required Lenders unless such Administrative Agent shall also simultaneously be replaced and fully released as "L/C Issuer" hereunder pursuant to documentation in form and substance reasonably satisfactory to such Administrative Agent.

Successor Administrative Agent. The Administrative Agent may, and at the request of the Required Lenders shall, may resign as Administrative Agent upon 30 10 days' ’ notice to the LendersLenders and Cedar Fair LP. If the Administrative Agent resigns shall resign as Administrative Agent under this AgreementAgreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders Secured Parties a successor administrative agent for the Lenders, the appointment of which successor administrative agent shall be subject to the consent of the Borrower at all times other than during the existence of (unless an Event of Default under Section 9(a) or Section 9(f) with respect to any Borrower shall have occurred and be continuing) be subject to approval by Cedar Fair LP (which consent of the Borrower approval shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, whereupon such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent Agent, and the term "“Administrative Agent" ” shall mean such successor administrative agent effective upon such appointment and approval, and the retiring former Administrative Agent's appointment’s rights, powers and duties as Administrative Agent shall be terminated. After , without any retiring Administrative Agent's resignation hereunder as Administrative Agent, other or further act or deed on the provisions part of this Article IX and Sections 10.03 and 10.13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such former Administrative Agent under or any of the parties to this AgreementAgreement or any holders of the Loans. If no successor administrative agent has accepted appointment as Administrative Agent by the date which that is 30 10 days following a retiring Administrative Agent's ’s notice of resignation, the retiring Administrative Agent's ’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Notwithstanding the foregoing, however, ifAny Co-Syndication Agent may, at any time, by notice to the Lenders and the Administrative Agent, resign as Co-Syndication Agent hereunder, whereupon the duties, rights, obligations and responsibilities of the Co-Syndication Agent hereunder shall automatically be assumed by, and inure to the benefit of, the remaining Co-Syndication Agents or if there are no remaining Co-Syndication Agents, the Administrative Agent and the L/C Issuer shall be the same Person or Affiliates(or, such if there is no Administrative Agent may not be removed at such time, to the Lenders as contemplated by the preceding sentence), without any further act by such Co-Syndication Agent, the Administrative Agent or any Lender. After any retiring Administrative Agent’s (or Co-Syndication Agent’s) resignation as Administrative Agent at (or Co-Syndication Agent), the request provisions of the Required Lenders unless such this Section 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent shall also simultaneously be replaced (or Co-Syndication Agent) under this Agreement and fully released as "L/C Issuer" hereunder pursuant to documentation in form and substance reasonably satisfactory to such Administrative Agentthe other Loan Documents.

Successor Administrative Agent. The Administrative Agent may, and may resign at the request of the Required Lenders shall, resign as Administrative Agent upon 30 days' any time by giving written notice thereof to the LendersBanks and ACE. If the Administrative Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, the appointment of which successor administrative agent shall be subject to the consent of the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld Upon any such resignation or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation removal of the Administrative Agent, the Required Banks shall have the right to appoint a successor Administrative Agent, subject (so long as no Event of Default exists) to the consent of ACE (which consent shall not be unreasonably withheld). If no successor Administrative Agent may appointshall have been so appointed by the Required Banks, and shall have accepted such appointment, within 30 days after consulting with the Lenders and retiring Administrative Agent’s giving of notice of resignation or the BorrowerRequired Banks’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Banks, appoint a successor administrative agent from among Administrative Agent, which shall be a commercial bank organized under the Lenderslaws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successor administrative agent hereunder, Administrative Agent such successor administrative agent Administrative Agent shall succeed to and become vested with all the rights, powers powers, discretion, privileges and duties of the retiring Administrative Agent and the term "Administrative Agent" shall mean such successor administrative agent , and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Administrative Agent's appointment, powers and duties as ’s resignation or removal under this Section 7.05 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation or removal shall become effective, (ii) the retiring Administrative Agent shall thereupon be terminateddischarged from its duties and obligations under the Loan Documents and (iii) the Required Banks shall thereafter perform all duties of the retiring Administrative Agent under the Loan Documents until such time, if any, as the Required Banks appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative AgentAgent shall have become effective, the provisions of this Article IX and Sections 10.03 and 10.13 VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Notwithstanding the foregoing, however, if, at any time, the Administrative Agent and the L/C Issuer shall be the same Person or Affiliates, such Administrative Agent may not be removed as Administrative Agent at the request of the Required Lenders unless such Administrative Agent shall also simultaneously be replaced and fully released as "L/C Issuer" hereunder pursuant to documentation in form and substance reasonably satisfactory to such Administrative Agent.

Successor Administrative Agent. The Administrative Agent may, and at the request of the Required Lenders shall, may resign as Administrative Agent upon 30 10 days' ’ notice to the LendersLenders and the Borrower. If the Administrative Agent resigns shall resign as Administrative Agent under this AgreementAgreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, the appointment of which successor administrative agent shall be subject to the consent of the Borrower at all times other than during the existence of (unless an Event of Default under Section 7(a) or Section 7(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which consent of the Borrower approval shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, whereupon such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent Agent, and the term "“Administrative Agent" ” shall mean such successor administrative agent effective upon such appointment and approval, and the retiring former Administrative Agent's appointment’s rights, powers and duties as Administrative Agent shall be terminated. After , without any retiring Administrative Agent's resignation hereunder as Administrative Agent, other or further act or deed on the provisions part of this Article IX and Sections 10.03 and 10.13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such former Administrative Agent under or any of the parties to this AgreementAgreement or any holders of the Loans. If no successor administrative agent has accepted appointment as Administrative Agent by the date which that is 30 10 days following a retiring Administrative Agent's ’s notice of resignation, the retiring Administrative Agent's ’s resignation shall nevertheless thereupon become effective effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Notwithstanding the foregoing, however, ifThe Syndication Agent may, at any time, by notice to the Lenders and the Administrative Agent, resign as Syndication Agent hereunder, whereupon the duties, rights, obligations and responsibilities of the Syndication Agent hereunder shall automatically be assumed by, and inure to the benefit of, the Administrative Agent, without any further act by the Syndication Agent, the Administrative Agent or any Lender. After any retiring Agent’s resignation as Agent, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement and the L/C Issuer shall be the same Person or Affiliates, such Administrative Agent may not be removed as Administrative Agent at the request of the Required Lenders unless such Administrative Agent shall also simultaneously be replaced and fully released as "L/C Issuer" hereunder pursuant to documentation in form and substance reasonably satisfactory to such Administrative Agentother Loan Documents.

Successor Administrative Agent. The (a) Administrative Agent may, shall have the right to resign at any time by giving prior written notice thereof to Lenders and Borrower and Administrative Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to Borrower and Administrative Agent and signed by Requisite Lenders. Administrative Agent shall have the request of the Required Lenders shall, resign right to appoint a financial institution to act as Administrative Agent upon 30 days' notice to the Lenders. If the Administrative Agent resigns under this Agreementhereunder, the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, the appointment of which successor administrative agent shall be subject to the consent reasonable satisfaction of Borrower and the Requisite Lenders, and Administrative Agent’s resignation shall become effective on the earlier of (i) the acceptance of such successor Administrative Agent by Borrower at all times other than during and the existence Requisite Lenders or (ii) the thirtieth day after such notice of an Event resignation. Upon any such notice of Default (which consent of resignation or any such removal, if a successor Administrative Agent has not already been appointed by the Borrower shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the retiring Administrative Agent, Requisite Lenders shall have the right, upon five Business Days’ notice to Borrower, to appoint a successor Administrative Agent. If neither Requisite Lenders nor Administrative Agent may appoint, after consulting with the Lenders and the Borrower, have appointed a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunderAdministrative Agent, such successor administrative agent Requisite Lenders shall succeed be deemed to have succeeded to and become vested with all the rights, powers powers, privileges and duties of the retiring Administrative Agent. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent and the term "retiring or removed Administrative Agent" Agent shall mean promptly transfer to such successor administrative agent Administrative Agent all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, whereupon such retiring Administrative Agent's appointment, powers and duties as or removed Administrative Agent shall be terminateddischarged from its duties and obligations hereunder. After any retiring or removed Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX and Sections 10.03 and 10.13 Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Notwithstanding the foregoing, however, if, at any time, the Administrative Agent and the L/C Issuer shall be the same Person or Affiliates, such Administrative Agent may not be removed as Administrative Agent at the request of the Required Lenders unless such Administrative Agent shall also simultaneously be replaced and fully released as "L/C Issuer" hereunder pursuant to documentation in form and substance reasonably satisfactory to such Administrative Agenthereunder.

Successor Administrative Agent. The Administrative Agent may, and at the request of the Required Lenders shall, may resign as Administrative Agent upon 30 thirty (30) days' ’ notice to Lenders and Borrowers. Additionally, if the LendersPerson serving as Administrative Agent is a Defaulting Lender, commits gross negligence or willful misconduct in exercising its rights and obligations hereunder or under any of the other Loan Documents, or is no longer an Arranger hereunder, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to Borrowers and such Person, remove such Person as Administrative Agent. If the Administrative Agent resigns or is so removed by the Required Lenders under this Agreement, the Required Lenders shall shall, (i) within thirty (30) days after receipt of Administrative Agent’s notice of resignation or (ii) within five Business Days of the removal of Administrative Agent, as applicable, appoint from among the Lenders a successor administrative agent for the Lenders, the appointment of which successor administrative agent shall be subject consented to the consent of the Borrower by Borrowers at all times other than during the existence of an Event of a Default (which consent of the Borrower Borrowers shall not be unreasonably withheld or delayed). If no Upon the acceptance by the successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, the retiring Administrative Agent’s resignation or removal, as applicable, shall be effective, such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term "“Administrative Agent" ” shall mean such successor administrative agent agent, and the retiring Administrative Agent's ’s appointment, powers and duties as Administrative Agent shall be terminated. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is thirty (30) days following a retiring Administrative Agent’s notice of resignation, or on or before the removal day specified by Required Lenders in their removal notice to Administrative Agent and Borrowers, whichever applies, then the Lender other than the retiring Administrative Agent holding the largest Commitment shall automatically become the successor administrative agent; it being understood and agreed that the retiring Administrative Agent’s resignation or removal, as applicable, shall in all instances become effective upon such thirtieth (30th) day, or upon the removal day set forth in Required Lenders’ removal notice, whichever applies. After the effective date any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX VIII and other applicable Sections 10.03 and 10.13 of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Notwithstanding the foregoing, however, if, at any time, the Administrative Agent and the L/C Issuer shall be the same Person or Affiliates, such Administrative Agent may not be removed as Administrative Agent at the request of the Required Lenders unless such Administrative Agent shall also simultaneously be replaced and fully released as "L/C Issuer" hereunder pursuant to documentation in form and substance reasonably satisfactory to such Administrative Agent.

Successor Administrative Agent. The Administrative Agent may, and at the request of the Required Requisite Lenders shall, resign as Administrative Agent upon 30 days' ’ notice to the Lenders. If the Administrative Agent resigns under this Agreement, the Required Requisite Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, the appointment of Lenders which successor administrative agent shall be subject to the consent of the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayed)approved by Borrower. If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term "“Administrative Agent" ” shall mean such successor administrative agent and the retiring Administrative Agent's ’s appointment, powers and duties as Administrative Agent shall be terminated. After any retiring Administrative Agent's ’s resignation hereunder as Administrative Agent, the provisions of this Article IX Section 10 and Sections 10.03 11.03, 11.11 and 10.13 11.13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent's ’s notice of resignation, the retiring Administrative Agent's ’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Requisite Lenders appoint a successor agent as provided for above. Notwithstanding the foregoing, however, if, at any time, the Administrative Agent and the L/C Issuer shall be the same Person or Affiliates, such Administrative Agent Bank of America may not be removed as Administrative Agent at the request of the Required Requisite Lenders unless such Administrative Agent Bank of America shall also simultaneously be replaced and fully released as "L/C Issuer" “Issuing Lender” hereunder pursuant to documentation in form and substance reasonably satisfactory to such Administrative AgentBank of America.

Successor Administrative Agent. The Administrative Agent may, and at the request of the Required Lenders shall, may resign as Administrative Agent upon 30 days' ’ notice to the LendersLenders and the Borrower. If the Administrative Agent resigns shall resign as Administrative Agent under this AgreementAgreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, the appointment of which successor administrative agent shall be subject to the consent of the Borrower at all times other than during the existence of (unless an Event of Default under Section 9(a) or Section 9(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which consent of the Borrower approval shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, whereupon such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent Agent, and the term "“Administrative Agent" ” shall mean such successor administrative agent effective upon such appointment and approval, and the retiring former Administrative Agent's appointment’s rights, powers and duties as Administrative Agent shall be terminated. After , without any retiring Administrative Agent's resignation hereunder as Administrative Agent, other or further act or deed on the provisions part of this Article IX and Sections 10.03 and 10.13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such former Administrative Agent under or any of the parties to this AgreementAgreement or any holders of the Loans. If no successor administrative agent has accepted appointment as Administrative Agent by the date which that is 30 days following a retiring Administrative Agent's ’s notice of resignation, the retiring Administrative Agent's ’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Notwithstanding the foregoing, however, ifThe Syndication Agent may, at any time, by notice to the Lenders and the Administrative Agent, resign as Syndication Agent hereunder, whereupon the duties, rights, obligations and responsibilities of the Syndication Agent hereunder shall automatically be assumed by, and inure to the benefit of, the Administrative Agent, without any further act by the Syndication Agent, the Administrative Agent or any Lender. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the L/C Issuer shall be the same Person or Affiliates, such Administrative Agent may not be removed as Administrative Agent at the request of the Required Lenders unless such Administrative Agent shall also simultaneously be replaced and fully released as "L/C Issuer" hereunder pursuant to documentation in form and substance reasonably satisfactory to such Administrative Agentother Loan Documents.

Successor Administrative Agent. The Administrative Agent maymay resign at any time upon written notice to the Company and the Lenders. Upon any such notice of resignation, and at the request of the Required Lenders shall, resign as Administrative Agent upon 30 days' notice to with the Lenders. If the Administrative Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, the appointment of which successor administrative agent shall be subject to the prior written consent of the Borrower at all times other than during the existence of an Event of Default Company (which consent of the Borrower shall not be unreasonably withheld withheld), have the right to appoint a successor to the Administrative Agent (provided that the Company’s consent shall not be required in the event a Default or delayedEvent of Default shall have occurred and be continuing). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appointshall have been so appointed by the Required Lenders and shall have accepted such appointment within 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 after consulting with the Lenders and the BorrowerCompany, appoint a successor administrative agent from among Administrative Agent, which shall be a financial institution having a rating of not less than “A” or its equivalent by Standard & Poor’s Ratings Services or any of the Lenders. Upon the acceptance of its any appointment as Administrative Agent by a successor administrative agent hereunderAdministrative Agent, such successor administrative agent Administrative Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the retiring Administrative Agent and the term "Administrative Agent" shall mean such successor administrative agent , and the retiring Administrative Agent's appointment, powers and duties as Administrative Agent shall be terminateddischarged from its duties and obligations hereunder and under the other Credit Documents. After any retiring Administrative Agent's ’s resignation hereunder as Administrative Agent, the provisions of this Article IX and Sections 10.03 and 10.13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this AgreementAgent. If no successor administrative agent to the Administrative Agent has accepted appointment as Administrative Agent by the date which is 30 days thirtieth (30th) day following a retiring Administrative Agent's ’s notice of resignation, the retiring Administrative Agent's ’s resignation shall nevertheless thereupon become effective effective, and the Lenders shall thereafter perform all of the duties of the Administrative Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor agent Administrative Agent as provided for above. Notwithstanding the foregoing, however, if, at any time, the Administrative Agent and the L/C Issuer shall be the same Person or Affiliates, such Administrative Agent may not be removed as Administrative Agent at the request of the Required Lenders unless such Administrative Agent shall also simultaneously be replaced and fully released as "L/C Issuer" hereunder pursuant to documentation in form and substance reasonably satisfactory to such Administrative Agenthereinabove.

Successor Administrative Agent. The Administrative Agent maymay at any time give notice of its resignation to Lenders and Borrower. Upon receipt of any such notice of resignation, and at the request of the Required Lenders shall, resign as Administrative Agent upon 30 days' notice to the Lenders. If the Administrative Agent resigns under this Agreement, the Required Lead Lenders shall appoint from among have the Lenders a successor administrative agent for the Lendersright, the appointment of which successor administrative agent shall be subject to the consent of the in consultation with Borrower at all times other than during the existence of an (so long as no Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayedexists). If no , to appoint a successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its a successor’s appointment as successor administrative agent hereunderAdministrative Agent hereunder and notice of such acceptance to the retiring Administrative Agent, such successor administrative agent shall succeed to and become vested with all of the rights, powers powers, privileges and duties of the retiring Administrative Agent and the term "(or retired) Administrative Agent" , the retiring Administrative Agent’s resignation shall mean such successor administrative agent become immediately effective and the retiring Administrative Agent's appointmentAgent shall be discharged from all of its duties and obligations hereunder and under the other Financing Documents (if such resignation was not already effective and such duties and obligations not already discharged, powers as provided below in this paragraph). Until such time as the Lead Lenders appoint a successor Administrative Agent as provided for above in this Section 10.12, all payments, communications and duties as determinations required to be made by, to or through Administrative Agent shall instead be made by or to each Lender directly. The fees payable by Borrower to a successor Administrative Agent shall be terminatedthe same as those payable to its predecessor unless otherwise agreed between Borrower and such successor. After If no such successor shall have been so appointed by Lead Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of Lenders (but without any obligation) appoint a successor Administrative Agent. From and following the expiration of such thirty (30) day period, Administrative Agent shall have the exclusive right, upon one (1) Business Days’ notice to Borrower and Lenders, to make its resignation effective immediately. From and following the effectiveness of such notice, (i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Financing Documents and (ii) all payments, communications and determinations provided to be made by, to or through Administrative Agent shall instead be made by or to each Lender directly, until such time as Lead Lenders appoint a successor Administrative Agent as provided for above in this paragraph. The provisions of this Agreement shall continue in effect for the benefit of any retiring Administrative Agent's Agent and its sub-agents after the effectiveness of its resignation hereunder as Administrative Agent, and under the provisions other Financing Documents in respect of this Article IX and Sections 10.03 and 10.13 shall inure to its benefit as to any actions taken or omitted to be taken by it any of them while it was Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Notwithstanding the foregoing, however, if, at any time, the Administrative Agent and the L/C Issuer shall be the same Person was acting or Affiliates, such Administrative Agent may not be removed was continuing to act as Administrative Agent at the request of the Required Lenders unless such Agent. Any successor Administrative Agent shall also simultaneously be replaced and fully released as "L/C Issuer" hereunder pursuant provide the applicable documentation described in Section 2.13(f)(iii) to documentation in form and substance reasonably satisfactory the Borrower on or prior to such the date on which it becomes an Administrative AgentAgent hereunder.

Successor Administrative Agent. The Administrative Agent maymay resign at any time, effective upon the appointment and at the request acceptance of the Required Lenders shall, resign as a successor Administrative Agent upon 30 as provided below, by giving at least 60 days' written notice thereof to the LendersInitial Lender and the Borrower and may be removed at any time with cause by the Majority Xxxxxxx and the Borrower acting jointly. If Upon any such resignation or removal, the Borrower and the Majority Lenders acting jointly shall appoint a successor Administrative Agent resigns under this Agreement, (provided that the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, the appointment of which successor administrative agent shall be subject to the consent of the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall not be required after the occurrence, and during the continuance, of an Event of Default). The Majority Lenders agree they shall not unreasonably withheld withhold or delayed)delay its approval of the appointment of a successor Administrative Agent. If no successor administrative agent is Administrative Agent shall have been appointed prior and an instrument of acceptance by a successor Administrative Agent shall not have been delivered to the effective date Initial Lender and the Borrower within 30 days after the giving of such notice of resignation, the resigning Administrative Agent may petition any court of competent jurisdiction for the appointment of a successor Administrative Agent. If no such successor Administrative Agent shall have been so appointed, and shall have accepted such appointment, within 60 days after the retiring Administrative Agent's giving of notice of resignation or the removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Secured Parties, appoint a successor Administrative Agent which successor Administrative Agent shall be either (i) a commercial bank organized under the laws of the United States or of any state thereof and have a combined capital and surplus of at least $50,000,000 or (ii) an Affiliate of such a bank. No such resignation shall become effective until a replacement Administrative Agent shall have assumed the responsibilities and obligations of the Administrative Agent, the Administrative Agent may appoint, after consulting in accordance with the Lenders and the Borrower, a successor administrative agent from among the LendersSection 9.01. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successor administrative agent hereunderAdministrative Agent, such successor administrative agent Administrative Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the retiring Administrative Agent and the term "Administrative Agent" shall mean such successor administrative agent , and the retiring Administrative Agent's appointment, powers and duties as Administrative Agent shall be terminateddischarged from its duties and obligations under this Agreement. Any Fees then due and owing to the Administrative Agent and accrued through such date, including any expenses or indemnities it is entitled to pursuant to the provisions of this Agreement and any Fee Letter, shall be due and payable on such discharge date and shall be paid from amounts in the Collection Account in accordance with Section 2.05 and if such amounts are insufficient to pay such amounts then due and owing, shall be paid by the Borrower (or the Lenders ratably across all Term Loan Series then outstanding if the Borrower fails to so pay such amounts) within 10 Business Days of receipt of an invoice therefor. After any retiring Administrative Agent's resignation or removal hereunder as Administrative Agent, the provisions of this Article IX and Sections 10.03 and 10.13 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Notwithstanding the foregoing, however, if, at any time, the Administrative Agent and the L/C Issuer shall be the same Person or Affiliates, such Administrative Agent may not be removed as Administrative Agent at the request of the Required Lenders unless such Administrative Agent shall also simultaneously be replaced and fully released as "L/C Issuer" hereunder pursuant to documentation in form and substance reasonably satisfactory to such Administrative Agent.

Successor Administrative Agent. The Administrative Agent maymay resign at any time by giving thirty (30) days’ prior written notice to Lenders and Borrower. The Required Lenders, and at the request of the Required Lenders shallfor good cause, resign as may remove Administrative Agent upon 30 at any time by giving thirty (30) days' ’ prior written notice to Administrative Agent, Borrower and the other Lenders. If the Administrative Agent resigns under this AgreementUpon any such resignation or removal, the Required Lenders shall have the right to appoint from among the Lenders a successor administrative agent for the Lenders, the appointment of which successor administrative agent shall be subject to the consent of the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayed)Administrative Agent. If no successor administrative agent is Administrative Agent shall have been so appointed prior to by the effective date of Required Lenders and accepted such appointment within fifteen (15) days after the resignation of the retiring Administrative Agent’s giving notice of resignation or the Required Lenders’ giving notice of removal, as the case may be, then the retiring Administrative Agent may appointmay, after consulting with the Lenders Required Lenders, appoint, on behalf of Borrower and the BorrowerLenders, a successor administrative agent from among Administrative Agent. Each such successor Administrative Agent shall be a financial institution which meets the Lendersrequirements of an Eligible Assignee. Unless an Event of Default shall have occurred and be continuing, any successor Administrative Agent shall be reasonably acceptable to Borrower. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successor administrative agent hereunderAdministrative Agent, such successor administrative agent Administrative Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the retiring Administrative Agent and the term "Administrative Agent" shall mean such successor administrative agent , and the retiring Administrative Agent's appointment, powers Agent shall be discharged from its duties and duties obligations as Administrative Agent shall be terminatedhereunder and under the other Credit Documents but not as to any duties or obligations as a Lender hereunder and under the other Credit Documents, provided that Administrative Agent is still such a Lender. After any retiring Administrative Agent's ’s resignation hereunder as Administrative Agenthereunder, the provisions of this Article IX and Sections 10.03 and 10.13 11 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment acting as Administrative Agent by hereunder. Anything herein to the date which is 30 days following contrary notwithstanding, no resignation or removal of Administrative Agent shall be effective until the appointment of a retiring successor Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Notwithstanding the foregoing, however, if, at any time, the Administrative Agent and the L/C Issuer it being agreed that there shall be the same Person or Affiliates, such Administrative Agent may not be removed as a duly appointed and acting Administrative Agent at all times during the request of the Required Lenders unless such Administrative Agent shall also simultaneously be replaced and fully released as "L/C Issuer" hereunder pursuant to documentation in form and substance reasonably satisfactory to such Administrative AgentTerm.

Successor Administrative Agent. The Administrative Agent maymay resign at any time upon written notice to the Borrower and the Lenders. Upon any such notice of resignation, and at the request of the Required Lenders shall, resign as Administrative Agent upon 30 days' notice to with the Lenders. If the Administrative Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, the appointment of which successor administrative agent shall be subject to the prior written consent of the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld withheld), have the right to appoint a successor to the Administrative Agent (provided that the Borrower’s consent shall not be required in the event a Default or delayedEvent of Default shall have occurred and be continuing). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appointshall have been so appointed by the Required Lenders and shall have accepted such appointment within 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 after consulting with the Lenders and the Borrower, appoint a successor administrative agent from among Administrative Agent, which shall be a financial institution having a rating of not less than “A” or its equivalent by Standard & Poor’s Ratings Services or any of the Lenders. Upon the acceptance of its any appointment as Administrative Agent by a successor administrative agent hereunderAdministrative Agent, such successor administrative agent Administrative Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the retiring Administrative Agent and the term "Administrative Agent" shall mean such successor administrative agent , and the retiring Administrative Agent's appointment, powers and duties as Administrative Agent shall be terminateddischarged from its duties and obligations hereunder and under the other Credit Documents. After any retiring Administrative Agent's ’s resignation hereunder as Administrative Agent, the provisions of this Article IX and Sections 10.03 and 10.13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this AgreementAgent. If no successor administrative agent to the Administrative Agent has accepted appointment as Administrative Agent by the date which is 30 days thirtieth (30th) day following a retiring Administrative Agent's ’s notice of resignation, the retiring Administrative Agent's ’s resignation shall nevertheless thereupon become effective effective, and the Lenders shall thereafter perform all of the duties of the Administrative Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor agent Administrative Agent as provided for above. Notwithstanding the foregoing, however, if, at any time, the Administrative Agent and the L/C Issuer shall be the same Person or Affiliates, such Administrative Agent may not be removed as Administrative Agent at the request of the Required Lenders unless such Administrative Agent shall also simultaneously be replaced and fully released as "L/C Issuer" hereunder pursuant to documentation in form and substance reasonably satisfactory to such Administrative Agenthereinabove.

Successor Administrative Agent. The Administrative Agent may, and at the request of the Required Lenders shall, may resign as Administrative Agent upon 30 thirty (30) days' ’ notice to the Lenders. If the Administrative Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lendersshall, the appointment with (so long as no Default or Event of which successor administrative agent shall be subject to Default exists) the consent of the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld withheld, conditioned or delayed), appoint from among Lenders a successor agent for Lenders. If Notwithstanding the immediately foregoing sentence, if no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, such successor administrative agent shall succeed to and become vested with all the rights, powers and duties of the retiring Administrative Agent and the term "“Administrative Agent" ” shall mean such successor administrative agent agent, and the retiring Administrative Agent's ’s appointment, powers and duties as Administrative Agent shall be terminated. After any retiring Administrative Agent's ’s resignation hereunder as Administrative Agent, the provisions of this Article IX Section 13 and Sections 10.03 12.2 and 10.13 12.16 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 thirty (30) days following a retiring Administrative Agent's ’s notice of resignation, the retiring Administrative Agent's ’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Notwithstanding the foregoing, however, if, at any time, the Administrative Agent and the L/C Issuer The fees payable by Borrower to a successor agent in its capacity as such agent shall be the same Person or Affiliates, as those payable to its predecessor unless otherwise agreed in writing between Borrower and such Administrative Agent may not be removed as Administrative Agent at the request of the Required Lenders unless such Administrative Agent shall also simultaneously be replaced and fully released as "L/C Issuer" hereunder pursuant to documentation in form and substance reasonably satisfactory to such Administrative Agentsuccessor.

Successor Administrative Agent. The Administrative Agent may, and at the request of the Required Lenders shall, resign as Administrative Agent upon 30 days' ’ notice to the Lenders. If the Administrative Agent resigns under this Agreement, the Required Lenders shall, with (so long as no Event of Default exists) the consent of the Company (which shall not be unreasonably withheld or delayed), appoint from among the Lenders a successor administrative agent for the Lenders, the appointment of which successor administrative agent shall be subject to the consent of the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the BorrowerCompany, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term "“Administrative Agent" ” shall mean such successor administrative agent agent, and the retiring Administrative Agent's ’s appointment, powers and duties as Administrative Agent shall be terminated. After any retiring Administrative Agent's ’s resignation hereunder as Administrative Agent, the provisions of this Article IX Section 14 and Sections 10.03 15.6 and 10.13 15.14 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent's ’s notice of resignation, the retiring Administrative Agent's ’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor administrative agent as provided for above. Notwithstanding the foregoing, however, if, at any time, the Administrative Agent and the L/C Issuer shall be the same Person or Affiliates, such Administrative Agent Bank of America may not be removed as the Administrative Agent at the request of the Required Lenders unless such Administrative Agent Bank of America shall also simultaneously be replaced as an “Issuing Lender” and fully released as "L/C Issuer" the “Swing Line Lender” hereunder pursuant to documentation in form and substance reasonably satisfactory to such Administrative Agent.Bank of America. 110

Successor Administrative Agent. The Administrative Agent may resign at any time by giving not less than thirty (30) days’ prior written notice thereof to each of the Lenders, the LC Lenders and the Borrower. Upon any such resignation, the Requisite Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within thirty (30) days after the resigning Administrative Agent’s giving notice of resignation as set forth above, then the resigning Administrative Agent may, and at the request on behalf of the Required Lenders shall, resign as Administrative Agent upon 30 days' notice to the Lenders. If the Administrative Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, the appointment of appoint a successor Administrative Agent, which successor administrative agent shall be subject a Lender, if a Lender is willing to accept such appointment, or otherwise shall be a commercial bank or financial institution or a subsidiary of a commercial bank or financial institution which commercial bank or financial institution is organized under the consent laws of the Borrower United States of America or of any State thereof which has a long term debt rating from S&P of “A” or better and Xxxxx’x of “A3” or better and has a combined capital and surplus of at all times other than during the existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayed)least $300,000,000. If no successor administrative agent is Administrative Agent has been appointed prior pursuant to the foregoing, by the 30th day after the date such notice of resignation was given by the resigning Administrative Agent, such resignation shall become effective and the Requisite Lenders shall thereafter perform all the duties of the Administrative Agent hereunder until such time, if any, as the Requisite Lenders appoint a successor Administrative Agent as provided above. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning Administrative Agent. Upon the earlier of the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent or the effective date of the resignation of the resigning Administrative Agent’s resignation, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term "Administrative Agent" shall mean such successor administrative agent and the retiring Administrative Agent's appointment, powers and duties as resigning Administrative Agent shall be terminateddischarged from its duties and obligations under this Agreement and the other Transaction Documents, except that any indemnity rights or other rights in favor of such resigning Administrative Agent shall continue. After any retiring resigning Administrative Agent's ’s resignation hereunder as Administrative Agenthereunder, the provisions of this Article IX and Sections 10.03 and 10.13 XI shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective Agreement and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Notwithstanding the foregoing, however, if, at any time, the Administrative Agent and the L/C Issuer shall be the same Person or Affiliates, such Administrative Agent may not be removed as Administrative Agent at the request of the Required Lenders unless such Administrative Agent shall also simultaneously be replaced and fully released as "L/C Issuer" hereunder pursuant to documentation in form and substance reasonably satisfactory to such Administrative Agentother Transaction Documents.

Successor Administrative Agent. The Administrative Agent may, and at the request of the Required Lenders shall, may resign as Administrative Agent upon 30 days' notice to the LendersLenders and the Borrower. If the Administrative Agent resigns shall resign as Administrative Agent under this AgreementAgreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, the appointment of which successor administrative agent shall be subject to the consent of the Borrower at all times other than during the existence of (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which consent approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term "Administrative Agent" shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent's rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent's notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders and after consulting with the Lenders, appoint a successor Administrative Agent, which successor agent shall (unless an Event of Default under Section 8(a) or (f) shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term "Administrative Agent" shall mean such successor administrative agent and the retiring Administrative Agent's appointment, powers and duties as Administrative Agent shall be terminated. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, the provisions of this Article IX and Sections 10.03 and 10.13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which that is 30 45 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Notwithstanding the foregoing, however, if, at After any timeretiring Administrative Agent's resignation as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the L/C Issuer shall be the same Person or Affiliates, such Administrative Agent may not be removed as Administrative Agent at the request of the Required Lenders unless such Administrative Agent shall also simultaneously be replaced and fully released as "L/C Issuer" hereunder pursuant to documentation in form and substance reasonably satisfactory to such Administrative Agentother Loan Documents.

Successor Administrative Agent. The Administrative Agent may, and at the request of the Required Lenders shall, may resign as Administrative Agent upon 30 days' notice to the Lenders. If the Administrative Agent resigns under this Agreement, the Required Requisite Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, the appointment of Lenders which successor administrative agent shall must be subject consented to the consent of the by Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term "Administrative Agent" shall mean such successor administrative agent and the retiring Administrative Agent's appointment, powers and duties as Administrative Agent shall be terminated. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, the provisions of this Article IX SECTION 10 and Sections 10.03 SECTIONS 11.03 and 10.13 11.13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent (whether by failure to obtain Borrower consent or otherwise) by the date which is 30 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Requisite Lenders appoint a successor agent as provided for above. Notwithstanding the foregoing, however, if, at any time, the Administrative Agent and the L/C Issuer shall be the same Person or Affiliates, such Administrative Agent may not be removed if Bank of America resigns as Administrative Agent at the request of the Required Lenders unless such Administrative Agent shall also pursuant to this SECTION 10.09, it may elect, in its sole discretion, to simultaneously be replaced and fully released as "L/C IssuerIssuing Lender" and "Swing Line Lender" hereunder pursuant to documentation in form and substance reasonably satisfactory to such Administrative AgentBank of America.

Successor Administrative Agent. The Administrative Agent may, and at the request of the Required Lenders Requisite Banks shall, resign as Administrative Agent upon 30 days' notice to the LendersBanks. If the Administrative Agent resigns under this Agreement, the Required Lenders Requisite Banks shall appoint from among the Lenders Banks a successor administrative agent for the Lenders, the appointment of Banks which successor administrative agent shall be subject to the consent of the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayed)approved by Borrower. If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders Banks and the Borrower, a successor administrative agent from among the LendersBanks. Upon the acceptance of its appointment as successor administrative agent hereunder, such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term "Administrative Agent" shall mean such successor administrative agent and the retiring Administrative Agent's appointment, powers and duties as Administrative Agent shall be terminated. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, the provisions of this Article IX Section 9 and Sections 10.03 10.3 and 10.13 10.11 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders Banks shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders Requisite Banks appoint a successor agent as provided for above. Notwithstanding the foregoing, however, if, at any time, the Administrative Agent and the L/C Issuer shall be the same Person or Affiliates, such Administrative Agent BofA may not be removed as the Administrative Agent at the request of the Required Lenders Requisite Banks unless such Administrative Agent BofA shall also simultaneously be replaced and fully released as "L/C IssuerIssuing Bank" hereunder pursuant to documentation in form and substance reasonably satisfactory to such Administrative Agent.BofA.

Successor Administrative Agent. The Administrative Agent may, and at the request of the Required Lenders shall, may resign as Administrative Agent upon 30 10 days' notice to the LendersLenders and ACEP. If the Administrative Agent resigns shall resign as Administrative Agent under this AgreementAgreement and the other Loan Documents, then the Required Majority Lenders shall appoint from among the Lenders Syndication Agent, or if the Syndication Agent does not accept such appointment, such other Lender as a successor administrative agent for the Lenders, the appointment of which successor administrative agent shall be subject to (unless the consent of the Borrower at all times other than during the existence of Syndication Agent is appointed or an Event of Default shall have occurred and be continuing) be subject to approval by ACEP (which consent of the Borrower approval shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, whereupon such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent Agent, and the term "Administrative Agent" shall mean such successor administrative agent effective upon such appointment and approval, and the retiring former Administrative Agent's appointmentrights, powers and duties as Administrative Agent shall be terminated. After , without any retiring Administrative Agent's resignation hereunder as Administrative Agent, other or further act or deed on the provisions part of this Article IX and Sections 10.03 and 10.13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such former Administrative Agent under or any of the parties to this AgreementAgreement or any holders of the Loans. If no successor administrative agent has accepted appointment as Administrative Agent by the date which that is 30 10 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Majority Lenders appoint a successor agent as provided for above. Notwithstanding the foregoing, however, ifThe Syndication Agent may, at any time, by notice to the Lenders and the Administrative Agent, resign as Syndication Agent hereunder, whereupon the duties, rights, obligations and responsibilities of the Syndication Agent hereunder shall automatically be assumed by, and inure to the benefit of, the Administrative Agent, without any further act by the Syndication Agent, the Administrative Agent or any Lender. After any retiring Administrative Agent's resignation as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the L/C Issuer shall be the same Person or Affiliates, such Administrative Agent may not be removed as Administrative Agent at the request of the Required Lenders unless such Administrative Agent shall also simultaneously be replaced and fully released as "L/C Issuer" hereunder pursuant to documentation in form and substance reasonably satisfactory to such Administrative Agentother Loan Documents.

Successor Administrative Agent. The Administrative Agent may, and at the request of the Required Requisite Lenders shall, resign as Administrative Agent upon 30 days' ’ notice to the Lenders. If the Administrative Agent resigns under this Agreement, the Required Requisite Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, the appointment of Lenders which successor administrative agent shall be subject to the consent of the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayed)approved by Borrower. If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the BorrowerBorrower and upon approval of Borrower (other than at any time as there exists an Event of Default) which will not be unreasonably withheld, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term "“Administrative Agent" ” shall mean such successor administrative agent and the retiring Administrative Agent's ’s appointment, powers and duties as Administrative Agent shall be terminated. After any retiring Administrative Agent's ’s resignation hereunder as Administrative Agent, the provisions of this Article IX Section 9 and Sections 10.03 10.3 and 10.13 10.11 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent (whether due to absence of Borrower approval or otherwise) by the date which is 30 days following a retiring Administrative Agent's ’s notice of resignation, the retiring Administrative Agent's ’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Requisite Lenders appoint a successor agent as provided for above. Notwithstanding the foregoing, however, if, at any time, the Administrative Agent and the L/C Issuer shall be the same Person or Affiliates, such Administrative Agent KeyBank may not be removed as Administrative Agent at the request of the Required Requisite Lenders unless such Administrative Agent KeyBank shall also simultaneously be replaced and fully released as "L/C Issuer" “Issuing Lender” hereunder pursuant to documentation in form and substance reasonably satisfactory to such KeyBank. Any Administrative AgentAgent hereunder must hold a Commitment in an amount not less than the $5,000,000.

Successor Administrative Agent. The Administrative Agent may, and at the request of the Required Requisite Lenders shall, resign as Administrative Agent upon 30 thirty days' notice to the LendersLenders and Borrower. If the Administrative Agent resigns shall resign as Administrative Agent under this Agreement, the Required Requisite Lenders shall appoint from among the Lenders a successor administrative agent Administrative Agent for the Lenders, the appointment of which successor administrative agent Administrative Agent shall be subject to the consent of the approved by Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower and such approval shall not be unreasonably withheld or delayed). If no successor administrative agent Administrative Agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent Administrative Agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent Administrative Agent hereunder, such successor administrative agent Administrative Agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term "Administrative Agent" shall mean such successor administrative agent Administrative Agent and the retiring Administrative Agent's appointment, powers and duties as Administrative Agent shall be terminated. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, the provisions of this Article IX 10, and Sections 10.03 11.3, 11.11 and 10.13 11.22, shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If (a) the Administrative Agent has not been paid its agency fees under Section 3.6 or has not been reimbursed for any expense reimbursable to it under Section 11.3, in either case for a period of at least one year and (b) no successor administrative agent Administrative Agent has accepted appointment as Administrative Agent by the date which is 30 thirty days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Requisite Lenders appoint a successor agent Administrative Agent as provided for above. Notwithstanding the foregoing, however, if, at any time, the Administrative Agent and the L/C Issuer shall be the same Person or Affiliates, such Administrative Agent may not be removed as Administrative Agent at the request of the Required Lenders unless such Administrative Agent shall also simultaneously be replaced and fully released as "L/C Issuer" hereunder pursuant to documentation in form and substance reasonably satisfactory to such Administrative Agent.

Successor Administrative Agent. The Administrative Agent maymay resign hereunder at any time by giving written notice thereof to the Lenders and Borrower. Administrative Agent may be removed involuntarily only for a material breach of its duties and obligations hereunder or under the other Credit Facility Documents, or for gross negligence or willful misconduct in connection with the performance of its duties hereunder or under the other Credit Facility Documents and at then only upon the request affirmative vote of the Required Majority Lenders shall, resign as (excluding Administrative Agent upon 30 days' notice from such vote and Administrative Agent's Proportionate Share of the Total Commitment from the amounts used to determine the portion of the Total Commitment necessary to constitute the required Proportionate Shares of the remaining Lenders). If Upon any such resignation or removal, the Majority Lenders shall have the right to appoint the successor Administrative Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, the appointment of which successor administrative agent shall be subject to hereunder with the consent of the Borrower at all times other than during the existence of an Event of Default (Borrower, which consent of the Borrower shall not be unreasonably withheld or delayed); provided that Borrower's consent shall not be required if an Event of Default shall have occurred and be continuing at such time hereunder. If no successor administrative agent is Administrative Agent shall have been so appointed prior to by the effective date Majority Lenders and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of notice of resignation or the Lenders' removal of the resignation of the retiring Administrative Agent, the retiring Administrative Agent may appointmay, after consulting on behalf of the Lenders with the Lenders consent of Borrower (such consent not to be unreasonably withheld or delayed) appoint the successor Administrative Agent hereunder which shall be a Lender, if any Lender shall be willing to serve, and the Borrower, otherwise shall be a successor administrative agent from among the Lenderscommercial bank having a combined capital and surplus of at least $500,000,000. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successor administrative agent hereunderAdministrative Agent, such successor administrative agent Administrative Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the retiring Administrative Agent and the term "Administrative Agent" shall mean such successor administrative agent , and the retiring Administrative Agent's appointment, powers Agent shall be discharged from its duties and duties obligations as Administrative Agent shall be terminatedonly under the Credit Facility Documents. After any retiring Administrative Agent's resignation or removal hereunder as Administrative Agent, the provisions of this Article IX and Sections 10.03 and 10.13 VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Notwithstanding the foregoing, however, if, at any time, the Administrative Agent and the L/C Issuer shall be the same Person or Affiliates, such Administrative Agent may not be removed as Administrative Agent at the request of the Required Lenders unless such Administrative Agent shall also simultaneously be replaced and fully released as "L/C Issuer" hereunder pursuant to documentation in form and substance reasonably satisfactory to such Administrative AgentCredit Facility Documents.

Successor Administrative Agent. The Administrative Agent may, and may resign at the request of the Required Lenders shall, resign as Administrative Agent upon 30 any time by giving thirty (30) days' prior written notice to the Lenders and Borrower. The Required Lenders, for good cause, may remove Administrative Agent at any time by giving thirty (30) days' prior written notice to the Administrative Agent, the Borrower and the other Lenders. If the Administrative Agent resigns under this AgreementUpon any such resignation or removal, the Required Lenders shall appoint from among the Lenders a successor administrative agent for the LendersAdministrative Agent, the appointment of which successor administrative agent shall be subject Administrative Agent shall, if such appointment is prior to the consent of the Borrower at all times other than during the existence occurrence of an Event of Default (which consent is continuing, be subject to the approval of the Borrower Borrower, which approval shall not be unreasonably withheld or delayed). If no successor administrative agent is Administrative Agent shall have been so appointed prior to by the effective date of Required Lenders and accepted such appointment within thirty (30) days after the resignation of the retiring Administrative Agent's giving notice of resignation or the Required Lenders' giving notice of removal, as the case may be, then the retiring Administrative Agent may appoint, after consulting with on behalf of the Lenders Borrower and the BorrowerLenders, a successor administrative agent from among Administrative Agent. If in such instance the Lendersretiring Administrative Agent appoints as the successor Administrative Agent a Lender, such Lender shall accept such appointment. Each such successor Administrative Agent shall be a Lender or a financial institution which meets the requirements of an Eligible Assignee. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successor administrative agent hereunderAdministrative Agent, such successor administrative agent Administrative Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the retiring Administrative Agent and the term "Administrative Agent" shall mean such successor administrative agent , and the retiring Administrative Agent's appointment, powers and duties as Administrative Agent shall be terminateddischarged from its duties and obligations hereunder and under the other Loan Documents. After any retiring Administrative Agent's resignation hereunder as Administrative Agenthereunder, the provisions of this Article IX and Sections 10.03 and 10.13 13 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment acting as Administrative Agent by the date which is 30 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Notwithstanding the foregoing, however, if, at any time, the Administrative Agent and the L/C Issuer shall be the same Person or Affiliates, such Administrative Agent may not be removed as Administrative Agent at the request of the Required Lenders unless such Administrative Agent shall also simultaneously be replaced and fully released as "L/C Issuer" hereunder pursuant to documentation in form and substance reasonably satisfactory to such Administrative Agenthereunder.

Successor Administrative Agent. The Administrative Agent may, and ------------------------------ at the request of the Required Lenders shall, resign as Administrative Agent upon 30 days' notice to the Lenders. If the Administrative Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, the appointment of Lenders which successor administrative agent shall be subject to approved by the consent of the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayed)Borrower. If no successor administrative agent is appointed prior to the effective date Amendment Effective Date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term "Administrative Agent" shall mean such successor administrative agent and the retiring Administrative Agent's appointment, powers and duties as Administrative Agent shall be terminated. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, the provisions of this Article IX and ----------- Sections 10.03 10.4 and 10.13 10.5 shall inure to its benefit as to any actions taken or -------------- ---- omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Notwithstanding the foregoing, however, if, at any time, the Administrative Agent and the L/C Issuer shall be the same Person or Affiliates, such Administrative Agent BofA may not be removed as the Administrative Agent at the request of the Required Lenders unless such Administrative Agent BofA shall also simultaneously be replaced and fully released as "L/C IssuerLC Administrator" hereunder pursuant to documentation in form and substance reasonably satisfactory to such Administrative Agent.BofA.

Successor Administrative Agent. The Administrative Agent may, and may at the request any time give notice of the Required Lenders shall, resign as Administrative Agent upon 30 days' notice its resignation to the LendersBanks and the Borrower. If the Administrative Agent resigns under this AgreementUpon receipt of any such notice of resignation, the Required Lenders Majority Banks shall have the right, in consultation with the Borrower, to appoint from among the Lenders a successor administrative agent for the Lenders, the appointment of which successor administrative agent shall be subject to the consent of the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayed)successor. If no such successor administrative agent is shall have been so appointed prior by the Majority Banks and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation (such 30-day period, the “Bank Appointment Period”), then the retiring Administrative Agent may on behalf of the Banks appoint a successor Administrative Agent which shall be a financial institution with an office in New York, New York, or an Affiliate of any such financial institution. In addition and without any obligation on the part of the retiring Administrative Agent to appoint, on behalf of the Banks, a successor Administrative Agent, the retiring Administrative Agent may at any time upon or after the end of the Bank Appointment Period notify the Borrower and the Banks that no qualifying Person has accepted appointment as successor Administrative Agent and the effective date of the resignation of the retiring Administrative Agent’s resignation, which effective date shall be no earlier than three Domestic Business Days after the date of such notice. Upon the resignation effective date established in such notice and regardless of whether a successor Administrative Agent has been appointed and accepted such appointment, the retiring Administrative Agent’s resignation shall nonetheless become effective and (i) the retiring Administrative Agent may appointshall be discharged from its duties and obligations as Administrative Agent hereunder and under the other Loan Documents and (ii) all payments, after consulting with communications and determinations provided to be made by, to or through the Lenders and retiring Administrative Agent shall instead be made by or to each Bank directly, until such time as the Borrower, Majority Banks appoint a successor administrative agent from among the LendersAdministrative Agent as provided for above in this Section. Upon the acceptance of its a successor’s appointment as successor administrative agent Administrative Agent hereunder, such successor administrative agent shall succeed to and become vested with all of the rights, powers and duties of the retiring Administrative Agent and the term "Administrative Agent" shall mean such successor administrative agent and the retiring Administrative Agent's appointmentremedies, powers powers, privileges and duties as Administrative Agent of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be terminateddischarged from all of its duties and obligations as Administrative Agent hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After any the retiring Administrative Agent's ’s resignation hereunder as Administrative Agentand under the other Loan Documents, the provisions of this Article IX 7 and Sections 10.03 Section 10.04 shall continue in effect for the benefit of the retiring Administrative Agent, its sub-agents and 10.13 shall inure to its benefit as to their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, was acting as the Required Lenders appoint a successor agent as provided for above. Notwithstanding the foregoing, however, if, at any time, the Administrative Agent and the L/C Issuer shall be the same Person or Affiliates, such Administrative Agent may not be removed as Administrative Agent at the request of the Required Lenders unless such Administrative Agent shall also simultaneously be replaced and fully released as "L/C Issuer" hereunder pursuant to documentation in form and substance reasonably satisfactory to such Administrative Agent.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving 30 days’ prior written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Requisite Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Requisite Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving 141 Credit Agreement AMC Entertainment Inc. of notice of resignation (such 30-day period, the “Lender Appointment Period”), then the retiring Administrative Agent may, and at the request on behalf of the Required Lenders shallLenders, resign as appoint a successor Administrative Agent upon 30 days' notice to Agent, selected from among the Lenders. If the Administrative Agent resigns under this AgreementIn either case, the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, the such appointment of which successor administrative agent shall be subject to the consent prior written approval of the Borrower at all times other than (which approval may not be unreasonably withheld and shall not be required upon the occurrence and during the existence continuance of an Event of Default (which consent Default). In addition and without any obligation on the part of the retiring Administrative Agent to appoint, on behalf of the Lenders and the Issuers, a successor Administrative Agent, the retiring Administrative Agent may at any time upon or after the end of the Lender Appointment Period notify the Borrower shall not be unreasonably withheld or delayed). If and the Lenders and the Issuers that no qualifying Person has accepted appointment as successor administrative agent is appointed prior to Administrative Agent and the effective date of such retiring Administrative Agent’s resignation (which effective date shall be no earlier than three Business Days after the date of such notice). Upon the resignation effective date established in such notice and regardless of whether a successor Administrative Agent has been appointed and accepted such appointment and the Borrower has approved such successor Administrative Agent, the retiring Administrative Agent’s resignation shall nonetheless become effective and (i) the retiring Administrative Agent may appointshall be discharged from its duties and obligations as Administrative Agent hereunder and under the other Loan Documents and (ii) all payments, after consulting with communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each Issuer directly, until such time as the Requisite Lenders and the Borrower, appoint a successor administrative agent from among the LendersAdministrative Agent as provided for above in this paragraph. Upon the acceptance of its any appointment as Administrative Agent by a successor administrative agent hereunderAdministrative Agent, such successor administrative agent Administrative Agent shall succeed to to, and become vested with, all the rights, powers powers, privileges and duties of the retiring Administrative Agent and the term "Administrative Agent" shall mean such successor administrative agent , and the retiring Administrative Agent's appointment, powers and duties as Administrative Agent shall be terminateddischarged from its duties and obligations under this Agreement and the other Loan Documents. After Prior to any retiring Administrative Agent's ’s resignation hereunder as Administrative Agent, the provisions retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents. After such resignation, the retiring Administrative Agent shall continue to have the benefit of this Article IX and Sections 10.03 and 10.13 shall inure to its benefit X as to any actions taken or omitted to be taken by it while it was Administrative Agent under this AgreementAgreement and the other Loan Documents. If no successor administrative agent has accepted Any resignation pursuant to this Section 10.7 (Successor Administrative Agent) by a Person acting as Administrative Agent shall, unless such Person shall notify the Borrower and the Lenders and the Issuers otherwise, also act to relieve such Person and its Affiliates of any obligation to advance or issue new, or extend existing, Swing Loans or Letters of Credit where such advance, issuance or extension is to occur on or after the effective date of such resignation. Upon the acceptance of a successor’s appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent's notice of resignationhereunder, the retiring Administrative Agent's resignation (i) such successor shall nevertheless thereupon succeed to and become effective and the Lenders shall perform vested with all of the rights, powers, privileges and duties of the Administrative Agent retiring Issuer and Swing Lender, (ii) the retiring Issuer and Swing Lender shall be discharged from all of their respective duties and obligations hereunder until or under the other Loan Documents, (iii) the successor Swing Lender shall enter into an Assignment and Acceptance and acquire from the retiring Swing Lender each outstanding Swing Loan of such timeretiring Swing Lender for a purchase price equal to par plus accrued interest and (iv) the successor Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, as outstanding at the Required Lenders appoint a successor agent as provided for abovetime of such succession or make other arrangement satisfactory to the retiring Issuer to effectively assume the obligations of the retiring Issuer with respect to such Letters of Credit. Notwithstanding Credit Agreement AMC Entertainment Inc. In addition to the foregoing, howeverif a Revolving Credit Lender becomes, ifand during the period it remains, at a Defaulting Lender, any timeIssuer and/or any Swing Lender may, upon prior written notice to the Borrower and the Administrative Agent and Agent, resign as Issuer or Swing Lender, respectively, effective at the L/C Issuer shall be the same Person or Affiliates, close of business New York time on a date specified in such Administrative Agent notice (which date may not be removed as Administrative Agent at less than 30 days after the request date of such notice); provided, that such resignation by any such Issuer will have no effect on the validity or enforceability of any Letter of Credit then outstanding or on the obligations of the Required Lenders unless Borrower or any Lender under this Agreement with respect to any such Administrative Agent shall also simultaneously be replaced and fully released as "L/C Issuer" hereunder pursuant to documentation in form and substance reasonably satisfactory outstanding Letter of Credit or otherwise to such Administrative AgentIssuer; and provided further, that such resignation by any such Swing Lender will have no effect on its rights in respect of any outstanding Swing Loans or on the obligations of the Borrower or any Lender under this Agreement with respect to any such outstanding Swing Loan.

Successor Administrative Agent. The Administrative Agent may, and at the request of the Required Lenders shall, may resign as Administrative Agent upon 30 thirty (30) days' notice to the Lenders. If the Administrative Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, the appointment of which successor administrative agent shall be subject consented to the consent of the by Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and with the Borrowerconsent of Borrower at all times other than during the existence of an Event of Default (which consent of Borrower shall not be unreasonably withheld or delayed), a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, the Person acting as such successor administrative agent shall succeed to all the rights, powers powers, and duties of the retiring Administrative Agent Agent, and the term "Administrative Agent" shall mean such successor administrative agent agent, and the retiring Administrative Agent's appointment, powers powers, and duties as Administrative Agent shall be terminatedterminated without any further act or deed on the part of any other Lender. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, the provisions of this Article IX SECTION 12 and Sections 10.03 and 10.13 SECTION 11.10 shall inure to its benefit as to any actions taken or omitted to be LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT 56 taken by it while it was Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 thirty (30) days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Notwithstanding the foregoing, however, if, at any time, the Administrative Agent and the L/C Issuer shall be the same Person or Affiliates, such Administrative Agent may not be removed as Administrative Agent at the request of the Required Lenders unless such Administrative Agent shall also simultaneously be replaced and fully released as "L/C Issuer" hereunder pursuant to documentation in form and substance reasonably satisfactory to such Administrative Agent.

Successor Administrative Agent. (a) The Administrative Agent may, and may resign at the request of the Required Lenders shall, resign as Administrative Agent upon any time by giving 30 days' ’ prior written notice thereof to the Lenders. If the Administrative Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, the appointment of which successor administrative agent shall be subject to the consent of the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, whether or not a successor administrative agent from among Administrative Agent has been appointed. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Borrower Parties (so long as no Event of Default is continuing), to appoint a successor 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’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a bank with an office in New York, New York or an Affiliate of any such bank that, in either case, is regularly engaged in the business of making or owning commercial loans similar to the Loans or holding interests therein, and is regularly engaged in the performance of administrative agency functions in respect of such loans. In any case, notwithstanding anything stated herein to the contrary, any such appointment of a Successor Administrative Agent shall be subject to the prior written approval of the Borrower (which approval may not be unreasonably withheld and shall not be required while an Event of Default has occurred and is continuing). Upon the acceptance of its any appointment as Administrative Agent by a successor administrative agent hereunderAdministrative Agent, such successor administrative agent Administrative Agent shall succeed to to, and become vested with, all the rights, powers powers, privileges and duties of the retiring Administrative Agent. Upon the acceptance of appointment as Administrative Agent and the term "by a successor Administrative Agent" shall mean such successor administrative agent and , the retiring Administrative Agent's appointment, powers and duties as Administrative Agent shall be terminateddischarged from its duties and obligations under this Agreement (except for any liability to any Borrower Party first arising prior to such acceptance) and the other Loan Documents. After Prior to any retiring Administrative Agent's ’s resignation hereunder as Administrative Agent, the provisions of this Article IX and Sections 10.03 and 10.13 retiring Administrative Agent shall inure take such action as may be reasonably necessary to assign to the successor Administrative Agent its benefit rights as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreementthe Loan Documents. If no The fees payable by Borrower to a successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Notwithstanding the foregoing, however, if, at any time, the Administrative Agent and the L/C Issuer shall be the same Person or Affiliates, as those payable to its predecessor unless otherwise agreed between Borrower and such Administrative Agent may not be removed as Administrative Agent at the request of the Required Lenders unless such Administrative Agent shall also simultaneously be replaced and fully released as "L/C Issuer" hereunder pursuant to documentation in form and substance reasonably satisfactory to such Administrative Agentsuccessor.

Successor Administrative Agent. The Administrative Agent may, and may resign at the request of the Required Lenders shall, resign as Administrative Agent upon 30 days' any time by giving written notice thereof to the LendersLenders and the Parent. If the Administrative Agent resigns under this AgreementUpon any such resignation or removal, the Required Lenders shall have the right to appoint from among the Lenders a successor administrative agent for the LendersAdministrative Agent, the appointment subject (so long as no Event of which successor administrative agent shall be subject Default exists) to the consent of the Borrower at all times other than during the existence of an Event of Default Parent (which consent of the Borrower shall not be unreasonably withheld or delayedwithheld). If no successor administrative agent is Administrative Agent shall have been so appointed prior to by the effective date Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation or the Required Lenders’ removal of the resignation of the retiring Administrative Agent, then the retiring Administrative Agent may appointmay, after consulting with on behalf of the Lenders and the BorrowerLenders, appoint a successor administrative agent from among Administrative Agent, which shall be a commercial bank organized under the Lenderslaws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successor administrative agent hereunderAdministrative Agent, such successor administrative agent Administrative Agent shall succeed to and become vested with all the rights, powers powers, discretion, privileges and duties of the retiring Administrative Agent and the term "Administrative Agent" shall mean such successor administrative agent , and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. If within 30 days after written notice is given of the retiring Administrative Agent's appointment’s resignation or removal under this Section 8.06, powers and duties as no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 30th day (a) the retiring Administrative Agent’s resignation or removal shall become effective, (b) the retiring Administrative Agent shall thereupon be terminateddischarged from its duties and obligations under the Loan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative AgentAgent shall have become effective, the provisions of this Article IX and Sections 10.03 and 10.13 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Notwithstanding the foregoing, however, if, at any time, the Administrative Agent and the L/C Issuer shall be the same Person or Affiliates, such Administrative Agent may not be removed as Administrative Agent at the request of the Required Lenders unless such Administrative Agent shall also simultaneously be replaced and fully released as "L/C Issuer" hereunder pursuant to documentation in form and substance reasonably satisfactory to such Administrative Agent.

Successor Administrative Agent. The Administrative Agent may, and at the request of the Required Lenders shall, may resign as Administrative Agent upon 30 days' ’ notice to the LendersLenders and the Borrower. If the Administrative Agent resigns shall resign as Administrative Agent under this AgreementAgreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, the appointment of which successor administrative agent shall be subject to the consent of the Borrower at all times other than during the existence of (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which consent of the Borrower approval shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, whereupon such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent Agent, and the term "“Administrative Agent" ” shall mean such successor administrative agent effective upon such appointment and approval, and the retiring former Administrative Agent's appointment’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders and Borrower, as applicable, appoint a successor agent as provided for above. After any retiring Administrative Agent's ’s resignation hereunder as Administrative Agent, the provisions of this Article IX and Sections 10.03 and 10.13 Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective Agreement and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for aboveother Loan Documents. Notwithstanding the foregoing, however, if, at any time, the Administrative Agent and the L/C Issuer shall be the same Person or Affiliates, such Administrative Agent may not be removed as Administrative Agent at the request of the Required Lenders unless such retiring Administrative Agent shall also simultaneously continue to hold the Collateral created by the Loan Documents for the benefit of the Lenders until the successor Administrative Agent has been effectively appointed pursuant to this paragraph. Notwithstanding anything to the contrary contained herein, if at any time JPMorgan Chase Bank, N.A., resigns as Administrative Agent, JPMorgan Chase Bank, N.A., may, upon 90 days’ notice to the Borrower resign as an Issuing Lender. In the event of any such resignation as Issuing Lender, the Borrower shall be replaced and fully released as "entitled to appoint from among the Lenders a successor Issuing Lender for Institutional L/C Issuer" Cs hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of JPMorgan Chase Bank, N.A., as Issuing Lender. If JPMorgan Chase Bank, N.A., resigns as an Issuing Lender, it shall retain all the rights and obligations of an Issuing Lender hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as Issuing Lender and all Reimbursement Obligations with respect thereto (including the right to require the Lenders to fund risk participations in respect of any Letter of Credit pursuant to documentation in form and substance reasonably satisfactory to such Administrative AgentSection 3.4).

Successor Administrative Agent. The Administrative Agent maymxx resign at any time by delivering notice of such resignation to the Lenders and Borrower, and at effective on the request date set forth in such notice or, if no such date is set forth therein, upon the date such notice shall be effective, in accordance with the terms of the Required Lenders shall, resign as this Section 7 of this Exhibit B. If Administrative Agent upon 30 days' notice to the Lenders. If the Administrative Agent resigns under this Agreementdelivers any such notice, the Required Lenders shall have the right to appoint from among the Lenders a successor administrative agent for Administrative Agent. If, after 30 days after the date of the retiring Administrative Agent’s notice of resignation, no successor Administrative Agent has been appointed by the Required Lxxxxxx that has accepted such appointment, then the retiring Administrative Agent may, on behalf of the Lenders, the appointment of which appoint a successor administrative agent shall be subject to the consent of the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon Effective immediately upon its resignation, (a) the acceptance retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents, (b) the Lenders shall assume and perform all of its the duties of Administrative Agent until a successor Administrative Agent shall have accepted a valid appointment as successor administrative agent hereunder, such successor administrative agent shall succeed to all the rights, powers and duties of (c) the retiring Administrative Agent and its Related Persons shall no longer have the term "Administrative Agent" shall mean such successor administrative agent and the retiring Administrative Agent's appointment, powers and duties as Administrative Agent shall be terminated. After benefit of any retiring Administrative Agent's resignation hereunder as Administrative Agent, the provisions provision of this Article IX and Sections 10.03 and 10.13 shall inure to its benefit as any Loan Document other than with respect to any actions taken or omitted to be taken by it while it was such retiring Administrative Agent was, or because such Administrative Agent had been, validly acting as Administrative Agent under the Loan Documents, and (d) subject to its rights under Section 2(b) of this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent's notice of resignationExhibit B, the retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents. Effective immediately upon its acceptance of a valid appointment as Administrative Agent's resignation , a successor Administrative Agent shall nevertheless thereupon succeed to, and become effective vested with, all the rights, powers, privileges and the Lenders shall perform all of the duties of the retiring Administrative Agent hereunder until such time, if any, as under the Required Lenders appoint a Loan Documents. Bxxxxxxx agrees to negotiate in good faith with any successor agent as provided for above. Notwithstanding the foregoing, however, if, at any time, the Administrative Agent and the L/C Issuer shall with respect to any administrative fees to be the same Person or Affiliates, such Administrative Agent may not be removed as Administrative Agent at the request of the Required Lenders unless such Administrative Agent shall also simultaneously be replaced and fully released as "L/C Issuer" hereunder pursuant to documentation in form and substance reasonably satisfactory paid to such successor Administrative Agent.

Successor Administrative Agent. The Administrative Agent may, and at the request of the Required Lenders shall, may resign as Administrative Agent upon 30 days' ’ notice to the Lenders. If the Administrative Agent resigns shall resign as Administrative Agent under this AgreementAgreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor administrative agent Administrative Agent for the Lenders, the appointment of which successor administrative agent Administrative Agent shall be subject to approved by the consent of the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayed). If no Borrowers, whereupon such successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent Agent, and the term "“Administrative Agent" ” shall mean such successor administrative agent Administrative Agent effective upon such appointment and approval, and the retiring former Administrative Agent's appointment’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans or other Obligations. After any retiring Administrative Agent's ’s resignation hereunder as Administrative Agent, the provisions of this Article IX and Sections 10.03 and 10.13 Section 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this AgreementAgreement and the other Loan Documents. If no successor administrative agent Administrative Agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent's ’s notice of resignation, the retiring Administrative Agent's ’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the such Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Notwithstanding the foregoing, however, ifThe Collateral Agent may, at any time, by notice to the Lenders and the Administrative Agent, resign as Collateral Agent hereunder, whereupon the duties, rights, obligations and responsibilities of the Collateral Agent hereunder shall automatically be assumed by, and inure to the benefit of, the Administrative Agent, without any further act by the Collateral Agent, the Administrative Agent or any Lender. After any retiring Collateral Agent’s resignation as Collateral Agent, the provisions of this Section 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Agreement and the L/C Issuer shall be the same Person or Affiliates, such Administrative Agent may not be removed as Administrative Agent at the request of the Required Lenders unless such Administrative Agent shall also simultaneously be replaced and fully released as "L/C Issuer" hereunder pursuant to documentation in form and substance reasonably satisfactory to such Administrative Agentother Loan Documents.

Successor Administrative Agent. The Administrative Agent may, and at the request of the Required Lenders shall, may resign as Administrative Agent upon 30 20 days' notice to the LendersLenders and the Borrower. If the Administrative Agent resigns shall resign as Administrative Agent under this AgreementAgreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, the appointment of which successor administrative agent shall be subject to the consent of the Borrower at all times other than during the existence of (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which consent of the Borrower approval shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, whereupon such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent Agent, and the term "Administrative Agent" shall mean such successor administrative agent effective upon such appointment and approval, and the retiring former Administrative Agent's appointmentrights, powers and duties as Administrative Agent shall be terminated. After , without any retiring Administrative Agent's resignation hereunder as Administrative Agent, other or further act or deed on the provisions part of this Article IX and Sections 10.03 and 10.13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such former Administrative Agent under or any of the parties to this AgreementAgreement or any holders of the Loans. If no successor administrative agent has accepted appointment as Administrative Agent by the date which that is 30 20 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Notwithstanding The Syndication Agent and the foregoing, however, ifDocumentation Agent may, at any time, by notice to the Lenders and the Administrative Agent, resign as Syndication Agent or Documentation Agent, as applicable, hereunder, whereupon the duties, rights, obligations and responsibilities of the Syndication Agent or Documentation Agent, as applicable, hereunder shall automatically be assumed by, and inure to the benefit of, the Administrative Agent, without any further act by the Syndication Agent or Documentation Agent, as applicable, the Administrative Agent or any Lender. After any retiring Agent's resignation as Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement and the L/C Issuer shall be the same Person or Affiliates, such Administrative Agent may not be removed as Administrative Agent at the request of the Required Lenders unless such Administrative Agent shall also simultaneously be replaced and fully released as "L/C Issuer" hereunder pursuant to documentation in form and substance reasonably satisfactory to such Administrative Agentother Loan Documents.

Successor Administrative Agent. The Administrative Agent may, and at the request of the Required Lenders shall, may resign as Administrative Agent upon 30 days' ’ notice to the Lenders; provided that any such resignation by Bank of America shall also constitute its resignation as Administrative Agent under the Receivables Purchase Agreement. If the Administrative Agent resigns shall resign as Administrative Agent under this Agreement, the Required Requisite Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, the appointment of Lenders which successor administrative agent shall be subject consented to the consent of by the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, the Person acting as such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent Agent, and the term "“Administrative Agent" ” shall mean such successor administrative agent and the retiring Administrative Agent's ’s appointment, powers and duties as Administrative Agent shall be terminated. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After any retiring Administrative Agent's ’s resignation hereunder as Administrative Agent, the provisions of this Article IX Section 9 and Sections 10.03 10.04 and 10.13 10.05 shall inure to its the benefit of the Administrative Agent, the Administrative Agent-Related Persons and their sub-agents as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent's ’s notice of resignation, the retiring Administrative Agent's ’s resignation shall nevertheless thereupon become effective and the Mattel Asia Pacific Sourcing Limited Credit Agreement Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Requisite Lenders appoint a successor agent as provided for above. Notwithstanding the foregoing, however, if, at any time, the Administrative Agent and the L/C Issuer shall be the same Person or Affiliates, such Administrative Agent may not be removed as Administrative Agent at the request of the Required Lenders unless such Administrative Agent shall also simultaneously be replaced and fully released as "L/C Issuer" hereunder pursuant to documentation in form and substance reasonably satisfactory to such Administrative Agent.

Successor Administrative Agent. The Administrative Agent may, and may resign at the request of the Required Lenders shall, resign as Administrative Agent upon 30 days' any time by giving written notice thereof to the LendersBanks and Pulte. If the Administrative Agent resigns under this AgreementUpon any such resignation, the Required Lenders Banks shall appoint from among have the Lenders a successor administrative agent for right to appoint, with the Lenders, the appointment prior written approval of which successor administrative agent shall be subject to the consent of the Borrower at all times other than during the existence of an Event of Default Pulte (which consent of the Borrower approval shall not be unreasonably withheld or delayed)) so long as there then exists no Event of Default, a successor Administrative Agent. If no successor administrative agent is Administrative Agent shall have been so appointed prior to by the effective date Required Banks, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the resignation of the Banks, appoint a successor Administrative Agent, which shall be a commercial bank organized under the Administrative Agent may appoint, after consulting with laws of the Lenders United States or of any State thereof and the Borrower, having a successor administrative agent from among the Lenderscombined capital and surplus of at least $250,000,000. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successor administrative agent hereunder, Administrative Agent such successor administrative agent Administrative Agent shall succeed to and become vested with all the rights, powers powers, discretion, privileges and duties of the retiring Administrative Agent and the term "Administrative Agent" shall mean such successor administrative agent , and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Administrative Agent's appointment, powers and duties as ’s resignation under this Section 7.05 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be terminateddischarged from its duties and obligations under the Loan Documents and (iii) the Required Banks shall thereafter perform all duties of the retiring Administrative Agent under the Loan Documents until such time, if any, as the Required Banks appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent's ’s resignation hereunder as Administrative AgentAgent shall have become effective, the provisions of this Article IX and Sections 10.03 and 10.13 VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Notwithstanding the foregoing, however, if, at any time, the Administrative Agent and the L/C Issuer shall be the same Person or Affiliates, such Administrative Agent may not be removed as Administrative Agent at the request of the Required Lenders unless such Administrative Agent shall also simultaneously be replaced and fully released as "L/C Issuer" hereunder pursuant to documentation in form and substance reasonably satisfactory to such Administrative Agent.

Successor Administrative Agent. The Administrative Agent may, and at the request of the Required Lenders shall, may resign as Administrative Agent upon 30 thirty days' ’ notice to the Lenders; provided that any such resignation by Bank of America shall also constitute its resignation as Collateral Agent, L/C Issuer and Swing Line Lender. If the Administrative Agent resigns under this Credit Agreement, the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, the appointment of which successor administrative agent shall be subject consented to the consent of by the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, the Person acting as such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent Agent, Collateral Agent, L/C Issuer and the term "Administrative Agent" Swing Line Lender and such respective terms shall mean such successor administrative agent agent, collateral agent, Letter of Credit issuer and swing line lender, and the retiring Administrative Agent's ’s appointment, powers and duties as Administrative Agent in such capacities shall be terminatedterminated without any other or further act or deed on its behalf. After any retiring Administrative Agent's ’s resignation hereunder as Administrative Agent, the provisions of this Article IX X and Sections 10.03 10.04 and 10.13 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Credit Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 thirty days following a retiring Administrative Agent's ’s notice of resignation, the retiring Administrative Agent's ’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Notwithstanding the foregoing, however, if, at any time, the Administrative Agent and the L/C Issuer shall be the same Person or Affiliates, such Administrative Agent may not be removed as Administrative Agent at the request of the Required Lenders unless such Administrative Agent shall also simultaneously be replaced and fully released as "L/C Issuer" hereunder pursuant to documentation in form and substance reasonably satisfactory to such Administrative Agent.

Successor Administrative Agent. The Administrative Agent may, and at the request of the Required Requisite Lenders shall, resign as Administrative Agent upon 30 thirty days' notice to the LendersLenders and Borrower. If the Administrative Agent resigns shall resign as Administrative Agent under this Agreement, the Required Requisite Lenders shall appoint from among the Lenders a successor administrative agent Administrative Agent for the Lenders, the appointment of which successor administrative agent Administrative Agent shall be subject to the consent of the approved by Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower and such approval shall not be unreasonably withheld or delayed), PROVIDED that, to the extent required by applicable Gaming Laws, the incumbent Administrative Agent shall remain the collateral agent for the Creditors with respect to any Collateral for which a lienholder must be qualified under such Gaming Laws until the new Administrative Agent can be so qualified (but the incumbent Administrative Agent shall be entitled to the indemnities and other protections provided to the Administrative Agent hereunder in such capacity). If no successor administrative agent Administrative Agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent Administrative Agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent Administrative Agent hereunder, such successor administrative agent Administrative Agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term "Administrative Agent" shall mean such successor administrative agent Administrative Agent and the retiring Administrative Agent's appointment, powers and duties as Administrative Agent shall be terminated. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, the provisions of this Article IX 10, and Sections 10.03 11.3, 11.11 and 10.13 11.22, shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If (a) the Administrative Agent has not been paid its agency fees under Section 3.6 or has not been reimbursed for any expense reimbursable to it under Section 11.3, in either case for a period of at least one (1) year and (b) no successor administrative agent Administrative Agent has accepted appointment as Administrative Agent by the date which is 30 thirty days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Requisite Lenders appoint a successor agent Administrative Agent as provided for above. Notwithstanding the foregoing, however, if, at any time, the Administrative Agent and the L/C Issuer shall be the same Person or Affiliates, such Administrative Agent may not be removed as Administrative Agent at the request of the Required Lenders unless such Administrative Agent shall also simultaneously be replaced and fully released as "L/C Issuer" hereunder pursuant to documentation in form and substance reasonably satisfactory to such Administrative Agent.

Successor Administrative Agent. The Administrative Agent maymay and, and at the request of either Borrower or the Required Lenders (if Borrower or the Required Lenders reasonably determines that Administrative Agent has failed and is continuing to fail to perform its obligations under this Agreement) shall, resign as Administrative Agent upon 30 thirty (30) days' notice to the Lenders. If the Administrative Agent resigns under this Agreement, then the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, the appointment of Lenders which successor administrative agent shall be subject consented to the consent of the by Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the then Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, such successor administrative agent shall succeed to all the rights, powers powers, and duties of the retiring Administrative Agent and the term "Administrative Agent" shall mean such successor administrative agent and the retiring Administrative Agent's appointment, powers powers, and duties as Administrative Agent shall be terminated. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, the provisions of this Article IX SECTION 9 and Sections 10.03 and 10.13 SECTION 8.6 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 thirty (30) days following a retiring Administrative Agent's notice of resignation, then the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Notwithstanding the foregoing, however, if, at any time, the Administrative Agent and the L/C Issuer shall be the same Person or Affiliates, such Administrative Agent may not be removed as Administrative Agent at the request of the Required Lenders unless such Administrative Agent shall also simultaneously be replaced and fully released as "L/C Issuer" hereunder pursuant to documentation in form and substance reasonably satisfactory to such Administrative Agent.

Successor Administrative Agent. Except as otherwise provided below, National City Bank shall at all times serve as the Administrative Agent during the term of this Facility. The Administrative Agent may, and may resign at the request of the Required Lenders shall, resign as Administrative Agent upon 30 days' any time by giving written notice thereof to the LendersLenders and the Borrower, such resignation to be effective upon the appointment of a successor Administrative Agent. If the Administrative Agent resigns under this Agreementhas been grossly negligent in the performance of its obligations hereunder, the Administrative Agent may be removed at any time by written notice received by the Administrative Agent from all other Lenders, such removal to be effective on the date specified by the other Lenders. Upon any such resignation or removal, the Required Lenders Lenders, with the reasonable approval of the Borrower (as long as no Default has occurred and is then continuing), shall appoint from among appoint, on behalf of the Lenders a successor administrative agent for Borrower and the Lenders, a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the appointment Required Lenders within thirty days after the resigning Administrative Agent's giving notice of which its intention to resign, then the resigning Administrative Agent shall appoint, on behalf of the Borrower and the Lenders, a successor administrative agent shall be subject to Administrative Agent. Notwithstanding the previous sentence, the Administrative Agent may at any time without the consent of the Borrower or any Lender, appoint any of its Affiliates which is a commercial bank as a successor Administrative Agent hereunder. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be a commercial bank having capital and retained earnings of at least $500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all times other than during the existence of an Event of Default (which consent rights, powers, privileges and duties of the Borrower shall not be unreasonably withheld resigning or delayed)removed Administrative Agent. If no successor administrative agent is appointed prior to Upon the effective date effectiveness of the resignation or removal of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term "Administrative Agent" shall mean such successor administrative agent and the retiring Administrative Agent's appointment, powers and duties as resigning or removed Administrative Agent shall be terminateddischarged from its duties and obligations hereunder and under the Loan Documents. After any retiring Administrative Agent's the effectiveness of the resignation hereunder as or removal of an Administrative Agent, the provisions of this Article IX and Sections 10.03 and 10.13 X shall inure to its continue in effect for the benefit as to of such Administrative Agent in respect of any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment acting as Administrative Agent by the date which is 30 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as and under the Required Lenders appoint a successor agent as provided for above. Notwithstanding the foregoing, however, if, at any time, the Administrative Agent and the L/C Issuer shall be the same Person or Affiliates, such Administrative Agent may not be removed as Administrative Agent at the request of the Required Lenders unless such Administrative Agent shall also simultaneously be replaced and fully released as "L/C Issuer" hereunder pursuant to documentation in form and substance reasonably satisfactory to such Administrative Agentother Loan Documents.

Successor Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent mayas provided in this Section 12.9, and at the request of the Required Lenders shall, Administrative Agent may resign as Administrative Agent upon 30 days' thirty (30) days notice to the Lenders and the Administrative Agent may be removed at any time with or without cause by the Required Lenders. If the Administrative Agent resigns or is removed under this Agreement, the Required Lenders shall appoint from among the Lenders a successor administrative agent Administrative Agent for the Lenders, the . Such appointment of which successor administrative agent shall will be subject to made with the consent of the Borrower at all times other than during the existence of (such consent not to be unreasonably withheld, conditioned or delayed) unless an Event of Default (exists, in which case Borrower’s consent of the Borrower shall will not be unreasonably withheld or delayed)required. If no successor administrative agent Administrative Agent is appointed prior to the effective date of the resignation or retirement of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent Administrative Agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent Administrative Agent hereunder, the Person acting as such successor administrative agent Administrative Agent shall succeed to all the rights, powers and duties of the retiring or removed Administrative Agent and the term "“Administrative Agent" ” shall mean such successor administrative agent Administrative Agent and the retiring or removed Administrative Agent's ’s appointment, powers and duties as Administrative Agent shall be terminated. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX and Sections 10.03 and 10.13 XII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor administrative agent Administrative Agent has accepted appointment as Administrative Agent by the date which is 30 thirty (30) days following a retiring Administrative Agent's ’s notice of resignation, the retiring or removed Administrative Agent's ’s resignation or removal shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent Administrative Agent as provided for above. Notwithstanding the foregoing, however, if, at any time, the Administrative Agent and the L/C Issuer shall be the same Person or Affiliates, such Administrative Agent may not be removed as Administrative Agent at the request of the Required Lenders unless such Administrative Agent shall also simultaneously be replaced and fully released as "L/C Issuer" hereunder pursuant to documentation in form and substance reasonably satisfactory to such Administrative Agent.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving 30 days’ prior written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Requisite Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Requisite Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation (such 30-day period, the “Lender Appointment Period”), then the retiring Administrative Agent may, and at the request on behalf of the Required Lenders shallLenders, resign as appoint a successor Administrative Agent upon 30 days' notice to Agent, selected from among the Lenders. If the Administrative Agent resigns under this AgreementIn either case, the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, the such appointment of which successor administrative agent shall be subject to the consent prior written approval of the Borrower at all times other than Company (which approval may not be unreasonably withheld and shall not be required upon the occurrence and during the existence continuance of an Event of Default (which consent Default). In addition and without any obligation on the part of the Borrower shall not be unreasonably withheld retiring Administrative Agent to appoint, on behalf of the Lenders and the Issuers, a successor Administrative Agent, the retiring Administrative Agent may at any time upon or delayed). If after the end of the Lender Appointment Period notify the Company and the Lenders and the Issuers that no qualifying Person has accepted appointment as successor administrative agent is appointed prior to Administrative Agent and the effective date of such retiring Administrative Agent’s resignation (which effective date shall be no earlier than three Business Days after the date of such notice). Upon the resignation effective date established in such notice and regardless of whether a successor Administrative Agent has been appointed and accepted such appointment and the Company has approved such successor Administrative Agent, the retiring Administrative Agent’s resignation shall nonetheless become effective and (i) the retiring Administrative Agent may appointshall be discharged from its duties and obligations as 126 Administrative Agent hereunder and under the other Loan Documents and (ii) all payments, after consulting with communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each Issuer directly, until such time as the Requisite Lenders and the Borrower, appoint a successor administrative agent from among the LendersAdministrative Agent as provided for above in this paragraph. Upon the acceptance of its any appointment as Administrative Agent by a successor administrative agent hereunderAdministrative Agent, such successor administrative agent Administrative Agent shall succeed to to, and become vested with, all the rights, powers powers, privileges and duties of the retiring Administrative Agent and the term "Administrative Agent" shall mean such successor administrative agent , and the retiring Administrative Agent's appointment, powers and duties as Administrative Agent shall be terminateddischarged from its duties and obligations under this Agreement and the other Loan Documents. After Prior to any retiring Administrative Agent's ’s resignation hereunder as Administrative Agent, the provisions retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents. After such resignation, the retiring Administrative Agent shall continue to have the benefit of this Article IX and Sections 10.03 and 10.13 shall inure to its benefit X as to any actions taken or omitted to be taken by it while it was Administrative Agent under this AgreementAgreement and the other Loan Documents. If no successor administrative agent has accepted Any resignation pursuant to this Section 10.7 (Successor Administrative Agent) by a Person acting as Administrative Agent shall, unless such Person shall notify the Company and the Lenders and the Issuers otherwise, also act to relieve such Person and its Affiliates of any obligation to advance or issue new, or extend existing, Swing Loans or Letters of Credit where such advance, issuance or extension is to occur on or after the effective date of such resignation. Upon the acceptance of a successor’s appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent's notice of resignationhereunder, the retiring Administrative Agent's resignation (i) such successor shall nevertheless thereupon succeed to and become effective and the Lenders shall perform vested with all of the rights, powers, privileges and duties of the Administrative Agent retiring Issuer and Swing Lender, (ii) the retiring Issuer and Swing Lender shall be discharged from all of their respective duties and obligations hereunder until or under the other Loan Documents, (iii) the successor Swing Lender shall enter into an Assignment and Assumption and acquire from the retiring Swing Lender each outstanding Swing Loan of such timeretiring Swing Lender for a purchase price equal to par plus accrued interest and (iv) the successor Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, as outstanding at the Required Lenders appoint a successor agent as provided for abovetime of such succession or make other arrangement satisfactory to the retiring Issuer to effectively assume the obligations of the retiring Issuer with respect to such Letters of Credit. Notwithstanding In addition to the foregoing, howeverif a Revolving Credit Lender becomes, ifand during the period it remains, at a Defaulting Lender, any timeIssuer and/or any Swing Lender may, upon prior written notice to the Borrower and the Administrative Agent and Agent, resign as Issuer or Swing Lender, respectively, effective at the L/C Issuer shall be the same Person or Affiliates, close of business New York time on a date specified in such Administrative Agent notice (which date may not be removed as Administrative Agent at less than 30 days after the request date of such notice); provided that such resignation by any such Issuer will have no effect on the validity or enforceability of any Letter of Credit then outstanding or on the obligations of the Required Lenders unless Borrower or any Lender under this Agreement with respect to any such Administrative Agent shall also simultaneously be replaced and fully released as "L/C Issuer" hereunder pursuant to documentation in form and substance reasonably satisfactory outstanding Letter of Credit or otherwise to such Administrative AgentIssuer; and provided further, that such resignation by any such Swing Lender will have no effect on its rights in respect of any outstanding Swing Loans or on the obligations of the Borrower or any Lender under this Agreement with respect to any such outstanding Swing Loan.

Successor Administrative Agent. The Administrative Agent may, and at the request of the Required Requisite Lenders shall, resign as Administrative Agent upon 30 days' notice to the Lenders. If the Administrative Agent resigns under this Agreement, the Required Requisite Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, the appointment of Lenders which successor administrative agent shall be subject to the consent of the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayed)approved by Borrowers. If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the BorrowerBorrowers, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term "Administrative Agent" shall mean such successor administrative agent and the retiring Administrative Agent's appointment, powers and duties as Administrative Agent shall be terminated. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, the provisions of this Article IX Section 9 and Sections 10.03 10.3 and 10.13 10.10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Requisite Lenders appoint a successor agent as provided for above. Notwithstanding the foregoing, however, if, at any time, the Administrative Agent and the L/C Issuer shall be the same Person or Affiliates, such Administrative Agent Bank of America may not be removed as Administrative Agent at the request of the Required Requisite Lenders unless such Administrative Agent Bank of America shall also simultaneously be replaced and fully released as "L/C IssuerIssuing Lender" hereunder pursuant to documentation in form and substance reasonably satisfactory to such Administrative AgentBank of America.

Successor Administrative Agent. The Administrative Agent may, and at the request of the Required Lenders shall, may resign as Administrative Agent upon 30 10 days' notice to the LendersLenders and the Borrower. In addition, if at any time the Administrative Agent's Revolving Commitments are reduced to zero and the Administrative Agent is no longer a Lender hereunder, then the Required Lenders may remove the Administrative Agent upon 10 days' notice to the Administrative Agent and the Borrower. If the Administrative Agent resigns shall resign or be removed as Administrative Agent under this AgreementAgreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, the appointment of which successor administrative agent shall be subject to the consent of the Borrower at all times other than during the existence of (unless an Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which consent of the Borrower approval shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, whereupon such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent Agent, and the term "Administrative Agent" shall mean such successor administrative agent effective upon such appointment and approval, and the retiring former Administrative Agent's appointmentrights, powers and duties as Administrative Agent shall be terminated. After , without any retiring Administrative Agent's resignation hereunder as Administrative Agent, other or further act or deed on the provisions part of this Article IX and Sections 10.03 and 10.13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such former Administrative Agent under or any of the parties to this AgreementAgreement or any holders of the Loans. If no successor administrative agent has accepted appointment as Administrative Agent by the date which that is 30 days following a retiring Administrative Agent's notice of resignationresignation or the Required Lenders' notice of removal, the retiring Administrative Agent's resignation resignation, or the Required Lenders' notice of removal, as the case may be, shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Notwithstanding the foregoing, however, if, at After any timeretiring Administrative Agent's resignation as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the L/C Issuer shall be the same Person or Affiliates, such Administrative Agent may not be removed as Administrative Agent at the request of the Required Lenders unless such Administrative Agent shall also simultaneously be replaced and fully released as "L/C Issuer" hereunder pursuant to documentation in form and substance reasonably satisfactory to such Administrative Agentother Loan Documents.

Successor Administrative Agent. The Administrative Agent may, shall have the right to resign at any time by giving prior written notice thereof to Lenders and Borrower and Administrative Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to Borrower and Administrative Agent and signed by the request of Requisite Lenders. Administrative Agent shall have the Required Lenders shall, resign right to appoint a financial institution to act as Administrative Agent upon 30 days' notice to the Lenders. If the Administrative Agent resigns under this Agreementhereunder, the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, the appointment of which successor administrative agent shall be subject to the consent reasonable satisfaction of Borrower and the Requisite Lenders, and Administrative Agent’s resignation shall become effective on the earliest of (i) 30 days after delivery of the notice of resignation (regardless of whether a successor has been appointed or not), (ii) the acceptance of such successor Administrative Agent by Borrower at all times and the Requisite Lenders or (iii) such other than during date, if any, agreed to by the existence Requisite Lenders. Upon any such notice of an Event of Default (which consent of resignation or any such removal, if a successor Administrative Agent has not already been appointed by the Borrower shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the resigning Administrative Agent, the Requisite Lenders shall have the right, upon five Business Days’ notice to Borrower, to appoint a successor Administrative Agent. If neither the Requisite Lenders nor Administrative Agent may appointhave appointed a successor Administrative Agent, after consulting the Requisite Lenders shall be deemed to have succeeded to and become vested with all the rights, powers, privileges and duties of the resigning Administrative Agent; provided that, until a successor Administrative Agent is so appointed by the Requisite Lenders or Administrative Agent, any collateral security held by Administrative Agent on behalf of the Lenders and under any of the Borrower, Credit Documents shall continue to be held by the resigning Administrative Agent as nominee until such time as a successor administrative agent from among the LendersAdministrative Agent is appointed. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successor administrative agent hereunderAdministrative Agent, such that successor administrative agent Administrative Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the retiring resigning or removed Administrative Agent and the term "resigning or removed Administrative Agent" Agent shall mean promptly (i) transfer to such successor administrative agent Administrative Agent all sums, Securities and other items of Collateral held under the retiring Security Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent's appointmentAgent under the Credit Documents, powers and duties (ii) execute and deliver to such successor Administrative Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent of the security interests created under the Security Documents, whereupon such resigning or removed Administrative Agent shall be terminateddischarged from its duties and obligations hereunder. After any retiring resigning or removed Administrative Agent's ’s resignation or removal hereunder as - 95 - Administrative Agent, the provisions of this Article IX and Sections 10.03 and 10.13 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Notwithstanding the foregoing, however, if, at any time, the Administrative Agent and the L/C Issuer shall be the same Person or Affiliates, such Administrative Agent may not be removed as Administrative Agent at the request of the Required Lenders unless such Administrative Agent shall also simultaneously be replaced and fully released as "L/C Issuer" hereunder pursuant to documentation in form and substance reasonably satisfactory to such Administrative Agenthereunder.