Common use of Successor Administrative Agent Clause in Contracts

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon any such resignation, the Required Lenders shall have the right to appoint a successor, which successor agent shall (unless an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which 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 shall 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 the Issuing Lender, 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, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason). Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.5 shall continue in effect for the benefit of such retiring Administrative Agent in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. 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 a successor agent is appointed as provided for above.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ notice to the Lenders and the BorrowerCompany. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon any such resignation, the Required Lenders shall have appoint from among the right to appoint Lenders a successorsuccessor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8.1(a8(a) or Section 8.1(g8(e) with respect to the Borrower Company shall have occurred and be continuing) be subject to approval by the Borrower Company (which 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 shall have been so appointed agent has accepted appointment as Administrative Agent by the Required Lenders and shall have accepted such appointment within thirty (30) date that is 30 days after the following a retiring Administrative Agent gives Agent’s notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and with the Issuing Lender, appoint a successor Administrative Agent consent of the Company (such consent not to be unreasonably withheld or delayed and which consent shall not be a bank with an office in New York, New York, or an Affiliate of any such bank, which successor agent shall (unless (i) required if an Event of Default under Section 8.1(a8(a) or Section 8.1(g8(e) with respect to the Borrower Company shall have occurred and be continuing continuing), appoint a successor Administrative Agent, which shall be a commercial bank organized or (ii) such successor agent is licensed under the laws of the United States of America or of any State thereof and having a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason)combined capital and surplus of at least $500 million. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successorunder this Agreement. After the any retiring Administrative Agent’s resignation hereunderas Administrative Agent, the provisions of this Article and Section 10.5 9 shall continue in effect for the inure to its benefit of such retiring Administrative Agent in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as Administrative Agent. 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, under this Agreement and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as a successor agent is appointed as provided for aboveother Loan Documents.

Successor Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign as Administrative Agent upon 30 thirty (30) days’ notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon Upon receipt of any such notice of resignation, the Required Lenders shall have the right right, with the Borrower’s consent (such consent not to be unreasonably withheld or delayed) unless a Specified Event of Default has occurred and is continuing), to appoint a successor, which successor agent shall (unless an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which 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 terminateda bank with an office in the United States, without or an Affiliate of any other or further act or deed on such bank with an office in the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the LoansUnited States. If no such successor shall 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 such resignation shall nevertheless be effective and the retiring Administrative Agent may, may (but shall not be obligated to) on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Administrative Agent Agent, which shall be a bank an Approved Bank with an office in New York, New York, or an Affiliate of any such bankApproved Bank (the date upon which the retiring Administrative Agent is replaced, which the “Resignation Effective Date”); provided, that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice. If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders and the Borrower may, to the extent permitted by applicable law, by notice in writing to such Person remove such Person as Administrative Agent and, with the consent of the Borrower, appoint a successor. If no such successor agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (unless 30) days (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except (i) an Event that in the case of Default any collateral security held by the Administrative Agent on behalf of the Lenders under Section 8.1(a) any of the Loan Documents, the retiring or Section 8.1(gremoved Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed and (ii) with respect to the Borrower shall have occurred any outstanding payment obligations) and be continuing or (ii2) such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for any indemnity payments or other amounts then owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time, if any, as the Required Lenders appoint a bona fide valid reason)successor Administrative Agent as provided for above in this paragraph. Upon the acceptance of its a successor’s appointment as Administrative Agent hereunder by a successorhereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or removed) Administrative AgentAgent (other than any rights to indemnity payments or other amounts owed to the retiring or removed Administrative Agent as of the Resignation Effective Date or the Removal Effective Date, as applicable), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunderhereunder and under the other Loan Documents (if not already discharged therefrom as provided above). The fees payable by any the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such the Borrower and such successor. After the retiring or removed Administrative Agent’s resignation hereunderor removal hereunder and under the other Loan Documents, the provisions of this Article IX and Section 10.5 9.04 shall continue in effect for the benefit of such retiring or removed Administrative Agent Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it the retiring or removed Administrative Agent was acting as Administrative Agent. 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 a successor agent is appointed as provided for above.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent and Collateral Agent under this Agreement and the other Loan Documents upon 30 days’ notice to the Lenders and the Borrower. If Any such resignation by the Administrative Agent hereunder shall resign also constitute its resignation as an Issuing Bank and the Swingline Lender, as applicable, in which case the resigning Administrative Agent under this Agreement (x) shall not be required to issue any further Letters of Credit or make any additional Swingline Loans hereunder and (y) shall maintain all of its rights as Issuing Bank or Swingline Lender, as the other Loan Documentscase may be, then upon with respect to any Letters of Credit issued by it, or Swingline Loans made by it, prior to the date of such resignation. Upon any such resignation, then the Required Lenders shall have the right right, subject to appoint a successor, which successor agent shall the reasonable consent of the Borrower (unless an so long as no Event of Default under Section 8.1(a7.01(b), (c), (h) or Section 8.1(g(i) with respect to the Borrower shall have occurred and be continuing) ), to appoint a successor which shall be subject to approval by a bank with an office in the Borrower (which approval shall not be unreasonably withheld United States, or delayed)an Affiliate of any such bank with an office in the United States, whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent and Collateral 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 shall 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 the Issuing Lender, 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, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason). Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.5 shall continue in effect for the benefit of such retiring Administrative Agent in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. 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 effectiveeffective (except in the case of the Collateral Agent holding collateral security on behalf of such Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed), and the Lenders shall assume and perform all of the duties of the Administrative Agent and Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent is appointed as provided for above. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Article VIII and Section 9.05 shall inure to its benefit as to any actions taken or omitted to be taken by it, its Subagents and their respective Related Parties while it was Administrative Agent under this Agreement and the other Loan Documents.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 at any time by giving 10 days’ ' prior written notice thereof to the Lenders and the Borrower. If The Administrative Agent may be removed by the Required Lenders at any time with or without cause by giving 10 days, prior written notice thereof to the Administrative Agent shall resign as Administrative Agent under this Agreement Agent, the other Lenders and the other Loan Documents, then upon Borrower. Upon any such resignationresignation or removal, the Required Lenders shall have the right to appoint a successor, which successor agent shall (unless an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which 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 Administrative Agent shall have been so appointed by the Required Lenders and consented to, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Administrative Agent gives such notice of its resignationresignation or removal, then the retiring Administrative Agent mayAgent, on behalf of the Lenders and the Issuing LenderLenders, may appoint a successor Administrative Agent. Each successor Administrative Agent which shall be a commercial bank with an office in New York, New York, or an Affiliate trust company organized under the Laws of the United States of America or any State thereof and having a combined capital and surplus of at least $1,000,000,000. The appointment of any such bank, which successor agent Administrative Agent at any time pursuant to this Section 8.10 shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect be subject to the Borrower approval of the Borrower, provided that at such time there shall not have occurred and be continuing any Default or (ii) Event of Default, and provided further that the Borrower's consent to any such successor agent is a Lender) be subject to approval by the Borrower (which approval appointment shall not be withheld or delayed by the Borrower except for a bona fide valid reason)unreasonably withheld. Upon the acceptance by a successor Administrative Agent of its appointment as Administrative Agent hereunder by a successorhereunder, such successor Administrative Agent shall thereupon succeed to and become vested with all the properties, rights, powers, privileges and duties of the former Administrative Agent without further act, deed or conveyance. Upon the effective date of resignation or removal of a retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties under this Agreement and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successor. After the Administrative Agent’s resignation hereunderother Loan Documents, but the provisions of this Article and Section 10.5 Agreement shall continue in effect for the inure to its benefit of such retiring Administrative Agent in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as Administrative AgentAgent under this Agreement. If and for so long as no successor agent has accepted appointment as Administrative Agent shall have been appointed, then any notice or other communication required or permitted to be given 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 shall be sufficiently given if given by the Required Lenders, all notices or other communications required or permitted to be given to the Administrative Agent shall be given to each Lender, and all payments to be made to the Administrative Agent shall be made directly to the Borrower or Lender for whose account such time, if any, as a successor agent payment is appointed as provided for abovemade.

Successor Administrative Agent. The Administrative Agent may resign (i) be removed as administrative agent by all of the Lenders (other than the Lender acting as the Administrative Agent) and the Borrower upon thirty (30) days’ prior written notice if the Administrative Agent upon 30 days’ (A) 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 (B) 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, or (ii) resign at any time as the Administrative Agent under the Loan Documents by giving written notice thereof to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon Upon any such removal or resignation, the Required Requisite Lenders shall have the right to appoint a successorsuccessor Administrative Agent which appointment shall, which successor agent shall (unless an provided no Default or Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing) exists, be subject to approval by the Borrower (Borrower’s approval, which 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 Administrative Agent shall have been so appointed by in accordance with the Required Lenders immediately preceding sentence, and shall have accepted such appointment appointment, within thirty (30) days after (i) the retiring Administrative Agent gives Lenders’ giving of notice of its removal or (ii) the resigning Administrative Agent’s giving of notice of resignation, then the retiring removed or resigning Administrative Agent shall be discharged from its duties and obligations under the Loan Documents and may, on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Administrative Agent Agent, which shall be a bank with Lender, if any Lender shall be willing to serve, and otherwise shall be an office in New YorkEligible Assignee, New Yorkwhich, provided no Default or an Affiliate of any such bank, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower exists, shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to approval by the Borrower (Borrower’s approval, which approval shall not be unreasonably withheld or delayed by delayed. If no such successor Administrative Agent has been appointed at the Borrower except for effective time of the resignation or removal of the prior Administrative Agent, the Requisite Lenders shall collectively act as Administrative Agent hereunder until such time as a bona fide valid reason)successor Administrative Agent has been appointed. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent, or, if no such successor has been appointed, the Requisite Lenders, shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring removed or resigning Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successor. After any Administrative Agent’s removal or resignation hereunder as the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.5 XII shall continue in effect for the to inure to its benefit of such retiring Administrative Agent in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as Administrative Agent. 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 timeunder the Loan Documents. Notwithstanding anything contained herein to the contrary, if any, as a successor agent is appointed as provided for abovethe Administrative Agent may assign its rights and duties under the Loan Documents to any of its Affiliates by giving the Borrower and each Lender prior written notice.

Successor Administrative Agent. The Administrative Agent may resign at any time as Administrative Agent upon 30 days’ under the Loan Documents by giving written notice thereof to the Lenders and the Borrower. If In addition, in the event of a material breach of its duties hereunder, the Administrative Agent shall resign may be removed as Administrative Agent under this Agreement and the Loan Documents at any time by all Lenders (other Loan Documentsthan the Lender then acting as Administrative Agent) and, then provided no Default or Event of Default exists, the Borrower upon 30-days’ prior notice. Upon any such resignationresignation or removal, the Required Requisite Lenders (which, in the case of the removal of the Administrative Agent as provided in the immediately preceding sentence, shall be determined without regard to the Commitment of the Lender then acting as Administrative Agent) shall have the right to appoint a successorsuccessor Administrative Agent which appointment shall, which successor agent shall (unless an provided no Default or Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing) exists, be subject to approval by the Borrower (Borrower’s approval, which approval shall not be unreasonably withheld or delayed)delayed (except that the Borrower shall, whereupon such in all events, be deemed to have approved each Lender and any of its affiliates as a 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 Administrative Agent shall have been so appointed by in accordance with the Required Lenders immediately preceding sentence, and shall have accepted such appointment appointment, within thirty (30) days after the retiring current Administrative Agent gives Agent’s giving of notice of its resignation, then the retiring current Administrative Agent may, on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Administrative Agent Agent, which shall be a bank with Lender, if any Lender shall be willing to serve, and otherwise shall be an office in New York, New York, or an Affiliate of any such bank, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason)Eligible Assignee. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring current Administrative Agent, and the retiring current Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be under the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successorLoan Documents. After the any Administrative Agent’s resignation hereunderhereunder as Administrative Agent, the provisions of this Article and Section 10.5 XII. shall continue in effect for the to inure to its benefit of such retiring Administrative Agent in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by under the date that is 30 days following a retiring Administrative Agent’s notice of resignationLoan Documents. Notwithstanding anything contained herein to the contrary, 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 a successor agent is appointed as provided for abovemay assign its rights and duties under the Loan Documents to any of its affiliates by giving the Borrower and each Lender prior written notice.

Successor Administrative Agent. The Administrative Agent may (a) resign at any time as Administrative Agent upon 30 days’ under the Loan Documents by giving written notice thereof to the Lenders and the Borrower. If Borrower or (b) be removed as Administrative Agent by all of the Lenders (excluding the Lender then acting as Administrative Agent) and the Borrower upon 30 days’ prior written notice if the Administrative Agent shall resign as Administrative Agent under this Agreement and is found by a court of competent jurisdiction in a final, non-appealable judgment to have committed gross negligence or willful misconduct in the other Loan Documents, then upon course of performing its duties hereunder. Upon any such resignationresignation or removal, the Required Requisite Lenders shall have the right to appoint a successorsuccessor Administrative Agent which appointment shall, which successor agent shall (unless an provided no Default or Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing) exists, be subject to approval by the Borrower (Borrower’s approval, which approval shall not be unreasonably withheld or delayeddelayed (except that the Borrower shall, in all events, be deemed to have approved each Lender and any of its Affiliates as a successor Administrative Agent). If no successor Administrative Agent shall have been so appointed in accordance with the immediately preceding sentence, whereupon and shall have accepted such successor agent shall succeed to appointment, within 30 days after the rights, powers and duties current Administrative Agent’s giving of notice of resignation or giving of notice of removal 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 shall 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 current Administrative Agent may, on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Administrative Agent Agent, which shall be a bank with Lender, if any Lender shall be willing to serve, and otherwise shall be an office in New York, New York, or an Affiliate of any such bank, which successor agent Eligible Assignee; provided that if the Administrative Agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to notify the Borrower and the Lenders that no Lender has accepted such appointment, then such resignation or removal shall have occurred nonetheless become effective in accordance with such notice and (1) the Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made to each Lender directly, until such time as a successor Administrative Agent has been appointed as provided for above in this Section; provided, further that such Lenders so acting directly shall be and be continuing or (ii) deemed to be protected by all indemnities and other provisions herein for the benefit and protection of the Administrative Agent as if each such successor agent is a Lender) be subject to approval by Lender were itself the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason)Administrative Agent. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring current Administrative Agent, and the retiring current Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be under the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successorLoan Documents. After the any Administrative Agent’s resignation hereunderhereunder as Administrative Agent, the provisions of this Article and Section 10.5 XI. shall continue in effect for the to inure to its benefit of such retiring Administrative Agent in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by under the date that is 30 days following a retiring Administrative Agent’s notice of resignationLoan Documents. Notwithstanding anything contained herein to the contrary, 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 a successor agent is appointed as provided for abovemay assign its rights and duties under the Loan Documents to any of its Affiliates by giving the Borrower and each Lender prior written notice.

Successor Administrative Agent. The Subject to the terms of this Section 11.05, the Administrative Agent may resign as Administrative Agent in the Administrative Agent’s sole discretion at any time upon 30 thirty (30) days’ notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon any such resignation, the Required Lenders shall have the right to appoint a successor, which successor agent. If for any reason a successor agent shall (unless an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall is 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 shall have been so appointed by the Required Lenders and shall have accepted does not accept such appointment within thirty (30) days after of notice of resignation the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Lender, may appoint a successor agent. The appointment of any successor Administrative Agent which shall be a bank with an office in New Yorksubject to the prior written consent of the Borrower (which consent shall not be unreasonably withheld, New York, conditioned or an Affiliate delayed); provided that the consent of the Borrower to any such bank, which successor agent appointment shall (unless not be required if (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be is continuing or or, (ii) if such successor agent Administrative Agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld Lender or delayed by the Borrower except for a bona fide valid reason). Upon the acceptance an Affiliate of its appointment as such Administrative Agent hereunder by or any Lender. Any resignation of the Administrative Agent shall be effective upon the appointment of a successor, such successor shall succeed agent pursuant to and become vested with all this Section 11.05. After the rights, powers, privileges and duties effectiveness of the retiring Administrative Agent’s resignation hereunder as the Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be hereunder and under the same as those payable to its predecessor unless otherwise agreed between such Borrower other Facility Documents and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.5 XI shall continue in effect for the its benefit of such retiring Administrative Agent in with respect of to any actions taken or omitted to be taken by any of them it while it was acting as Administrative Agent. If no successor agent has accepted appointment as the Administrative Agent by under this Agreement and under the date other Facility Documents. Any Person (i) into which the Administrative Agent may be merged or consolidated, (ii) that is 30 days following may result from any merger or consolidation to which the Administrative Agent shall be a retiring Administrative Agent’s notice of resignationparty, or (iii) that may succeed to the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, properties and the Lenders shall assume and perform all of the duties assets of the Administrative Agent hereunder until such time, if any, substantially as a whole, shall be the successor agent is appointed as provided for aboveto the Administrative Agent under this Agreement without further act of any of the parties to this Agreement.

Successor Administrative Agent. The Administrative Agent may resign at any time as Administrative Agent upon 30 days’ under the Loan Documents by giving written notice thereof to the Lenders and the Borrower. If The Administrative Agent may be removed as administrative agent by the Requisite Lenders (excluding for such purpose Loans held by the Lender then acting as Administrative Agent) upon 30 days’ prior written notice if the Administrative Agent shall resign (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) the Lender then acting as Administrative Agent has become a Defaulting Lender under this Agreement and clause (d) of the other Loan Documents, then upon definition of that term. Upon any such resignationresignation or removal, the Required Requisite Lenders shall have the right to appoint a successorsuccessor Administrative Agent which appointment shall, which successor agent shall (unless an provided no Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing) exists, be subject to approval by the Borrower (Borrower’s approval, which approval shall not be unreasonably withheld or delayed). If no successor Administrative Agent shall have been so appointed in accordance with the immediately preceding sentence, whereupon and shall have accepted such successor agent shall succeed to appointment, within 30 days after the rightscurrent Administrative Agent’s giving of notice of resignation or having been removed, powers and duties then, in the case of resignation by the Administrative Agent, the current Administrative Agent may, or in the case of removal 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 shall have been so appointed by the Required Requisite 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 the Issuing LenderLenders, appoint a successor Administrative Agent Agent, which shall be a bank with Lender, if any Lender shall be willing to serve, and otherwise shall be an Eligible Assignee and in any case shall have an office in New Yorkthe United States; provided that if no Lender has accepted such appointment, New Yorkthen such resignation or removal shall nonetheless become effective in accordance with such notice and (1) the Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) all payments, communications and determinations provided to be made by, to or an Affiliate of any through the Administrative Agent shall instead be made to each Lender directly, until such banktime as a successor Administrative Agent has been appointed as provided for above in this Section; provided, which successor agent further, that such Lenders so acting directly shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred be and be continuing or (ii) deemed to be protected when so acting in such successor agent is a Lender) be subject to approval capacity by all indemnities and other provisions herein for the Borrower (which approval shall not be withheld or delayed by benefit and protection of the Borrower except for a bona fide valid reason)Administrative Agent as if each such Lender were itself the Administrative Agent. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring current Administrative Agent, and the retiring current Administrative Agent shall be discharged from its duties and obligations hereunderunder the Loan Documents. The fees payable by any Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successor. After the any Administrative Agent’s resignation hereunderor removal hereunder as Administrative Agent, the provisions of this Article and Section 10.5 XII shall continue in effect for the to inure to its benefit of such retiring Administrative Agent in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by under the date that is 30 days following a retiring Administrative Agent’s notice of resignationLoan Documents. Notwithstanding anything contained herein to the contrary, 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 a successor agent is appointed as provided for abovemay assign its rights and duties under the Loan Documents to any of its Affiliates by giving the Borrower and each Lender prior written notice.

Successor Administrative Agent. The Administrative Agent may (a) resign at any time as Administrative Agent upon 30 days’ under the Loan Documents by giving written notice thereof to the Lenders and the Borrower. If Borrower or (b) be removed as Administrative Agent by all of the Lenders (excluding the Lender then acting as Administrative Agent) and the Borrower upon 30 days’ prior written notice if the Administrative Agent shall resign as Administrative Agent under this Agreement and is found by a court of competent jurisdiction in a final, non-appealable judgment to have committed gross negligence or willful misconduct in the other Loan Documents, then upon course of performing its duties hereunder. Upon any such resignationresignation or removal, the Required Requisite Lenders shall have the right to appoint a successorsuccessor Administrative Agent which appointment shall, which successor agent shall (unless an provided no Default or Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing) exists, be subject to approval by the Borrower (Borrower’s approval, which approval shall not be unreasonably withheld or delayeddelayed (except that the Borrower shall, in all events, be deemed to have approved each Lender and any of its Affiliates as a successor Administrative Agent). If no successor Administrative Agent shall have been so appointed in accordance with the immediately preceding sentence, whereupon and shall have accepted such successor agent shall succeed to appointment, within 30 days after the rights, powers and duties current Administrative Agent’s giving of notice of resignation or giving of notice of removal 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 shall 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 current Administrative Agent may, on behalf of the Lenders and the Issuing LenderBanks, appoint a successor Administrative Agent Agent, which shall be a bank with Lender, if any Lender shall be willing to serve, and otherwise shall be an office in New York, New York, or an Affiliate of any such bank, which successor agent Eligible Assignee; provided that if the Administrative Agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to notify the Borrower and the Lenders that no Lender has accepted such appointment, then such resignation or removal shall have occurred nonetheless become effective in accordance with such notice and (1) the Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made to each Lender and each Issuing Bank directly, until such time as a successor Administrative Agent has been appointed as provided for above in this Section; provided, further that such Lenders and such Issuing Bank so acting directly shall be and be continuing deemed to be protected by all indemnities and other provisions herein for the benefit and protection of the Administrative Agent as if each such Lender or (ii) such successor agent is a Lender) be subject to approval by Issuing Bank were itself the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason)Administrative Agent. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring current Administrative Agent, and the retiring current Administrative Agent shall be discharged from its duties and obligations hereunderunder the Loan Documents. The fees payable by any Borrower to a successor Any resignation by, or removal of, an Administrative Agent shall also constitute the resignation or removal, as applicable, as an Issuing Bank and as a Swingline Lender by the Lender then acting as Administrative Agent (the “Resigning Lender”). Upon the acceptance of a successor’s appointment as Administrative Agent hereunder (i) the Resigning Lender shall be discharged from all duties and obligations of an Issuing Bank and a Swingline Lender hereunder and under the same other Loan Documents and (ii) any successor Issuing Bank shall issue letters of credit in substitution for all Letters of Credit issued by the Resigning Lender as those payable an Issuing Bank outstanding at the time of such succession (which letters of credit issued in substitution shall be deemed to its predecessor unless otherwise agreed between be, and the substituted Letters of Credit shall cease to be, Letters of Credit issued hereunder) or make other arrangements satisfactory to the Resigning Lender to effectively assume the obligations of the Resigning Lender with respect to such Borrower and such successorLetters of Credit. After the any Administrative Agent’s resignation hereunderhereunder as Administrative Agent, the provisions of this Article and Section 10.5 XI. shall continue in effect for the to inure to its benefit of such retiring Administrative Agent in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by under the date that is 30 days following a retiring Administrative Agent’s notice of resignationLoan Documents. Notwithstanding anything contained herein to the contrary, 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 a successor agent is appointed as provided for abovemay assign its rights and duties under the Loan Documents to any of its Affiliates by giving the Borrower and each Lender prior written notice.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 thirty (30) days’ notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon any such resignation, the Required Lenders shall have appoint from among the right to appoint Lenders a successorsuccessor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8.1(a7.1(a) or Section 8.1(g7.1(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which 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 shall 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 the Issuing Lender, 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, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason). Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.5 shall continue in effect for the benefit of such retiring Administrative Agent in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by the date 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, 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 is appointed 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 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 other Loan Documents.

Successor Administrative Agent. The Administrative Agent may (a) resign at any time as Administrative Agent upon 30 days’ under the Loan Documents by giving written notice thereof to the Lenders and the Borrower. If Borrower or (b) be removed as administrative agent by all of the Lenders (other than the Lender then acting as Administrative Agent) and the Borrower upon 30 days’ prior written notice if the Administrative Agent shall resign as Administrative Agent under this Agreement and (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 other Loan Documentscourse of performing its duties hereunder or (ii) has become or is insolvent or has become the subject of a bankruptcy or insolvency proceeding, then upon 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 resignationproceeding or appointment. Upon any such resignation or removal, the Required Requisite Lenders shall have the right to appoint a successorsuccessor Administrative Agent which appointment shall, which successor agent shall (unless an provided no Default or Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing) exists, be subject to approval by the Borrower (Borrower’s approval, which approval shall not be unreasonably withheld or delayed)delayed (except that the Borrower shall, whereupon such in all events, be deemed to have approved each Lender and any of its Affiliates as a 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 Administrative Agent shall have been so appointed by in accordance with the Required Lenders immediately preceding sentence, and shall have accepted such appointment appointment, within thirty (30) 30 days after (a) the retiring resigning Administrative Agent gives Agent’s giving of notice of its resignation, or (b) the Lenders’ giving of notice of removal, then the retiring resigning or removed Administrative Agent may, on behalf of the Lenders and the Issuing LenderBanks, appoint a successor Administrative Agent Agent, which shall be a bank with Lender, if any Lender shall be willing to serve, and otherwise shall be an office in New York, New York, or an Affiliate of any such bank, which successor agent Eligible Assignee; provided that if the Administrative Agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to notify the Borrower and the Lenders that no Lender has accepted such appointment, then such resignation shall have occurred nonetheless become effective in accordance with such notice and (1) the Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made to each Lender and the Issuing Banks directly until such time as a successor Administrative Agent has been appointed as provided for above in this Section; provided, further that such Lenders and the Issuing Banks so acting directly shall be and be continuing deemed to be protected by all indemnities and other provisions herein for the benefit and protection of the Administrative Agent as if each such lender or (ii) such successor agent is a Lender) be subject to approval by Issuing Bank were itself the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason)Administrative Agent. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring current Administrative Agent, and the retiring current Administrative Agent shall be discharged from its duties and obligations hereunderunder the Loan Documents. The fees payable Any resignation by any Borrower to a successor an Administrative Agent shall also constitute the resignation as an Issuing Bank and as a Swingline Lender by the Lender then acting as Administrative Agent (the “Resigning Lender”). Upon the acceptance of a successor’s appointment as Administrative Agent hereunder (i) the Resigning Lender shall be discharged from all duties and obligations of an Issuing Bank and a Swingline Lender hereunder and under the same other Loan Documents and (ii) any successor Issuing Bank shall issue letters of credit in substitution for all Letters of Credit issued by the Resigning Lender as those payable an Issuing Bank outstanding at the time of such succession (which letters of credit issued in substitutions shall be deemed to its predecessor unless otherwise agreed between be Letters of Credit issued hereunder) or make other arrangements satisfactory to the Resigning Lender to effectively assume the obligations of the Resigning Lender with respect to such Borrower and such successorLetters of Credit. After the any Administrative Agent’s resignation hereunderor removal hereunder as Administrative Agent, the provisions of this Article and Section 10.5 XI. shall continue in effect for the to inure to its benefit of such retiring Administrative Agent in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by under the date that is 30 days following a retiring Administrative Agent’s notice of resignationLoan Documents. Notwithstanding anything contained herein to the contrary, 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 a successor agent is appointed as provided for abovemay assign its rights and duties under the Loan Documents to any of its Affiliates by giving the Borrower and each Lender prior written notice.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ at any time by giving thirty (30) days prior written notice thereof to the Lenders and Borrowers, subject to appointment of a successor Administrative Agent (and such appointees acceptance of appointment) as below provided in this Section 10.10. Additionally, the BorrowerAdministrative Agent may be removed for cause by all of the Lenders (other than the Administrative Agent, if the Administrative Agent is then a Lender), if removal or resignation, as applicable, is requested in writing (which wording must specifically identify the “cause” for removal), and ten (10) days’ prior written notice of removal or resignation is provided to the Administrative Agent and Borrowers. If Upon any such resignation or removal, the Required Lenders shall, on behalf of the Lenders, immediately appoint, as its successor, another Lender; provided that such Lender is a commercial bank or trust company organized under the laws of the United States of America or any State thereof and has a combined capital and surplus of at least Five Hundred Million and No/100 Dollars ($500,000,000.00) (a “Qualifying Person”). In such event, the Administrative Agent’s resignation or removal shall not be effective until the successor Administrative Agent shall have accepted its appointment, provided that if the Administrative Agent shall resign notify the Borrowers that no Qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice, and the retiring Administrative Agent, as the case may be, shall be discharged from its duties and obligations under this Agreement. Upon the acceptance by a successor Administrative Agent of its appointment as the Administrative Agent hereunder, such successor Administrative Agent shall thereupon succeed to and become vested with all of the properties, rights, powers, privileges and duties of the former Administrative Agent, without further act, deed or conveyance. Upon the effective date of resignation or removal of the retiring Administrative Agent and payment of all amounts then due and payable by the Administrative Agent to the Lenders pursuant to this Agreement, such Administrative Agent shall be discharged from its duties under this Agreement and the other Loan Documents. If for any reason, at any time, there is no Administrative Agent hereunder, then upon any during such resignationperiod, the Required Lenders shall have the right to appoint a successor, which successor agent shall (unless an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of exercise the Administrative Agent’s rights and perform its duties hereunder, and except that (a) all notices or other communications required or permitted to be given to 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 given to this Agreement or any holders of the Loans. If no successor shall 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 the Issuing each Lender, appoint a successor Administrative Agent which shall and (b) all payments to be a bank with an office in New York, New York, or an Affiliate of any such bank, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect made to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason). Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower made directly to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between Borrowers or the Lender for whose account such Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.5 shall continue in effect for the benefit of such retiring Administrative Agent in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by the date that payment 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 a successor agent is appointed as provided for abovemade.

Successor Administrative Agent. The Administrative Agent may resign at any time as the Administrative Agent upon 30 days’ under the Loan Documents by giving written notice thereof to the Lenders and the Borrower. If The Administrative Agent may be removed as administrative agent by all of the Lenders (other than the Lender then acting as Administrative Agent) and the Borrower upon 30 days’ prior written notice if (a) the Administrative Agent shall resign as 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 (b) the Lender then acting in the capacity of Administrative Agent under this Agreement and the other Loan Documents, then upon shall be a Defaulting Lender. Upon any such resignationresignation or removal, the Required Requisite Lenders shall have the right to appoint a successorsuccessor Administrative Agent which appointment shall, which successor agent shall (unless an provided no Default or Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing) exists, be subject to approval by the Borrower (Borrower’s approval, which approval shall not be unreasonably withheld or delayed)delayed (except that the Borrower shall, whereupon such in all events, be deemed to have approved each Lender and any of its Affiliates as a 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 Administrative Agent shall have been so appointed by in accordance with the Required Lenders immediately preceding sentence, and shall have accepted such appointment appointment, within thirty (30) days after the retiring current Administrative Agent gives Agent’s giving of notice of its resignationresignation or the Lenders’ removal of the current Administrative Agent, then the retiring current Administrative Agent may, on behalf of the Lenders and the Issuing LenderBanks, appoint a successor Administrative Agent Agent, which shall be a bank with Lender, if any Lender shall be willing to serve, and otherwise shall be an office in New York, New York, or an Affiliate of any such bank, which successor agent Eligible Assignee; provided that if the Administrative Agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to notify the Borrower and the Lenders that no Lender has accepted such appointment, then such resignation or removal shall have occurred nonetheless become effective in accordance with such notice, or, in the case of removal, at the end of such 30-day period and (1) the Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made to each Lender and each Issuing Bank directly, until such time as a successor Administrative Agent has been appointed as provided for above in this Section; provided, further that such Lenders and such Issuing Bank so acting directly shall be and be continuing deemed to be protected by all indemnities and other provisions herein for the benefit and protection of the Administrative Agent as if each such Lender or (ii) such successor agent is a Lender) be subject to approval by Issuing Bank were itself the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason)Administrative Agent. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring current Administrative Agent, and the retiring current Administrative Agent shall be discharged from its duties and obligations hereunderunder the Loan Documents. The fees payable Any resignation by any Borrower to a successor or removal of an Administrative Agent shall also constitute the resignation or removal as an Issuing Bank and as the Swingline Lender by the Lender then acting as the Administrative Agent (the “Resigning Lender”). Upon the acceptance of a successor’s appointment as the Administrative Agent hereunder (i) the Resigning Lender shall be discharged from all duties and obligations of an Issuing Bank and the same Swingline Lender hereunder and under the other Loan Documents and (ii) the successor Issuing Bank shall issue letters of credit in substitution for all Letters of Credit issued by the Resigning Lender as those payable an Issuing Bank outstanding at the time of such succession (which letters of credit issued in substitutions shall be deemed to its predecessor unless otherwise agreed between be Letters of Credit issued hereunder) or make other arrangements satisfactory to the Resigning Lender to effectively assume the obligations of the Resigning Lender with respect to such Borrower and such successorLetters of Credit. After the any Administrative Agent’s resignation hereunderor removal hereunder as the Administrative Agent, the provisions of this Article and Section 10.5 XII shall continue in effect for the to inure to its benefit of such retiring Administrative Agent in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as Administrative Agent. 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 timeunder the Loan Documents. Notwithstanding anything contained herein to the contrary, if any, as a successor agent is appointed as provided for abovethe Administrative Agent may assign its rights and duties under the Loan Documents to any of its Affiliates by giving the Borrower and each Lender prior written notice.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon any such resignation, the Required Lenders shall have appoint from among the right to appoint Lenders a successorsuccessor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8.1(a7.01(b), (c), (h) or Section 8.1(g(i) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which 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 shall 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 the Issuing Lender, 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, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason). Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.5 shall continue in effect for the benefit of such retiring Administrative Agent in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. 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 appoint a successor agent is appointed as provided for above. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Article 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 and the other Loan Documents. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Security 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 or removed Administrative Agent shall be discharged from its duties and obligations under the Loan Documents.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 at any time by giving thirty (30) days’ prior notice to the Lenders and Borrower (provided, however, such resignation shall be effective only upon the Borrowerappointment of a successor Administrative Agent in accordance with the provisions of this Section 11.10). If The Required Lenders, for good cause, may remove Administrative Agent at any time by giving thirty (30) days’ prior notice to the Administrative Agent shall resign as Administrative Agent under this Agreement Agent, the Borrower and the other Loan Documents, then upon Lenders. Upon any such resignationresignation or removal, the Required Lenders shall have the right to appoint a successor, which successor agent shall (unless an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which 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 Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives Agent’s giving notice of its resignationresignation or the Required Lenders’ giving notice of removal, as the case may be, then the retiring Administrative Agent maymay appoint, on behalf of the Lenders Borrower and the Issuing LenderLenders, appoint a successor Administrative Agent. Each such successor Administrative Agent which shall be a bank with financial institution which meets the requirements of an office in New York, New York, or an Affiliate of any such bank, which successor agent shall (unless (i) Eligible Assignee. Unless an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or (ii) such continuing, any successor agent is a Lender) Administrative Agent shall be subject to the prior written approval by of the Borrower (which approval shall will not be withheld unreasonably withheld, conditioned or delayed by the Borrower except for a bona fide valid reasondelayed). Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be hereunder and under the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successorother Credit Documents. After the any retiring Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.5 11 shall continue in effect for the its benefit of such retiring Administrative Agent in respect of any actions taken or omitted to be taken by any of them it while it was acting as Administrative Agent. 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 a successor agent is appointed as provided for abovehereunder.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ notice to the Lenders and the BorrowerCompany. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon any such resignation, the Required Lenders shall have appoint from among the right to appoint Lenders a successorsuccessor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8.1(a8(a) or Section 8.1(g8(f) with respect to the Borrower Company shall have occurred and be continuing) be subject to approval by the Borrower Company (which 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 shall have been so appointed agent has accepted appointment as Administrative Agent by the Required Lenders and shall have accepted such appointment within thirty (30) date that is 30 days after the following a retiring Administrative Agent gives Agent’s notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and with the Issuing Lender, appoint a successor Administrative Agent which shall consent of the Company (such consent not to be a bank with an office in New York, New York, or an Affiliate of any such bankunreasonably withheld and, which successor agent consent, shall (unless (i) not be required if an Event of Default under Section 8.1(a8(a) or Section 8.1(g8(f) with respect to the Borrower Company shall have occurred and be continuing continuing), appoint a successor Administrative Agent, which shall be a commercial bank organized or (ii) such successor agent is licensed under the laws of the United States of America or of any State thereof and having a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason)combined capital and surplus of at least $500,000,000. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successorunder this Agreement. After the any retiring Administrative Agent’s resignation hereunderas Administrative Agent, the provisions of this Article and Section 10.5 9 shall continue in effect for the inure to its benefit of such retiring Administrative Agent in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as Administrative Agent. 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, under this Agreement and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as a successor agent is appointed as provided for aboveother Loan Documents.

Successor Administrative Agent. The (a) Administrative Agent may resign as Administrative Agent upon 30 days’ notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon any such resignation, the Required Lenders shall have the right to resign at any time by giving prior written notice thereof to the Lenders and Borrower and Administrative Agent may be removed at any time after such notice of resignation from the Administrative Agent by an instrument or concurrent instruments in writing delivered to Borrower and Administrative Agent and signed by Requisite Lenders. The Administrative Agent shall have the right, but not the obligation, to appoint a successorfinancial institution to act as Administrative Agent hereunder, which successor agent shall (unless an subject to the reasonable satisfaction of the Requisite Lenders and, so long as no Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the , Borrower (which approval shall such consent by Borrower not to be unreasonably withheld withheld, conditioned or delayed; it being understood that Borrower will be deemed to have provided such consent, in the event that it shall have failed to respond to a consent request made in writing and delivered in accordance with Section 10.1 within 30 days of such delivery), 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 . If 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 shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives provides notice of its resignation, then Administrative Agent’s resignation shall become effective on the 10th Business Day after such notice of resignation. Upon any such notice of resignation or any such removal, if a successor Administrative Agent has not already been appointed by the retiring Administrative Agent mayAgent, on behalf of Requisite Lenders shall have the Lenders and the Issuing Lenderright, upon five (5) Business Days’ notice to Borrower, to appoint a successor Administrative Agent which shall be a bank with an office in New YorkAgent, New Yorksubject to, or an Affiliate of any such bank, which successor agent shall (unless (i) an so long as no Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing continuing, the consent of Borrower to such appointment (such consent by Borrower not to be unreasonably withheld, conditioned or (ii) delayed; provided that in no event shall any successor Administrative Agent be a Defaulting Lender; it being understood that Borrower will be deemed to have provided such successor agent is consent, in the event that it shall have failed to respond to a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reasonconsent request made in writing and delivered in accordance with Section 10.1 within 30 days of such delivery). Upon the acceptance of its appointment as If neither Requisite Lenders nor Administrative Agent hereunder by have appointed a successorsuccessor Administrative Agent, such successor then the Requisite Lenders shall succeed be deemed to have succeeded to, and become vested with with, all the rights, powers, privileges and duties of the retiring Administrative AgentAgent (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the L/C Issuer under any of the Credit Documents, and the retiring or removed Administrative Agent shall be discharged from its continue to hold such collateral security until such time as a successor Administrative Agent is appointed). 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 and obligations hereunderof the retiring or removed Administrative Agent. The fees payable by any Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor predecessor, unless otherwise agreed between such Borrower and such successor. After the any retiring or removed Administrative Agent’s resignation hereunderor removal hereunder as Administrative Agent, the provisions of this Article and Section 10.5 9 shall continue in effect for the inure to its benefit of such retiring Administrative Agent in respect of as to any actions taken or omitted to be taken by any of them it (i) while it was acting Administrative Agent hereunder (but only in its capacity as Administrative Agent. If no successor agent has accepted appointment ) and (ii) after such resignation or removal for as Administrative Agent long as it continues to act in any capacity hereunder or under the other Credit Documents (but only to the extent such acts would customarily be undertaken by the date that is 30 days following a retiring Administrative Agent’s notice ), including in respect of resignation, any actions taken in connection with transferring the retiring agency to any successor 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 a successor agent is appointed as provided for above.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ at any time give notice of its resignation to the Lenders Lenders, the Issuing Lender and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon Upon receipt of any such notice of resignation, the Required Lenders shall have the right right, in consultation with the Borrower, to appoint a successor, which successor agent shall (unless an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which 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 terminateda bank with an office in the United States, without or an Affiliate of any other or further act or deed on such bank with an office in the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the LoansUnited States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment in writing within thirty (30) 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent mayshall, in consultation with the Borrower, appoint a successor Administrative Agent on behalf of the Lenders and the Issuing LenderLender prior to the end of the 60th day from such notice from among any of the Lenders who shall have at such time agreed to act as the successor Administrative Agent and shall have at such time a Commitment of at least $10,000,000 (an “Approved Successor”). If no Lender has a Commitment of at least $10,000,000 (or no Lender whose Commitment is at least $10,000,000 shall agree to accept such appointment), then the retiring Administrative Agent shall, in consultation with the Borrower (unless an Event of Default has occurred and is continuing), appoint any other Lender or any other commercial bank organized under the laws of the United States of America or any State thereof and having a combined capital and surplus of at least $100,000,000 as a successor Administrative Agent. Any appointment of a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to the approval by of the Borrower (Borrower, which approval shall not be unreasonably withheld or delayed by delayed, and shall be given in any event prior to the end of the 60th day from the date of the retiring Administrative Agent’s notice of removal or resignation, provided that during any period in which there exists and is continuing an Event of Default, no consultation with, or approval from, the Borrower except for a bona fide valid reason)with respect to the appointment of an Approved Successor shall be required. Upon the acceptance of its an appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent and any required approval of such successor Administrative Agent by the Borrower in accordance with the terms of this Section, such successor Administrative Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunderas Administrative Agent hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by any the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such the Borrower and such successor. After The Required Lenders may remove the Administrative Agent from its capacity as administrative agent in the event of the Administrative Agent’s willful misconduct or gross negligence. Such removal shall be effective upon appointment and acceptance of a successor Administrative Agent selected by the Required Lenders. Any successor Administrative Agent must satisfy the conditions set forth in this Section 10.8 (including, without limitation, the consultation with, and approval from, the Borrower, to the extent required under this Section 10.8). 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 rights, powers, privileges and duties of the removed Administrative Agent, and the removed Administrative Agent shall be discharged from all further duties and obligations as Administrative Agent under this Agreement and the Loan Documents, provided that the Administrative Agent shall remain liable to the extent provided in the Loan Documents for its actions and omissions occurring prior to such removal. The Commitment of the Lender which is acting as Administrative Agent shall not be taken into account in the calculation of Required Lenders for the purposes of removing Administrative Agent in the event of the Administrative Agent’s willful misconduct or gross negligence. After the retiring or removed Administrative Agent’s resignation hereunderor removal hereunder and under the other Loan Documents, the provisions of this Article and Section 10.5 Sections 11.5 and 11.12 shall continue in effect for the benefit of such retiring or removed Administrative Agent Agent, its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it the retiring or removed Administrative Agent was acting as Administrative Agent. If no successor agent has accepted Any resignation by, or removal of, Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation or removal, as applicable, as Issuing Lender and Swing Loan Lender. Upon the acceptance of a successor’s appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignationhereunder, the retiring Administrative Agent’s resignation (a) such successor shall nevertheless thereupon succeed to and become effective, and the Lenders shall assume and perform vested with all of the rights, powers, privileges and duties of the Administrative Agent retiring or removed Issuing Lender and Swing Loan Lender, (b) the retiring or removed Issuing Lender and Swing Loan Lender shall be discharged from all of their respective duties and obligations hereunder until such timeor under the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring or removed Issuing Lender to effectively assume, at the time of such succession, the obligations of the retiring or removed Issuing Lender with respect to such Letters of Credit. After the retiring Issuing Lender’s and Swing Lender’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Sections 11.5 and 11.12 shall continue in effect for the benefit of such retiring Issuing Lender and Swing Lender, their sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Issuing Lender and Swing Lender were acting as a successor agent is appointed as provided for aboveIssuing Lender and Swing Lender, respectively.

Successor Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent may resign as Administrative Agent upon 30 days’ notice to the Lenders and the Borrower. If provided below, the Administrative Agent may, with the prior written consent of the Borrowers (which consent shall not be required for so long as an Event of Default has occurred and is continuing), resign as Administrative Agent under this Agreement at any time by giving 30 days written notice thereof to the Borrowers and the other Loan Documents, then upon Lenders. Upon any such resignation, the Required Lenders Majority Lenders, with the prior written consent of the Borrowers (which consent shall not be required (x) if the successor Administrative Agent is an Affiliate or Subsidiary of the Administrative Agent on the date hereof or (y) for so long as an Event of Default has occurred and is continuing), shall have the right to appoint a successor, which successor agent Administrative Agent who shall (unless an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties one 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 Lenders unless none of the parties Lenders wishes to this Agreement or any holders of the Loansaccept such appointment. If no successor Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after by the retiring Administrative Agent gives notice time of its such resignation, then the retiring Administrative Agent may, on behalf of the Lenders and with the Issuing Lenderprior written consent of the Borrowers (which consent shall not be required for so long as an Event of Default has occurred and is continuing), appoint a successor Administrative Agent which shall be a bank with organized under the laws of Canada which has combined capital and reserves in excess of Cdn. $250,000,000 and has an office in New York, New York, or an Affiliate of any such bank, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason)Toronto. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, duties and duties obligations of the retiring Administrative Agent, Agent (in its capacity as Administrative Agent but not in its capacity as a Lender) and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower to a successor hereunder (in its capacity as Administrative Agent shall be the same but not in its capacity as those payable to its predecessor unless otherwise agreed between such Borrower and such successora Lender). After any retiring Administrative Agent's resignation hereunder as the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.5 14 shall continue in effect for the its benefit of such retiring Administrative Agent in respect of any actions taken or omitted to be taken by any of them it while it was acting as the Administrative Agent. 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 a successor agent is appointed as provided for above.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ at any time by giving written notice thereof to the Lenders and the Borrower. If , such resignation to be effective upon the appointment of a successor Administrative Agent shall resign as or, if no successor Administrative Agent under this Agreement and the other Loan Documentshas been appointed, then upon any such resignation, the Required Lenders shall have the right to appoint a successor, which successor agent shall (unless an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which 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 shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) sixty days after the retiring Administrative Agent gives notice of its intention to resign. Upon any such resignation, then the retiring Administrative Agent mayRequired Lenders (with the consent of the Borrower unless at the applicable time a Default under Section 7.2, 7.6 (in respect of bankruptcy only) or 7.7 (in respect of bankruptcy only) shall have occurred and be continuing) shall have the right to appoint, on behalf of the Lenders Borrower and the Issuing LenderLenders, appoint a successor Administrative Agent, other than a Disqualified Institution. If no successor Administrative Agent which shall be 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 bank successor Administrative Agent, other than a Disqualified Institution (with an office in New York, New York, or an Affiliate the consent of any such bank, which successor agent shall (the Borrower unless (i) an Event of at the applicable time a Default under Section 8.1(a7.2, 7.6 (in respect of bankruptcy only) or Section 8.1(g7.7 (in respect of bankruptcy only) with respect to the Borrower shall have occurred and be continuing or continuing). Notwithstanding the previous sentence, the Administrative Agent may at any time (iiwith the consent of the Borrower, not to be unreasonably withheld but without the consent of any Lender) appoint any of its Affiliates which is a commercial bank as a successor Administrative Agent hereunder. If the Administrative Agent has resigned and no successor Administrative Agent has been appointed, the Lenders may perform all the duties of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations to the 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 agent is Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be a Lender) be subject to approval by the Borrower (which approval commercial bank having capital and retained earnings of at least $250,000,000 and shall not be withheld or delayed by the Borrower except for a bona fide valid reason)Disqualified Institution. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring resigning Administrative Agent. Upon the effectiveness of the resignation of the Administrative Agent, and the retiring resigning Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be hereunder and under the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successorLoan Documents. After the effectiveness of the resignation of an Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.5 X shall continue in effect for the benefit of such retiring Administrative Agent in respect of any actions taken or omitted to be taken by any of them it while it was acting as Administrative Agent. 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 and under the other Loan Documents. In the event that there is a successor agent is appointed to the Administrative Agent by merger, or the Administrative Agent assigns its duties and obligations to an Affiliate pursuant to this Section 10.12, then the term “Prime Rate” as provided for aboveused in this Agreement shall mean the prime rate, base rate or other analogous rate of the new Administrative Agent.

Successor Administrative Agent. The Administrative Any Agent may resign as Administrative Agent upon 30 days’ at any time by giving written notice thereof to the Lenders Banks and the BorrowerParent. If Upon any such resignation or removal of the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon any such resignationAgent, the Required Lenders Banks shall have the right to appoint a successorsuccessor Administrative Agent, which successor agent shall subject (unless an so long as no Event of Default under Section 8.1(aexists) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing) be subject to approval by consent of the Borrower Parent (which approval consent shall not be unreasonably withheld or delayedwithheld), 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 Administrative Agent shall have been so appointed by the Required Lenders Banks, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Administrative Agent gives Agent’s giving of notice of its resignationresignation or the Required Banks’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing LenderBanks, appoint a successor Administrative Agent Agent, which shall be a commercial bank with an office in New York, New York, organized under the laws of the United States or an Affiliate of any such bank, which successor agent shall (unless (i) an Event State thereof and having a combined capital and surplus of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason)at least $250,000,000. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successor, successor Administrative Agent such successor Administrative Agent shall 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 hereunderunder the Loan Documents. The fees payable by any Borrower to If within 45 days after written notice is given of the retiring Administrative Agent’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 discharged 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 shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successorprovided above. After the Administrative any retiring Agent’s resignation hereunderor removal hereunder as Agent shall have become effective, the provisions of this Article and Section 10.5 VIII shall continue in effect for the inure to its benefit of such retiring Administrative Agent in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as Administrative AgentAgent under this Agreement. If Bank of America ceases to be a Bank hereunder, it shall be deemed to have resigned as Syndication Agent and 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 replacement 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 a successor agent is appointed as provided for abovebe appointed.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon any such resignation, the Required Lenders shall have the right to appoint a successor, which successor agent shall (unless an Event of Default under Section 8.1(a) or Section 8.1(g(g) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which 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 Revolving Loans. If no successor shall 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 the Issuing Lender, 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, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g(g) with respect to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason). Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article Section 9 and Section 10.5 shall continue in effect for the benefit of such retiring Administrative Agent in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. 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 a successor agent is appointed as provided for above.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 10 days’ ' notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon any such resignation, the Required Lenders shall have appoint from among the right to appoint Lenders a successorsuccessor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8.1(a8(a) or Section 8.1(g8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which 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 '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 shall 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 the Issuing Lender, 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, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason). Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.5 shall continue in effect for the benefit of such retiring Administrative Agent in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by the date 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 is appointed 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 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 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 other Loan Documents.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ notice to the Lenders and the Borrower. If at any time the Administrative Agent shall resign deems it advisable, in its sole discretion, it may submit to each of the Lenders a written notice of its resignation as Administrative Agent under this Agreement Agreement, such resignation to be effective upon the earlier of (i) the written acceptance of the duties of the Administrative Agent under the Loan Documents by a successor Administrative Agent and (ii) on the other Loan Documents, then upon 60th day after the date of such notice. Upon any such notice of resignation, the Required Lenders shall have the right to appoint from among the Lenders a successor, which successor agent shall (unless an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which 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 Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment in writing within thirty (30) 45 days after the retiring Administrative Agent gives Agent's giving of notice of its resignation, then the retiring Administrative Agent mayshall, on behalf of in consultation with the Lenders and the Issuing LenderBorrower, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate on behalf of any such bank, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect the Lenders prior to the Borrower end of the 60th day from such notice from among any of the Lenders who shall have occurred at such time a Commitment of at least $15,000,000 (an "Approved Successor"). If no Lender has a Commitment of at least $15,000,000 (or no Lender whose Commitment is at least $15,000,000 shall agree to accept such appointment), then the retiring Administrative Agent shall, in consultation with the Borrower, appoint any other Lender or any other commercial bank organized under the laws of the United States of America or any State thereof and be continuing or (ii) such having a combined capital and surplus of at least $100,000,000 as a successor agent is Administrative Agent. Any appointment of a Lender) successor Administrative Agent shall be subject to the approval by of the Borrower (Borrower, which approval shall not be unreasonably withheld or delayed by delayed, and shall be given in any event prior to the end of the 60th day from the date of the retiring Administrative Agent's notice of resignation, provided that during any period in which either (i) a Competitive Bid Advance is outstanding, or (ii) there exists and is continuing an Event of Default, no approval from the Borrower except for a bona fide valid reason)to the appointment of an Approved Successor shall be required. Upon the acceptance of its an appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent and any required approval of such successor Administrative Agent by the Borrower in accordance with the terms of this Section, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent's rights, powers, privileges and duties as Administrative Agent under the Loan Documents shall be discharged from its duties and obligations hereunderterminated. The fees payable by any Borrower to a successor Administrative Agent and the Lenders shall execute such documents as shall be the same as those payable necessary to its predecessor unless otherwise agreed between effect such Borrower and such successorappointment. After the any retiring Administrative Agent’s 's resignation hereunderhereunder as Administrative Agent, the provisions of this Article and Section 10.5 the Loan Documents shall continue in effect for the inure to its benefit of such retiring Administrative Agent in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by under 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 a successor agent is appointed as provided for aboveLoan Documents.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 10 days’ notice to the Lenders and the Borrower. If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) 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. If the Administrative Agent shall resign or be removed as Administrative Agent under this Agreement and the other Loan Documents, then upon any such resignation, the Required Lenders shall have appoint from among the right to appoint Lenders a successorsuccessor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8.1(a7.1(a) or Section 8.1(g7.1(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which 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 shall 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 the Issuing Lender, 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, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason). Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.5 shall continue in effect for the benefit of such retiring Administrative Agent in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 10 days following a retiring Administrative Agent’s notice of resignationresignation or its removal by the Required Lenders, as applicable, the retiring or removed Administrative Agent’s resignation or removal, as applicable, 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 is appointed as provided for above. After any retiring or removed Administrative Agent’s resignation or removal as Administrative 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 Administrative Agent under this Agreement and the other Loan Documents. Without limiting the foregoing, none of the Lenders shall have or be deemed to have a fiduciary relationship with any other Lender. The Lenders are not partners or co-venturers, and no Lender shall be liable for the acts or omissions of, or (except as otherwise set forth herein in case of the Administrative Agent) authorized to act for, any other Lender.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving 30 days' prior written notice thereof to the other Lenders and NCO Group on behalf of the Borrowers. The Administrative Agent may be removed by the Majority Lenders at any time for cause by such Majority Lenders giving 30 days' prior written notice thereof to the Administrative Agent, the other Lenders and NCO Group on behalf of the Borrowers. Upon any such resignation or removal, the Majority Lenders shall have the right to appoint a successor Administrative Agent with (so long as no Default or Event of Default shall have occurred and then be continuing) the consent of NCO Group on behalf of the Borrowers whose consent shall not be unreasonably withheld or delayed. If no successor Administrative Agent shall have been so appointed and consented to, and shall have accepted such appointment, within 30 days after such notice of resignation or removal, then another Lender shall have the right to become the successor Administrative Agent by giving written notice thereof to NCO Group and the Lenders and if no Lender volunteers to become successor Administrative Agent or fails to give such notice within thirty five (35) days after the retiring Administrative Agent's notice of resignation or removal, then the retiring Administrative Agent may (but shall not be required to) appoint a successor Administrative Agent. Each successor Administrative Agent shall be a Lender if any Lender shall at the time be willing to become the successor Administrative Agent, and if no Lender shall then be so willing, then such successor Administrative Agent shall be an Eligible Institution. Upon the acceptance by a successor Administrative Agent of its appointment as Administrative Agent upon 30 days’ notice to the Lenders and the Borrower. If the hereunder, such successor Administrative Agent shall resign as thereupon succeed to and become vested with all the properties, rights, powers, privileges and duties of the former Administrative Agent in its capacity as such, without further act, deed or conveyance. Upon the effective date of resignation or removal of a retiring Administrative Agent, such Administrative Agent shall be discharged from its duties under this Agreement and the other Loan Documents, then upon any such resignation, the Required Lenders shall have the right to appoint a successor, which successor agent shall (unless an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which 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 shall 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 the Issuing Lender, 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, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason). Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successor. After the Administrative Agent’s resignation hereunder, but the provisions of this Article and Section 10.5 Agreement shall continue in effect for the inure to its benefit of such retiring Administrative Agent in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as Administrative AgentAgent under this Agreement. If and so long as no successor agent has accepted appointment as Administrative Agent shall have been appointed, then any notice or other communication required or permitted to be given 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 shall be sufficiently given if given by the Majority Lenders, all notices or other communications required or permitted to be given to the Administrative Agent shall be given to each Lender, and all payments to be made to the Administrative Agent shall be made directly to the Borrowers or Lender for whose account such time, if any, as a successor agent payment is appointed as provided for abovemade.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ at any time give notice of its resignation to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon Upon receipt of any such notice of resignation, the Required Lenders shall have the right right, absent an Event of Default, with the Borrower’s consent, to appoint a successor; provided that if Xxxxx Fargo Bank, which successor agent N.A. shall (unless an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to resign as Administrative Agent and if the Borrower shall have occurred and request that Citigroup Global Markets Inc., Citibank, N.A., Citicorp USA, Inc. or Citicorp North America, Inc. (or any of their affiliates as may be continuingappropriate to serve in such capacity (“Citi”)) be subject shall agree to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such act as successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and then if Citi shall agree to act in such role, then it is hereby agreed by the term “Administrative Agent” Lenders that Citi shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties succeed 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 Loanshereunder. If no such successor shall 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 the Issuing LenderLenders, appoint a successor Administrative Agent which provided further that if the Administrative Agent shall notify the Borrower and the Lenders that no Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents and (b) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a bank with an office successor Administrative Agent as provided for above in New York, New York, or an Affiliate of any such bank, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason)this paragraph. Upon the acceptance of its a successor’s appointment as Administrative Agent hereunder by a successorhereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this paragraph). The fees payable by any the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunderhereunder and under the other Credit Documents, the provisions of this Article and Section 10.5 9.5 shall continue in effect for the benefit of such retiring Administrative Agent Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it the retiring Administrative Agent was acting as Administrative Agent. 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 a successor agent is appointed as provided for above.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ ' notice to the Lenders and Lenders; provided that any such resignation by Bank of America may, at the Borroweroption of Bank of America, also constitute its resignation as Alternative Rate Lender. If the Administrative Agent shall resign as Administrative Agent resigns under this Agreement and the other Loan Documents, then upon any such resignationAgreement, the Required Lenders shall have appoint from among the right to appoint Lenders a successorsuccessor administrative agent for the Lenders, which successor administrative agent shall (unless be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to (which consent of the Borrower 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, whereupon 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, and, if applicable, Alternative Rate Lender, and the term “respective terms "Administrative Agent” ", and, if applicable, "Alternative Rate Lender" shall mean such successor agent effective upon such appointment and approvaladministrative agent, and, if applicable, alternative rate lender, and the former retiring Administrative Agent’s rights's appointment, powers and duties as Administrative Agent shall be terminated, and, if applicable, the retiring Alternative Rate Lender's rights, powers and duties as such shall be terminated, without any other or further act or deed on the part part, if applicable, of such former Administrative Agent retiring Alternative Rate Lender or any other Lender, other than the obligations of the parties successor Alternative Rate Lender to this Agreement or any holders of the Loans. If no successor shall 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 the Issuing Lender, appoint a successor Administrative Agent which shall be a bank enter into Alternative Rate Agreements with an office in New York, New York, or an Affiliate of any such bank, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or (ii) in substitution for the Alternative Rate Agreements, if any, existing at the time of such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason)succession. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the After any retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be the same 's resignation hereunder as those payable to its predecessor unless otherwise agreed between such Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article IX and Section 10.5 Sections 10.04 and 10.05 shall continue in effect for the inure to its benefit of such retiring Administrative Agent in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as Administrative AgentAgent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date that 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, 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 is appointed as provided for above.

Successor Administrative Agent. The Administrative Agent may xxx resign as Administrative Agent upon 30 at any time by giving not less than thirty (30) days’ prior written notice thereof to the Lenders Xxxxxxx and the BorrowerXxxxxxxx. If the Administrative Agent shall resign as is subject to an Agent-Related Distress Event, either the Requisite Lenders or the Borrower may upon ten (10) days’ prior written notice remove the Administrative Agent under this Agreement and the other Loan Documents, then upon Agent. Upon receipt of any such resignationnotice of resignation or delivery of such removal notice, as applicable, the Required Lenders Requisite Lenders, with the consent of the Borrower shall have the right to appoint a successor, which successor agent shall (unless an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which 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 Administrative Agent shall have been so appointed by the Required Requisite Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives Agent’s giving notice of its resignation or the delivery of such removal notice, then (a) in the case of a resignation, then the retiring Administrative Agent may, on behalf of Xxxxxxx, 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 has combined capital of at least $300,000,000 or (b) in the Lenders and case of removal, the Issuing LenderBorrower may, after consulting with the Requisite Lenders, appoint a successor Administrative Agent which meeting the qualifications set forth above. If no successor Administrative Agent has been appointed pursuant to the foregoing, by the 30th day after the date such notice of resignation or removal was given by the resigning Administrative Agent, the Requisite Lenders or the Borrower, as the case may be, such resignation or removal shall become effective and the Requisite Lenders shall thereafter perform all the duties of Administrative Agent hereunder until such time, if any, as the Requisite Lenders or Borrower appoint a successor Administrative Agent as provided above. Any successor Administrative Agent appointed by Requisite Lenders or Administrative Agent hereunder shall be subject to the approval of Borrower, such approval not to be unreasonably withheld or delayed; provided that such approval shall not be required if a bank with an office in New York, New York, or an Affiliate of any such bank, which successor agent shall (unless (i) an Specified Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason)continuing. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring resigning or removed 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 resigning or removed Administrative Agent’s resignation or removal, and the retiring resigning or removed Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by under this Agreement and the other Loan Documents, except that any Borrower to a successor indemnity, expense reimbursement or other rights in favor of such resigning Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successorcontinue. After the any resigning or removed Administrative Agent’s resignation or removal hereunder, the provisions of this Article and Section 10.5 X shall continue in effect for the inure to its benefit of such retiring Administrative Agent in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as Administrative Agent. 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, under this Agreement and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as a successor agent is appointed as provided for aboveother Loan Documents.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ at any time give notice of its resignation to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon Upon receipt of any such notice of resignation, the Required Lenders shall have the right right, in consultation with the Borrower, to appoint a successor, which successor agent shall (unless an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which 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 terminateda bank with an office in the United States, without or an Affiliate of any other or further act or deed on such bank with an office in the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the LoansUnited States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment in writing within thirty (30) 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent mayshall, on behalf of in consultation with the Lenders and the Issuing LenderBorrower, appoint a successor Administrative Agent which on behalf of the Lenders prior to the end of the 60th day from such notice from among any of the Lenders who shall be have at such time agreed to act as the successor Administrative Agent and shall have at such time a bank Commitment of at least $10,000,000 (an “Approved Successor”). If no Lender has a Commitment of at least $10,000,000 (or no Lender whose Commitment is at least $10,000,000 shall agree to accept such appointment), then the retiring Administrative Agent shall, in consultation with an office in New York, New York, or an Affiliate of any such bank, which successor agent shall the Borrower (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have has occurred and be continuing is continuing), appoint any other Lender or (ii) such any other commercial bank organized under the laws of the United States of America or any State thereof and having a combined capital and surplus of at least $100,000,000 as a successor agent is Administrative Agent. Any appointment of a Lender) successor Administrative Agent shall be subject to the approval by of the Borrower (Borrower, which approval shall not be unreasonably withheld or delayed by delayed, and shall be given in any event prior to the end of the 60th day from the date of the retiring Administrative Agent’s notice of removal or resignation, provided that during any period in which there exists and is continuing an Event of Default, no consultation with, or approval from, the Borrower except for a bona fide valid reason)with respect to the appointment of an Approved Successor shall be required. Upon the acceptance of its an appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent and any required approval of such successor Administrative Agent by the Borrower in accordance with the terms of this Section, such successor Administrative Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunderas Administrative Agent hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by any the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such the Borrower and such successor. After The Supermajority Lenders may remove the Administrative Agent from its capacity as administrative agent in the event of the Administrative Agent’s willful misconduct or gross negligence. Such removal shall be effective upon appointment and acceptance of a successor Administrative Agent selected by the Supermajority Lenders. Any successor Administrative Agent must satisfy the conditions set forth in this Section 10.8 (including, without limitation, the consultation with, and approval from, the Borrower, to the extent required under this Section 10.8). 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 rights, powers, privileges and duties of the removed Administrative Agent, and the removed Administrative Agent shall be discharged from all further duties and obligations as Administrative Agent under this Agreement and the Loan Documents, provided that the Administrative Agent shall remain liable to the extent provided in the Loan Documents for its actions and omissions occurring prior to such removal. The Commitment of the Lender which is acting as Administrative Agent shall not be taken into account in the calculation of Supermajority Lenders for the purposes of removing Administrative Agent in the event of the Administrative Agent’s willful misconduct or gross negligence. After the retiring or removed Administrative Agent’s resignation hereunderor removal hereunder and under the other Loan Documents, the provisions of this Article and Section 10.5 Sections 11.5 and 11.11 shall continue in effect for the benefit of such retiring or removed Administrative Agent Agent, its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it the retiring or removed Administrative Agent was acting as Administrative Agent. 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 a successor agent is appointed as provided for above.

Successor Administrative Agent. The Administrative Agent may resign as at any time by giving 30 days' prior written notice thereof to the other Lender Parties and Genesis (on behalf of the Borrowers). The Administrative Agent upon may be removed by the Required Lenders at any time for cause by such Required Lenders giving 30 days’ ' prior written notice thereof to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and Agent, the other Loan Documents, then upon Lender Parties and Genesis (on behalf of the Borrowers). Upon any such resignationresignation or removal, the Required Lenders shall have the right to appoint a successor, which successor agent shall Administrative Agent with (unless an so long as no Default or Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and then be continuing) be subject to approval by the Borrower consent of Genesis (which approval on behalf of the Borrowers) whose consent 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 Administrative Agent shall have been so appointed by the Required Lenders and consented to, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Administrative Agent gives such notice of its resignationresignation or removal, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Lender, may (but shall not be required to) appoint a successor Administrative Agent. Each successor Administrative Agent which shall be a bank with an office in New YorkLender if any Lender shall at the time be willing to become the successor Administrative Agent, New Yorkand if no Lender shall then be so willing, or an Affiliate of any such bank, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or (ii) then such successor agent is a Lender) Administrative Agent shall be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason)an Eligible Institution. Upon the acceptance by a successor Administrative Agent of its appointment as Administrative Agent hereunder by a successorhereunder, such successor Administrative Agent shall thereupon succeed to and become vested with all the properties, rights, powers, privileges and duties of the former Administrative Agent in its capacity as such, without further act, deed or conveyance. Upon the effective date of resignation or removal of a retiring Administrative Agent, and the retiring such Administrative Agent shall be discharged from its duties under this Agreement and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successor. After the Administrative Agent’s resignation hereunderother Loan Documents, but the provisions of this Article and Section 10.5 Agreement shall continue in effect for the inure to its benefit of such retiring Administrative Agent in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as Administrative AgentAgent under this Agreement. If and so long as no successor agent has accepted appointment as Administrative Agent shall have been appointed, then any notice or other communication required or permitted to be given 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 shall be sufficiently given if given by the Required Lenders, all notices or other communications required or permitted to be given to the Administrative Agent shall be given to each Lender, and all payments to be made to the Administrative Agent shall be made directly to the Loan Party or Lender Party for whose account such time, if any, as a successor agent payment is appointed as provided for abovemade.

Successor Administrative Agent. The Administrative Agent may (i) be removed as administrative agent by all of the Lenders (other than the Lender acting as the Administrative Agent) and the Borrower upon thirty (30) days’ prior written notice if the Administrative Agent 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) resign at any time as Administrative Agent upon 30 days’ under the Loan Documents by giving written notice thereof to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon Upon any such removal or resignation, the Required Requisite Lenders shall have the right to appoint a successorsuccessor Administrative Agent which appointment shall, which successor agent shall (unless an provided no Default or Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing) exists, be subject to approval by the Borrower (Borrower’s approval, which approval shall not be unreasonably withheld or delayed)delayed (except that the Borrower shall, whereupon such in all events, be deemed to have approved each Lender on the Agreement Date and any of its Affiliates as a 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 Administrative Agent shall have been so appointed by in accordance with the Required Lenders immediately preceding sentence, and shall have accepted such appointment appointment, within thirty (30) days after (i) the retiring Administrative Agent gives Lenders’ giving notice of its removal or (ii) the current Administrative Agent’s giving of notice of resignation, then the retiring current Administrative Agent may, on behalf of the Lenders and the Issuing LenderBank, appoint a successor Administrative Agent Agent, which shall be a bank with Lender, if any Lender shall be willing to serve, and otherwise shall be an office in New York, New York, or an Affiliate of any such bank, which successor agent Eligible Assignee; provided that if the Administrative Agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to notify the Borrower and the Lenders that no Lender has accepted such appointment, then such resignation shall have occurred nonetheless become effective in accordance with such notice and (1) the Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent instead shall be made to each Lender and the Issuing Bank directly, until such time as a successor Administrative Agent has been appointed as provided for above in this Section; provided, further that such Lenders and the Issuing Bank so acting directly shall be and be continuing deemed to be protected by all indemnities and other provisions herein for the benefit and protection of the Administrative Agent as if each such Lender or (ii) such successor agent is a Lender) be subject to approval by Issuing Bank were itself the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason)Administrative Agent. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring current Administrative Agent, and the retiring current Administrative Agent shall be discharged from its duties and obligations hereunderunder the Loan Documents. The fees payable Any resignation by any Borrower to an Administrative Agent shall also constitute the resignation as the Issuing Bank and as the Swingline Lender by the Lender then acting as Administrative Agent (the “Resigning Lender”). Upon the acceptance of a successor’s appointment as Administrative Agent hereunder (i) the Resigning Lender shall be discharged from all duties and obligations of the Issuing Bank and the Swingline Lender hereunder and under the other Loan Documents and (ii) the successor Administrative Agent (or such Revolving Lender as specified thereby if the successor Administrative Agent is not a Revolving Lender) (A) shall thereafter act as Swingline Lender and shall make arrangements satisfactory to the Resigning Lender to effectively purchase or assume the obligations of the Resigning Lender with respect to any Swingline Loans then outstanding, and (B) in its capacity as Issuing Bank, shall issue letters of credit in substitution for all Letters of Credit, issued by the Resigning Lender, as Issuing Bank, outstanding at the time of such succession (which letters of credit issued in substitution shall be deemed to be Letters of Credit issued hereunder) or make other arrangements satisfactory to the same as those payable Resigning Lender to its predecessor unless otherwise agreed between effectively assume the obligations of the Resigning Lender with respect to such Borrower and such successorLetters of Credit. After the any Administrative Agent’s removal or resignation hereunderhereunder as Administrative Agent, the provisions of this Article and Section 10.5 XII shall continue in effect for the to inure to its benefit of such retiring Administrative Agent in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by under the date that is 30 days following a retiring Administrative Agent’s notice of resignationLoan Documents. Notwithstanding anything contained herein to the contrary, 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 may assign its rights and duties under the Loan Documents to any of its Affiliates by giving the Borrower and each Lender prior written notice. Any successor Administrative Agent shall be a successor agent is appointed as provided for aboveUnited States person within the meaning of Section 7701(a)(30) of the Internal Revenue Code.

Successor Administrative Agent. (a) The Administrative Agent may resign as Administrative Agent upon at any time by giving 30 days’ prior written notice to the Lenders Lenders, the Issuing Banks and the Borrower; provided that if no successor agent is appointed in accordance with the terms set forth below within such 30-day period, the Administrative Agent’s resignation shall not be effective until the earlier to occur of (i) the date of the appointment of the successor agent (and acceptance thereof by such successor Administrative Agent) or (ii) the date that is specified in such notice (which shall be no earlier than 30 days after the date thereof) (or such later date as the resigning Administrative Agent may agree). The retiring Agent shall be automatically and unconditionally discharged from its duties and obligations hereunder and under the other Loan Documents (other than any duty or obligation under Section 9.13) in its capacity as Issuing Bank and Swingline Lender. If the Administrative Agent shall resign is a Defaulting Lender or an Affiliate of a Defaulting Lender, either the Required Lenders or the Borrower may, upon ten days’ notice, remove the Administrative Agent; provided that if no successor agent is appointed in accordance with the terms set forth below within such 30-day period, the Administrative Agent’s removal shall, at the option of the Borrower, not be effective until the earlier to occur of (A) the date of the appointment of the successor agent or (B) the last day of such 30-day period (or such later date as Administrative Agent under this Agreement and the other Loan Documents, then upon Borrower may agree). Upon receipt of any such resignationnotice of resignation or delivery of any such notice of removal, the Required Lenders shall have the right to appoint a successorright, which successor agent shall (unless an Event with the consent of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not to 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 shall 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 the Issuing Lender, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such commercial bank, which successor agent shall (unless (i) trust company or other Person acceptable to the Borrower, in each case, with offices in the US having combined capital and surplus in excess of $1,000,000,000; provided, that during the existence of an Event of Default under Section 8.1(a7.01(a) or Section 8.1(g) or, with respect to the Borrower, Sections 7.01(f) or (g), no consent of the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason). Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.5 shall continue in effect for the benefit of such retiring Administrative Agent in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. 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 a successor agent is appointed as provided for aboverequired.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ ' notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon any such resignation, the Required Lenders shall have appoint from among the right to appoint Lenders a successorsuccessor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8.1(a8(a) or Section 8.1(g8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval approved by the Borrower (which 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 '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 shall 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 the Issuing Lender, 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, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason). Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.5 shall continue in effect for the benefit of such retiring Administrative Agent in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by the date 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, 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 is appointed 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 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 other Loan Documents.

Successor Administrative Agent. The Administrative Agent may (i) be removed as administrative agent by all of the Lenders (other than the Lender acting as the Administrative Agent) and the Borrower upon thirty (30) days’ prior written notice if the Administrative Agent 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) resign at any time as Administrative Agent upon 30 days’ under the Loan Documents by giving written notice thereof to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon Upon any such removal or resignation, the Required Requisite Lenders shall have the right to appoint a successorsuccessor Administrative Agent which appointment shall, which successor agent shall (unless an provided no Default or Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing) exists, be subject to approval by the Borrower (Borrower’s approval, which approval shall not be unreasonably withheld or delayed)delayed (except that the Borrower shall, whereupon such in all events, be deemed to have approved each Lender on the Agreement Date and any of its Affiliates as a 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 Administrative Agent shall have been so appointed by in accordance with the Required Lenders immediately preceding sentence, and shall have accepted such appointment appointment, within thirty (30) days after (i) the retiring Administrative Agent gives Lenders’ giving notice of its removal or (ii) the current Administrative Agent’s giving of notice of resignation, then the retiring current Administrative Agent may, on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Administrative Agent Agent, which shall be a bank with Lender, if any Lender shall be willing to serve, and otherwise shall be an office in New York, New York, or an Affiliate of any such bank, which successor agent Eligible Assignee; provided that if the Administrative Agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to notify the Borrower and the Lenders that no Lender has accepted such appointment, then such resignation shall have occurred nonetheless become effective in accordance with such notice and (1) the Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent instead shall be made to each Lender directly, until such time as a successor Administrative Agent has been appointed as provided for above in this Section; provided, further that such Lenders so acting directly shall be and be continuing or (ii) deemed to be protected by all indemnities and other provisions herein for the benefit and protection of the Administrative Agent as if each such successor agent is a Lender) be subject to approval by Lender were itself the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason)Administrative Agent. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring current Administrative Agent, and the retiring current Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be under the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successorLoan Documents. After the any Administrative Agent’s removal or resignation hereunderhereunder as Administrative Agent, the provisions of this Article and Section 10.5 XII shall continue in effect for the to inure to its benefit of such retiring Administrative Agent in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by under the date that is 30 days following a retiring Administrative Agent’s notice of resignationLoan Documents. Notwithstanding anything contained herein to the contrary, 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 may assign its rights and duties under the Loan Documents to any of its Affiliates by giving the Borrower and each Lender prior written notice. Any successor Administrative Agent shall be a successor agent is appointed as provided for aboveUnited States person within the meaning of Section 7701(a)(30) of the Internal Revenue Code.

Successor Administrative Agent. (a) The Administrative Agent may shall have the right to resign as Administrative Agent upon 30 at any time by giving thirty days’ prior written notice thereof to the Lenders Lenders, the Issuing Banks and the Borrower. If the Administrative Agent shall resign as is no longer a Revolving Lender or an Issuing Bank, the Administrative Agent under this Agreement may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Borrower and Administrative Agent and signed by the other Loan DocumentsRequired Lenders. If the Administrative Agent or the Required Lenders, then upon as applicable, deliver any such resignationnotice of resignation or removal, the Required Lenders shall have the right to appoint a successorfinancial institution which shall be a commercial bank, which successor agent shall trust company or other Person reasonably acceptable to the Borrower with offices in the U.S. having combined capital and surplus in excess of $1,000,000,000 or the Lender Representative to act as the Administrative Agent hereunder, subject to the consent of the Borrower (unless such consent not to be unreasonably withheld or delayed); provided, that during the existing and during the continuation of an Event of Default under Section 8.1(a) 7.01(a), or Section 8.1(g) with respect to the Borrower, Sections 7.01(f) or (g), no consent of the Borrower shall have occurred be required. The Administrative Agent’s resignation shall become effective on the earliest of (i) thirty (30) days after delivery of the notice of resignation (regardless of whether a successor has been appointed or not), and be continuing(ii) be subject to approval the acceptance of such successor Administrative Agent by the Borrower and the Required Xxxxxxx. Upon any such notice of resignation (which approval or such later date as the Administrative Agent may reasonably agree), if a successor Administrative Agent has not already been appointed by the retiring Administrative Agent, Required Lenders shall have the right, upon five Business Days’ notice to the Borrower, to appoint a successor Administrative Agent with the consent of the Borrower (such consent not be unreasonably withheld or delayed), whereupon such ) which 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 shall 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 the Issuing Lender, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such commercial bank, which successor agent shall (unless (i) trust company or other Person reasonably acceptable to the Borrower with offices in the U.S. having combined capital and surplus in excess of $1,000,000,000 or the Lender Representative; provided, that during the existing and during the continuation of an Event of Default under Section 8.1(a) 7.01(a), or Section 8.1(g) with respect to the Borrower, Sections 7.01(f) or (g), no consent of the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason). Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.5 shall continue in effect for the benefit of such retiring Administrative Agent in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. 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 a successor agent is appointed as provided for aboverequired.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 10 days’ notice to the Lenders and the BorrowerLenders. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon any such resignation, the Required Majority Lenders shall have appoint from among the right to appoint Lenders a successorsuccessor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower provided that it shall have occurred and be continuing) be subject to approval been approved by the Borrower (which approval shall not be unreasonably withheld or delayedBorrower), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent hereunder. Upon the earlier of (i) the 10 day period following the Administrative Agent’s notice of resignation to the Lenders and (ii) the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The term “Administrative Agent” shall mean such successor agent effective upon such appointment and approvalagent, 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 shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the After any retiring Administrative Agent gives notice Agent’s resignation as Administrative Agent, the provisions of this Section 11 shall inure to its resignation, then the retiring benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent may, on behalf of the Lenders under this Agreement and the Issuing Lender, appoint a successor other Loan Documents. Any resignation by Bank of America as Administrative Agent which pursuant to this section shall be a bank with an office in New York, New York, or an Affiliate of any such bank, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred also constitute its resignation as Issuing Lender and be continuing or (ii) such successor agent is a Swingline Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason). Upon the acceptance of its a successor’s appointment as Administrative Agent hereunder by a successorhereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative AgentIssuing Lender and Swingline Lender, and (b) the retiring Administrative Agent Issuing Lender and Swingline Lender shall be discharged from its all of their respective duties and obligations hereunder. The fees payable by any Borrower to a hereunder or under the other Loan Documents, and (c) the successor Administrative Agent Issuing Lender shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions issue letters of this Article and Section 10.5 shall continue credit in effect substitution for the benefit Letters of such retiring Administrative Agent in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. 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 timeCredit, if any, as a successor agent is appointed as provided for aboveoutstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit.

Successor Administrative Agent. (a) The Administrative Agent may resign as Administrative Agent upon 30 days’ at any time give notice of its resignation to the Lenders Lenders, the L/C Issuer and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon Upon receipt of any such notice of resignation, the Required Lenders shall have the right right, in consultation with the Borrower, to appoint a successor, which successor agent shall (unless an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which 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 terminateda bank with an office in the United States, without or an Affiliate of any other or further act or deed on such bank with an office in the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the LoansUnited States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, may on behalf of the Lenders and the Issuing LenderL/C Issuer, appoint a successor Administrative Agent which meeting the qualifications set forth above; provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Administrative Agent shall be a bank with an office discharged from its duties and obligations hereunder and under the other Loan Documents (except that in New York, New York, or an Affiliate the case of any such bank, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to approval collateral security held by the Borrower Administrative Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (which approval b) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall not instead be withheld made by or delayed by to each Lender and the Borrower except L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for a bona fide valid reason)above in this Section. Upon the acceptance of its a successor’s appointment as Administrative Agent hereunder by a successorhereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by any the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunderhereunder and under the other Loan Documents, the provisions of this Article and Section 10.5 10.04 shall continue in effect for the benefit of such retiring Administrative Agent Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it the retiring Administrative Agent was acting as Administrative Agent. If no successor agent has accepted Any resignation by Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation as L/C Issuer and Swing Line Lender. Upon the acceptance of a successor’s appointment as Administrative Agent by the date that 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 assume and perform vested with all of the rights, powers, privileges and duties of the Administrative Agent retiring L/C Issuer and Swing Line Lender, (ii) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder until such timeor under the other Loan Documents, and (iii) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, as a successor agent is appointed as provided for aboveoutstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ notice to at any time by notifying the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon Upon any such resignation, the Required Lenders shall have the right to appoint a successorright, which successor agent shall (with the consent of Borrower unless an Event of Default under Section 8.1(aclause (a), (b), (h) or (i) of Section 8.1(g) with respect to the Borrower shall have 7.01 has occurred and be is continuing) be subject , to approval by the Borrower (which 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 Loansappoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent maymay (but shall not be obligated to), on behalf of the Lenders and the Issuing LenderLenders, 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; provided that if the Administrative Agent shall notify the Borrower that no qualifying Person has accepted such appointment, which successor agent such resignation shall (unless nonetheless become effective in accordance with such notice and (i) an Event of Default the resigning Administrative Agent shall be discharged from its duties and obligations hereunder and under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or other Loan Documents, (ii) such successor agent is a Lender) all payments, communications and determinations provided to be subject made by, to approval or through the Administrative Agent shall instead be made by or to each Lender directly (and each Lender will cooperate with the Borrower (which approval shall not be withheld or delayed by to enable the Borrower except to take such actions), until such time as the Required Lenders or the Borrower, as applicable, appoint a successor Administrative Agent, as provided for above in this Section 8.07 and (iii) the Required Lenders shall thereafter perform all the duties of such Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a bona fide valid reason)successor Administrative Agent. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.5 9.03 shall continue in effect for the benefit of such retiring Administrative Agent Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. 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 a successor agent is appointed as provided for above.

Successor Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent as provided below, the Administrative Agent may resign as Administrative Agent upon 30 days’ notice to at any time by notifying the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon Upon any such resignation, the Required Lenders shall have the right to appoint a successor, which successor agent shall (unless an Event of Default under Section 8.1(a) or Section 8.1(g) with respect such successor to the Borrower shall have occurred and be continuing) be subject to approval approved by the Borrower (which Borrower, such approval shall not to be unreasonably withheld or delayed); provided, whereupon however, if an Event of Default shall exist at such successor agent shall succeed to the rightstime, powers and duties no approval 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 Borrower 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 Loansrequired). If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing LenderLenders, 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. If no successor Administrative Agent has been appointed pursuant to the immediately preceding sentence by the 30th day after the date such notice of resignation was given by the Administrative Agent, which the Administrative Agent’s resignation shall become effective and the Required Lenders shall thereafter perform all the duties of the Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor agent shall Administrative Agent. If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (unless d) 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 appoint a successor (i) such successor to be approved by the Borrower, such approval not to be unreasonably withheld or delayed; provided, however, if an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to shall exist at such time, no approval of the Borrower shall have occurred and be continuing or (ii) required). If no such successor agent is a Lender) be subject to approval shall have been so appointed by the Borrower Required 89 Lenders and shall have accepted such appointment within 30 days (which approval or such earlier day as shall not be withheld or delayed agreed by the Borrower except for a bona fide valid reasonRequired Lenders), then such removal shall nonetheless become effective in accordance with such notice on such date. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.5 9.03 shall continue in effect for the benefit of such retiring Administrative Agent Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. 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 a successor agent is appointed as provided for above.

Successor Administrative Agent. The Administrative Agent may (i) resign as Administrative Agent upon 30 days’ under the Loan Documents at any time by giving written notice thereof to the Lenders and the Borrower. If the Administrative Agent shall resign Borrower or (ii) be removed as Administrative Agent under this Agreement and the Loan Documents if (x) the Administrative Agent is a Defaulting Lender or (y) for any acts or omissions of the Administrative Agent that constitute gross negligence or willful misconduct of the Administrative Agent, in each case by the Requisite Lenders (other Loan Documents, than the Lender then acting as the Administrative Agent) upon not less than 30 days’ prior written notice to the Administrative Agent. Upon any such resignationresignation or removal, the Required Requisite Lenders (other than the Lender then acting as the Administrative Agent in the case of the removal of the Administrative Agent under the immediately preceding sentence) shall have the right to appoint a successorsuccessor Administrative Agent which appointment shall, which successor agent shall (unless an provided no Default or Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing) exists, be subject to approval by the Borrower (Borrower’s approval, which approval shall not be unreasonably withheld or delayed)delayed (except that the Borrower shall, whereupon such in all events, be deemed to have approved each Lender and any of its Affiliates as a 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 Administrative Agent shall have been so appointed by in accordance with the Required Lenders immediately preceding sentence, and shall have accepted such appointment appointment, within thirty (30) days after the retiring resigning Administrative Agent gives Agent’s giving of notice of its resignationresignation or the Lenders’ removal of the Administrative Agent, then the retiring resigning or removed Administrative Agent may, on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Administrative Agent Agent, which shall be a bank with Lender, if any Lender shall be willing to serve, and otherwise shall be an office in New York, New York, or an Affiliate of any such bank, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason)Eligible Assignee. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent, and the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunderunder the Loan Documents. The fees payable by any Borrower to a Such successor Administrative Agent shall be issue letters of credit in substitution for the same as those payable Letters of Credit, if any, outstanding at the time of such succession or shall make other arrangements satisfactory to its predecessor unless otherwise agreed between the current Administrative Agent, in either case, to assume effectively the obligations of the current Administrative Agent with respect to such Borrower and such successorLetters of Credit. After the any Administrative Agent’s resignation hereunderor removal hereunder as Administrative Agent, the provisions of this Article and Section 10.5 XI. shall continue in effect for the to inure to its benefit of such retiring Administrative Agent in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by under the date that is 30 days following a retiring Administrative Agent’s notice of resignationLoan Documents. Notwithstanding anything contained herein to the contrary, 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 a successor agent is appointed as provided for abovemay assign its rights and duties under the Loan Documents to any of its Affiliates by giving the Borrower and each Lender prior written notice.

Successor Administrative Agent. The Administrative Agent may (a) resign at any time as Administrative Agent upon 30 days’ under the Loan Documents by giving written notice thereof to the Lenders and the Borrower. If Borrower or (b) be removed as administrative agent by all of the Lenders (other than the Lender then acting as Administrative Agent) upon 30 days’ prior written notice if the Administrative Agent shall resign as Administrative Agent under this Agreement and (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 other Loan Documentscourse of performing its duties hereunder or (ii) has become or is insolvent or has become the subject of a bankruptcy or insolvency proceeding, then upon 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 resignationproceeding or appointment. Upon any such resignation or removal, the Required Requisite Lenders shall have the right to appoint a successorsuccessor Administrative Agent which appointment shall, which successor agent shall (unless an provided no Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing) exists, be subject to approval by the Borrower (Borrower’s approval, which approval shall not be unreasonably withheld or delayed)delayed (except that the Borrower shall, whereupon such in all events, be deemed to have approved each Lender and any of its Affiliates as a 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 Administrative Agent shall have been so appointed by in accordance with the Required Lenders immediately preceding sentence, and shall have accepted such appointment appointment, within thirty (30) 30 days after (a) the retiring resigning Administrative Agent gives Agent’s giving of notice of its resignation, or (b) the Lenders’ giving of notice of removal, then the retiring resigning or removed Administrative Agent may, on behalf of the Lenders and the Issuing LenderBanks, appoint a successor Administrative Agent Agent, which shall be a bank with Lender, if any Lender shall be willing to serve, and otherwise shall be an office in New York, New York, or an Affiliate of any such bank, which successor agent Eligible Assignee; provided that if the Administrative Agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to notify the Borrower and the Lenders that no Lender or Eligible Assignee has accepted such appointment, then such resignation shall have occurred nonetheless become effective in accordance with such notice and (1) the Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made to each Lender and each Issuing Bank directly, until such time as a successor Administrative Agent has been appointed as provided for above in this Section; provided, further that such Lenders and such Issuing Banks so acting directly shall be and be continuing deemed to be protected by all indemnities and other provisions herein for the benefit and protection of the Administrative Agent as if each such Lender or (ii) such successor agent is a Lender) be subject to approval by Issuing Bank were itself the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason)Administrative Agent. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring current Administrative Agent, and the retiring current Administrative Agent shall be discharged from its duties and obligations hereunderunder the Loan Documents. The fees payable Any resignation by any Borrower to a successor an Administrative Agent shall also constitute the resignation as an Issuing Bank and as the Swingline Lender by the Lender then acting as Administrative Agent (the “Resigning Lender”). Upon the acceptance of a successor’s appointment as Administrative Agent hereunder (i) the Resigning Lender shall be discharged from all duties and obligations of an Issuing Bank and the same Swingline Lender hereunder and under the other Loan Documents and (ii) the successor Issuing Bank shall issue letters of credit in substitution for all Letters of Credit issued by the Resigning Lender as those payable Issuing Bank outstanding at the time of such succession (which letters of credit issued in substitutions shall be deemed to its predecessor unless otherwise agreed between be Letters of Credit issued hereunder) or make other arrangements satisfactory to the Resigning Lender to effectively assume the obligations of the Resigning Lender with respect to such Borrower and such successorLetters of Credit. After the any Administrative Agent’s resignation hereunderor removal hereunder as Administrative Agent, the provisions of this Article and Section 10.5 XI. shall continue in effect for the to inure to its benefit of such retiring Administrative Agent in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by under the date that is 30 days following a retiring Administrative Agent’s notice of resignationLoan Documents. Notwithstanding anything contained herein to the contrary, 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 a successor agent is appointed as provided for abovemay assign its rights and duties under the Loan Documents to any of its Affiliates by giving the Borrower and each Lender prior written notice.

Successor Administrative Agent. The Administrative Agent Société Générale may resign as Administrative Agent upon 30 days’ ' notice to the Lenders, the Security Agent and the Borrower and the Required Lenders may at any time remove the Administrative Agent without cause upon 30-days' notice in writing signed by the Required Lenders and delivered to the Administrative Agent, the Security Agent and the Borrower, such resignation or removal to be effective on the later of the date specified in such notice or the date on which a successor agent is appointed hereunder. If the Administrative Agent shall Société Générale should resign or be removed as Administrative Agent under this Agreement and the other Loan Documents, then upon any such resignation, the Required Lenders shall have appoint from among the right to appoint Lenders a successorsuccessor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8.1(a) or Section 8.1(g8.1(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which 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 '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 shall 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 the Issuing Lender, 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, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason). Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.5 shall continue in effect for the benefit of such retiring Administrative Agent in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s 's notice of resignationresignation or the Required Lenders' notice of removal, the retiring Administrative Agent’s 's resignation or its 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 is appointed as provided for above. After any retiring Administrative Agent's resignation or removal 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 other Loan Documents.

Successor Administrative Agent. The Administrative Agent may resign at any time as Administrative Agent upon 30 days’ under the Loan Documents by giving written notice thereof to the Lenders and the Borrower. If Upon 30 days’ prior written notice to the Administrative Agent, the Administrative Agent shall resign may be removed as Administrative Agent under the Loan Documents by the Requisite Lenders (other than the Lender then acting as Administrative Agent) for any acts or omissions of the Administrative Agent in connection with its duties set forth in this Agreement and or the other Loan Documents, then upon Documents that constitute gross negligence or willful misconduct. Upon any such resignationresignation or removal, the Required Requisite Lenders (other than the Lender then acting as the Administrative Agent in the case of the removal of the Administrative Agent under the immediately preceding sentence) shall have the right to appoint a successorsuccessor Administrative Agent which appointment shall, which successor agent shall (unless an provided no Default or Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing) exists, be subject to approval by the Borrower (Borrower’s approval, which 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 Administrative Agent shall have been so appointed by in accordance with the Required Lenders immediately preceding sentence, and shall have accepted such appointment appointment, within thirty (30) days after the retiring current Administrative Agent gives Agent’s giving of notice of resignation or its resignationremoval, then the retiring current Administrative Agent may, on behalf of the Lenders and the Issuing LenderBanks, appoint a successor Administrative Agent Agent, which shall be a bank with Lender, if any Lender shall be willing to serve, and otherwise shall be an office in New York, New York, or an Affiliate of any such bank, which successor agent Eligible Assignee; provided that if the Administrative Agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to notify the Borrower and the Lenders that no Lender has accepted such appointment, then such resignation shall have occurred nonetheless become effective in accordance with such notice and (1) the Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made to or by each Lender and each Issuing Bank directly, until such time as a successor Administrative Agent has been appointed as provided for above in this Section; provided, further that such Lenders and such Issuing Banks so acting directly shall be and be continuing deemed to be protected by all indemnities and other provisions herein for the benefit and protection of the Administrative Agent as if each such Lender or (ii) each such successor agent is a Lender) be subject to approval by Issuing Bank were itself the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason)Administrative Agent. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring current Administrative Agent, and the retiring current Administrative Agent shall be discharged from its duties and obligations hereunderunder the Loan Documents. The fees payable Any resignation by any Borrower to a successor the Administrative Agent shall also constitute the resignation as an Issuing Bank by the Lender then acting as Administrative Agent (the “Resigning Lender”). Upon the acceptance of a successor’s appointment as Administrative Agent hereunder (i) the Resigning Lender shall be discharged from all duties and obligations of an Issuing Bank hereunder and under the same other Loan Documents and (ii) any successor Issuing Bank shall issue letters of credit in substitution for all Letters of Credit issued by the Resigning Lender as those payable an Issuing Bank outstanding at the time of such succession (which letters of credit issued in substitutions shall be deemed to its predecessor unless otherwise agreed between be Letters of Credit issued hereunder) or make other arrangements satisfactory to the Resigning Lender to effectively assume the obligations of the Resigning Lender with respect to such Borrower and such successorLetters of Credit. After the any Administrative Agent’s resignation hereunderor removal hereunder as Administrative Agent, the provisions of this Article and Section 10.5 X shall continue in effect for the to inure to its benefit of such retiring Administrative Agent in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by under the date that is 30 days following a retiring Administrative Agent’s notice of resignationLoan Documents. Notwithstanding anything contained herein to the contrary, the retiring Administrative Agent’s Agent may assign its rights and duties under the Loan Documents to any of its Affiliates by giving the Borrower and each Lender prior written notice. The resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties or removal of the Administrative Agent, or the assignment by the Administrative Agent hereunder until such time, if anyof its rights and duties under the Loan Documents, as provided in this Section shall have no effect on the obligations as a successor agent is appointed “Lender” of the Lender then acting as provided for abovethe Administrative Agent.

Successor Administrative Agent. The Administrative Agent may resign at any time as Administrative Agent upon 30 days’ under the Loan Documents by giving written notice thereof to the Lenders and the Borrower. If In the event (a) of Administrative Agent’s gross negligence or willful misconduct or (b) Administrative Agent, at any time, ceases to maintain a Pro Rata Share equal to or greater than the Pro Rata Share of each other Lender, the Administrative Agent shall resign may be removed as Administrative Agent under this Agreement and the Loan Documents at any time by Requisite Lenders (other Loan Documents, then than the Administrative Agent as a “Lender”) upon thirty (30) day’s prior notice. Upon any such resignationresignation or removal, the Required Requisite Lenders (which, in the case of the removal of the Administrative Agent as provided in the immediately preceding sentence, shall be determined without regard to the Commitment of the Lender then acting as Administrative Agent) shall have the right to appoint a successorsuccessor Administrative Agent which appointment shall, which successor agent shall (unless an provided no Default or Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing) exists, be subject to approval by the Borrower (Borrower’s approval, which approval shall not be unreasonably withheld or delayed)delayed (except that the Borrower shall, whereupon such in all events, be deemed to have approved each Lender as a 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 Administrative Agent shall have been so appointed by in accordance with the Required Lenders immediately preceding sentence, and shall have accepted such appointment appointment, within thirty (30) days after the retiring resigning Administrative Agent gives Agent’s giving of notice of its resignationresignation or the Lenders’ removal of the resigning Administrative Agent, then the retiring resigning or removed Administrative Agent may, on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Administrative Agent Agent, which shall be a bank with Lender, if any Lender shall be willing to serve, and otherwise shall be an office in New York, New York, or an Affiliate of any such bank, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason)Eligible Assignee. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be under the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successorLoan Documents. After the any Administrative Agent’s resignation hereunderor removal hereunder as Administrative Agent, the provisions of this Article and Section 10.5 XII shall continue in effect for the to inure to its benefit of such retiring Administrative Agent in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by under 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 a successor agent is appointed as provided for aboveLoan Documents.

Successor Administrative Agent. The Administrative (a) Any Agent may resign as Administrative Agent upon 30 days’ ' prior written notice to the Lenders and to the BorrowerCompany. Such Agent may be replaced by the Required Lenders if it or one of its Affiliates shall become a Defaulting Lender. If the Administrative Agent shall resign as Administrative an Agent under this Agreement and any Facility resigns or is replaced, the Agents under the other Loan Documents, then upon any such resignationFacilities shall also be deemed to have resigned and need to be replaced. If an Agent resigns or is replaced under this Agreement, the Required Lenders shall have appoint from among the right to appoint Lenders a successorsuccessor administrative agent or collateral agent, as applicable, for the Lenders under each Facility, which successor agent shall (unless be consented to by the Company at all times other than during the existence of an Event of Default under Section 8.1(a) 10.01 or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower 10.05 (which approval consent of the Company shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of an Agent, whereupon such Agent may appoint (if it resigns but not if it is replaced), after consulting with the Lenders and with the consent of the Company at all times other than during the existence of an Event of Default under Section 10.01 or 10.05 (with respect to the Company), a successor agent from among the Lenders under each Facility; provided that any such successor agent shall be either a domestic office of a commercial bank organized under the Requirements of Law of the United States or any State thereof, or a United States branch of a bank that is organized under the Requirements of Law of another jurisdiction, in either case which has a combined capital and surplus of at least $500,000,000. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the Administrative Agent, retiring Agent and the term “"Administrative Agent” " and/or "Collateral Agent" shall mean such successor agent effective upon such appointment and approval, and the former Administrative retiring or replaced Agent’s rights's appointment, 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 shall 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 the Issuing Lender, 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, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason). Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successor. After the Administrative any retiring or replaced Agent’s 's resignation hereunderor replacement hereunder as Agent, the provisions of this Article Section 11 and Section 10.5 12.01 shall continue in effect for the inure to its benefit of such retiring Administrative Agent in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as Administrative AgentAgent under this Agreement. If no successor agent has accepted appointment as Administrative Agent by the date that which is 30 days following a retiring Administrative or replaced Agent’s 's notice of resignationresignation or its replacement, the retiring Administrative or replaced Agent’s 's resignation or replacement 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 is appointed as provided for aboveabove (except that in the case of any Collateral held by the Collateral Agent on behalf of the Lenders or each Issuing Bank under any of the Credit Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed).

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ at any time by giving written notice thereof to the Lenders and the BorrowerBorrower and may be removed at any time with or without cause by the Required Lenders. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon Upon any such resignationresignation or removal, the Required Lenders shall have the right to appoint a successorsuccessor Administrative Agent, which successor agent shall be (unless an Event of i) a Lender or (ii) if no Lender shall accept appointment as the Administrative Agent within 30 days after such resignation or removal, any other Person, which Person, so long as no Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing) , shall be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed reasonably acceptable 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 LoansBorrower. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Administrative Agent gives Agent's giving of notice of its resignationresignation or the Required Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Administrative Agent Agent, which shall be a bank with an office in New York, New York, or an Affiliate of any such bank, which successor agent shall (unless (i) an Event of a Lender or (ii) any other Person, which Person, so long as no Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) continuing, shall be subject reasonably acceptable to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason)Borrower. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor 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 hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successorunder this Agreement. After the any retiring Administrative Agent’s 's resignation hereunderor removal hereunder as Administrative Agent, the provisions of this Article and Section 10.5 VII shall continue in effect for the inure to its benefit of such retiring Administrative Agent in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as Administrative Agent. 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 a successor agent is appointed as provided for aboveunder this Agreement.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ at any time by giving thirty (30) days prior written notice thereof to the Lenders and Xxxxxxxxx, subject to appointment of a successor Administrative Agent (and such appointees acceptance of appointment) as below provided in this Section 10.10. Additionally, the BorrowerAdministrative Agent may be removed for cause by all of the Lenders (other than the Administrative Agent, if the Administrative Agent is then a Lender), if removal or resignation, as applicable, is requested in writing (which wording must specifically identify the “cause” for removal), and ten (10) days’ prior written notice of removal or resignation is provided to the Administrative Agent and Borrowers. If Upon any such resignation or removal, the Required Lenders shall, on behalf of the Lenders, immediately appoint, as its successor, another Lender; provided that such Lender is a commercial bank or trust company organized under the laws of the United States of America or any State thereof and has a combined capital and surplus of at least Five Hundred Million and No/100 Dollars ($500,000,000.00) (a “Qualifying Person”). In such event, the Administrative Agent’s resignation or removal shall not be effective until the successor Administrative Agent shall have accepted its appointment, provided that if the Administrative Agent shall resign notify the Borrowers that no Qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice, and the retiring Administrative Agent, as the case may be, shall be discharged from its duties and obligations under this Agreement. Upon the acceptance by a successor Administrative Agent of its appointment as the Administrative Agent hereunder, such successor Administrative Agent shall thereupon succeed to and become vested with all of the properties, rights, powers, privileges and duties of the former Administrative Agent, without further act, deed or conveyance. Upon the effective date of resignation or removal of the retiring Administrative Agent and payment of all amounts then due and payable by the Administrative Agent to the Lenders pursuant to this Agreement, such Administrative Agent shall be discharged from its duties under this Agreement and the other Loan Documents. If for any reason, at any time, there is no Administrative Agent hereunder, then upon any during such resignationperiod, the Required Lenders shall have the right to appoint a successor, which successor agent shall (unless an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of exercise the Administrative Agent’s rights and perform its duties hereunder, and except that (a) all notices or other communications required or permitted to be given to 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 given to this Agreement or any holders of the Loans. If no successor shall 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 the Issuing each Lender, appoint a successor Administrative Agent which shall and (b) all payments to be a bank with an office in New York, New York, or an Affiliate of any such bank, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect made to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason). Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower made directly to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between Borrowers or the Lender for whose account such Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.5 shall continue in effect for the benefit of such retiring Administrative Agent in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by the date that payment 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 a successor agent is appointed as provided for abovemade.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 ten days’ notice to the Lenders and the BorrowerBorrower Representative. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon any such resignation, the Required Lenders shall have appoint from among the right to appoint Lenders or another Person that is an Eligible Assignee a successorsuccessor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8.1(a7.1(a) or Section 8.1(g7.1(f) with respect to the any Borrower shall have occurred and be continuing) be subject to approval by the Borrower Representative (which 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 ; provided that, in no successor event shall have been so appointed by the Required Lenders and shall have accepted any 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 the Issuing Lender, appoint a successor Administrative Agent which shall be a bank with an office Defaulting Lender or a Disqualified Institution. A resigning Administrative Agent’s resignation shall become effective (x) in New York, New York, or an Affiliate of any such bank, which successor agent shall (unless (i) the case an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have has occurred and be is continuing or (ii) such successor agent is regardless of whether a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason). Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.5 shall continue in effect for the benefit of such retiring Administrative Agent in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 ten days following a retiring Administrative Agent’s notice of resignation, upon the retiring Administrative Agent’s resignation shall nevertheless thereupon become effectiveexpiration of such ten day period, 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 is appointed as provided for above, and (y) in all other cases, only at such time as the Required Lenders appoint a successor agent as provided for above. After the Administrative Agent’s resignation as Administrative Agent, the Administrative Agent shall remain indemnified to the extent provided in this Agreement and the other Loan Documents and 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 Administrative Agent under this Agreement and the other Loan Documents.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 at any time by giving ten days’ written notice to the Lenders Lenders, the Issuing Banks and the Borrower; provided that if no successor agent is appointed in accordance with the terms set forth below within such ten-day period, the Administrative Agent’s resignation shall not be effective until the earlier to occur of (x) the date of the appointment of the successor agent or (y) the date that is 20 days after the last day of such ten-day period. If the Administrative Agent shall resign as is a Defaulting Lender or an Affiliate of a Defaulting Lender, either the Required Lenders or the Borrower may, upon ten days’ notice, remove the Administrative Agent under this Agreement and Agent; provided that if no successor agent is appointed in accordance with the other Loan Documentsterms set forth below within such ten-day period, then upon the Administrative Agent’s removal shall, at the option of the Borrower, not be effective until the earlier to occur of (x) the date of the appointment of the successor agent or (y) the date that is 20 days after the last day of such ten-day period. Upon receipt of any such resignationnotice of resignation or delivery of any such notice of removal, the Required Lenders shall have the right to appoint a successorright, which successor agent shall (unless an Event with the consent of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not to be unreasonably withheld or delayed), whereupon such to appoint a successor agent Administrative Agent which shall succeed be a commercial bank, trust company or other Person acceptable to the rightsBorrower with offices in the U.S. having combined capital and surplus in excess of $1,000,000,000; provided that during the existence of an Event of Default under Section 7.01(a) or, powers and duties with respect to the Borrower, Sections 7.01(f) or (g), no consent 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 Borrower 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 Loansrequired. If no successor shall have has been so appointed by the Required Lenders as provided above and shall have accepted such appointment within thirty (30) ten days after the retiring Administrative Agent gives notice of its resignationresignation or the Administrative Agent receives notice of removal, then (a) in the case of a retirement, the retiring Administrative Agent maymay (but shall not be obligated to), on behalf of the Lenders and the Issuing LenderBanks, appoint a successor Administrative Agent which meeting the qualifications set forth above (including, for the avoidance of doubt, the consent of the Borrower) or (b) in the case of a removal, the Borrower may, after consulting with the Required Lenders, appoint a successor Administrative Agent meeting the qualifications set forth above; provided that (x) in the case of a retirement, if the Administrative Agent notifies the Borrower, the Lenders and the Issuing Banks that no qualifying Person has accepted such appointment or (y) in the case of a removal, the Borrower notifies the Required Lenders that no qualifying Person has accepted such appointment, then, in each case, such resignation or removal shall be a bank nonetheless become effective in accordance with an office the provisos to the first two sentences in New York, New York, or an Affiliate of any such bank, which successor agent shall (unless this paragraph and (i) an Event the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of Default under Section 8.1(aany collateral security held by the Administrative Agent in its capacity as collateral agent for the Secured Parties for purposes of maintaining the perfection of the Lien on the Collateral securing the Secured Obligations, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) all payments, communications and determinations required to be subject made by, to approval or through the Administrative Agent shall instead be made by or to each Lender and each Issuing Bank directly (and each Lender and each Issuing Bank will cooperate with the Borrower (which approval shall not be withheld or delayed by to enable the Borrower except for to take such actions), until such time as the Required Lenders or the Borrower, as applicable, appoint a bona fide valid reason)successor Administrative Agent, as provided above in this Article 8. Upon the acceptance of its appointment as Administrative Agent hereunder by as a successorsuccessor Administrative Agent, such the successor Administrative Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent (other than any rights to indemnity payments owed to the retiring Administrative Agent), and the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunderhereunder (other than its obligations under Section 9.13 hereof). The fees payable by any the Borrower to a any successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such the Borrower and such successorsuccessor Administrative Agent. After the Administrative Agent’s resignation or removal hereunder, the provisions of this Article and Section 10.5 9.03 shall continue in effect for the benefit of such retiring or removed Administrative Agent Agent, its sub-agents and their respective Related Parties in respect of any actions action taken or omitted to be taken by any of them while it the relevant Person was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by (including for this purpose holding any collateral security following 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 retirement or removal of the Administrative Agent hereunder until such timeAgent). Notwithstanding anything to the contrary herein, if any, no Disqualified Institution (nor any Affiliate thereof) may be appointed as a successor agent is appointed as provided for aboveAdministrative Agent.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 ten days’ notice to the Lenders and the BorrowerBorrowers. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon any such resignation, the Required Lenders shall have appoint from among the right to appoint Lenders a successorsuccessor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower Borrowers (which approval shall not be unreasonably withheld or delayeddelayed and shall not be required if an Event of Default exists and is continuing), 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 shall 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 the Issuing Lender, 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, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason). Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.5 shall continue in effect for the benefit of such retiring Administrative Agent in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 ten 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, which agent is appointed shall be (a) a bank organized and doing business under the laws of the United States or any state thereof, subject to supervision or examination by federal or state authority and having a total shareholder equity aggregating at least $1,000,000,000 and (b) unless an Event of Default under Section 9(a) or Section 9(f) with respect to the Borrowers shall have occurred and be continuing, be subject to approval by the Borrowers (which approval shall not be unreasonably withheld or delayed). The Syndication Agent may, at any time, by notice to the Lenders and the Administrative Agent, resign as provided for aboveSyndication 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 other Loan Documents.

Successor Administrative Agent. (A) The Administrative Agent may resign as (i) transfer the Administrative Agent upon 30 days’ role to a Lender Affiliate of the Administrative Agent without prior consent of any party hereto or (ii) resign at any time by giving written notice thereof to the Lenders Lenders, the Funding Agents, the Custodian, the Back-Up Servicer, the Transition Manager, the Paying Agent and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon Upon receipt of any such notice of resignation, the Required Lenders Majority Xxxxxxx and the Borrower shall have the right to appoint a successor, which successor agent agent; provided that in no event shall (unless an Event of Default under Section 8.1(a) any such successor Administrative Agent be a Defaulting Lender or Section 8.1(g) with respect to a Disqualified Xxxxxx. If no such successor Administrative Agent shall have been so appointed by the Majority Xxxxxxx and the Borrower and shall have occurred and accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of resignation (or such earlier day as shall be continuing) be subject to approval agreed by the Borrower Majority Lenders and the Borrower) (which approval the “Administrative Agent Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be unreasonably withheld or delayedobligated to), whereupon on behalf of the Lenders and the Funding Agents, appoint a successor Administrative Agent meeting the qualifications set out above, provided that in no event shall any such successor agent Administrative Agent be a Defaulting Lender [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the company if publicly disclosed. or a Disqualified Xxxxxx. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Administrative Agent Resignation Effective Date. Upon appointment of a successor Administrative Agent by operation of clauses (i) or (ii) above, such successor Administrative Agent shall succeed to the rights, powers and duties of the Administrative Agent, Agent and references herein to the term “Administrative Agent” Agent shall mean such successor agent Administrative Agent, effective upon its appointment; and such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent in such capacity 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 shall 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 the Issuing Lender, 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, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason). Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunderAgreement. The fees payable by any the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such the Borrower and such successorsuccessor Administrative Agent. After the any retiring Administrative Agent’s resignation hereunderhereunder in such capacity, the provisions of this Article VII and Section 2.11, Section 2.15, Section 10.5 and Section 10.6 shall continue in effect for the inure to its benefit of such retiring Administrative Agent in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as Administrative Agent. 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 a successor agent is appointed as provided for aboveunder this Agreement.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 at any time by giving 10 days’ ' prior written notice thereof to the Lenders and the Borrower. If The Administrative Agent may be removed by the Required Lenders at any time with or without cause by giving 10 days' prior written notice thereof to the Administrative Agent shall resign as Administrative Agent under this Agreement Agent, the other Lenders and the other Loan Documents, then upon Borrower. Upon any such resignationresignation or removal, the Required Lenders shall have the right to appoint a successor, which successor agent shall (unless an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which 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 Administrative Agent shall have been so appointed by the Required Lenders and consented to, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Administrative Agent gives such notice of its resignationresignation or removal, then the retiring Administrative Agent mayAgent, on behalf of the Lenders and the Issuing LenderLenders, may appoint a successor Administrative Agent. Each successor Administrative Agent which shall be a commercial bank with an office in New York, New York, or an Affiliate trust company organized under the Laws of the United States of America or any State thereof and having a combined capital and surplus of at least $1,000,000,000. The appointment of any such bank, which successor agent Administrative Agent at any time pursuant to this Section 8.10 shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect be subject to the Borrower approval of the Borrower, provided that at such time there shall not have occurred and be -------- continuing any Default or (ii) Event of Default, and provided further that the ---------------- Borrower's consent to any such successor agent is a Lender) be subject to approval by the Borrower (which approval appointment shall not be withheld or delayed by the Borrower except for a bona fide valid reason)unreasonably withheld. Upon the acceptance by a successor Administrative Agent of its appointment as Administrative Agent hereunder by a successorhereunder, such successor Administrative Agent shall thereupon succeed to and become vested with all the properties, rights, powers, privileges and duties of the former Administrative Agent without further act, deed or conveyance. Upon the effective date of resignation or removal of a retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties under this Agreement and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successor. After the Administrative Agent’s resignation hereunderother Loan Documents, but the provisions of this Article and Section 10.5 Agreement shall continue in effect for the inure to its benefit of such retiring Administrative Agent in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as Administrative AgentAgent under this Agreement. If and for so long as no successor agent has accepted appointment as Administrative Agent shall have been appointed, then any notice or other communication required or permitted to be given 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 shall be sufficiently given if given by the Required Lenders, all notices or other communications required or permitted to be given to the Administrative Agent shall be given to each Lender, and all payments to be made to the Administrative Agent shall be made directly to the Borrower or Lender for whose account such time, if any, as a successor agent payment is appointed as provided for abovemade.

Successor Administrative Agent. (a) The Administrative Agent and the Collateral Agent may resign as Administrative Agent and Collateral Agent, respectively, upon 30 ten (10) days’ notice to the Lenders and the Borrower. If the Administrative Agent or Collateral Agent, as applicable, shall resign as Administrative Agent or Collateral Agent, as applicable, under this Agreement and the other Loan Documents, then upon any such resignation, the Required Lenders shall have appoint from among the right to appoint Lenders a successorsuccessor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent or Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s or Collateral Agent’s, as applicable, rights, powers and duties as Administrative Agent or Collateral Agent, as applicable, shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or Collateral Agent, as applicable, or any of the parties to this Agreement or any holders of the Term Loans. If no successor shall 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 the Issuing Lender, 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, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason). Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.5 shall continue in effect for the benefit of such retiring Administrative Agent in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent or Collateral Agent, as applicable, by the date that is 30 ten (10) days following a retiring Administrative Agent’s or Collateral Agent’s, as applicable, notice of resignation, the retiring Administrative Agent’s or Collateral Agent’s, as applicable, resignation shall nevertheless thereupon become effective, effective and the Lenders shall assume and perform all of the duties of the Administrative Agent or Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders appoint a successor agent is appointed as provided for above. After any retiring Administrative Agent’s or Collateral Agent’s, as applicable, resignation as Administrative Agent or retiring Collateral Agent’s resignation as Collateral Agent, as applicable, 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 or Collateral Agent, as applicable, under this Agreement and the other Loan Documents.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 10 days’ ' notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon any such resignation, the Required Lenders shall have appoint from among the right to appoint Lenders a successorsuccessor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8.1(a8(a) or Section 8.1(g8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval approved by the Borrower (which 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 '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 shall 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 the Issuing Lender, 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, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason). Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.5 shall continue in effect for the benefit of such retiring Administrative Agent in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by the date 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, 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 is appointed 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 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 other Loan Documents.

Successor Administrative Agent. The For so long as Xxxxx Fargo Bank, N.A. is a Lender that holds an Individual Loan Commitment of at least twenty percent (20%) of the Loan (the “Minimum Hold”) and provided that no Event of Default of which Administrative Agent has given written notice to Borrower has occurred, Xxxxx Fargo Bank, N.A. agrees to remain Administrative Agent hereunder unless (a) otherwise reasonably consented to by Borrower or (b) removed by the Lenders in accordance with the terms hereof. Subject to the last sentence of this Section 11.10, during the continuance of an Event of Default of which Administrative Agent has given written notice to Borrower or during a period of time in which Xxxxx Fargo Bank, N.A. is not a Lender satisfying the Minimum Hold, Administrative Agent may resign at any time as Administrative Agent upon 30 days’ under the Loan Documents by giving written notice thereof to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon Upon any such resignation, the Required Requisite Lenders shall have the right to appoint a successorsuccessor Administrative Agent which appointment shall, which successor agent shall provided (unless an a) no continuing monetary Default then exists, (b) no Event of Default under Section 8.1(athen exists, and (c) or Section 8.1(g) with respect no written notice of a continuing non-monetary Default has been given to the Borrower shall have occurred and be continuing) Borrower, be subject to approval by the Borrower (Borrower’s approval, which approval shall not be unreasonably withheld or delayed)delayed (except that Borrower shall, whereupon such in all events, be deemed to have approved each Lender and any of its Affiliates as a 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 Administrative Agent shall have been so appointed by in accordance with the Required Lenders immediately preceding sentence, and shall have accepted such appointment appointment, within thirty (30) days after the retiring current Administrative Agent gives Agent’s giving of notice of its resignation, then the retiring current Administrative Agent may, on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Administrative Agent Agent, which shall be a bank with Lender, if any Lender shall be willing to serve, and otherwise shall be an office in New York, New York, or an Affiliate of any such bank, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason)Eligible Assignee. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring current Administrative Agent, and the retiring current Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be under the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successorLoan Documents. After the any Administrative Agent’s resignation hereunderhereunder as Administrative Agent, the provisions of this Article and Section 10.5 XI shall continue in effect for the to inure to its benefit of such retiring Administrative Agent in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by under the date that is 30 days following a retiring Administrative Agent’s notice of resignationLoan Documents. Notwithstanding anything contained herein to the contrary, 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 a successor agent is appointed as provided for abovemay assign its rights and duties under the Loan Documents to any of its Affiliates by giving Borrower and each Lender prior written notice.

Successor Administrative Agent. (a) The Administrative Agent may resign as Administrative Agent upon at any time by giving 30 days’ prior written notice thereof to the Lenders Lender Parties and the Borrower. If Borrower and may be removed at any time for cause by the Required Lenders; provided, however, that any removal of the Administrative Agent shall resign will not be effective until it (or its Affiliate) has been replaced as Administrative Agent under this Agreement an Issuing Bank and the other Loan Documents, then upon released from all obligations in respect thereof. Upon any such resignationresignation or removal, the Required Lenders shall have the right to appoint a successor, successor Administrative Agent (which successor agent shall (unless an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which 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 reasonably acceptable to the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the LoansBorrower). If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Administrative Agent gives Agent’s giving of notice of its resignationresignation or the Required Lenders’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing LenderLender Parties, appoint a successor Administrative Agent Agent, which shall be a commercial bank with an office in New York, New York, organized under the laws of the United States or an Affiliate of any such bank, which successor agent shall (unless (i) an Event State thereof and having a combined capital and surplus of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason)at least $250,000,000. Upon the acceptance of its any appointment as an Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall 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 hereunderunder the Loan Documents. The fees payable by any Borrower to If within 45 days after written notice is given of the retiring Administrative Agent’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 discharged 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 shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successorprovided above. After the any retiring Administrative Agent’s resignation hereunderor removal hereunder as an Administrative Agent shall have become effective, the provisions of this Article and Section 10.5 VIII shall continue in effect for the inure to its benefit of such retiring Administrative Agent in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as Administrative Agent. If no successor agent has accepted appointment as an 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 a successor agent is appointed as provided for aboveunder this Agreement.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ at any time give notice of its resignation to the Lenders, the Issuing Lenders and the Borrower. If Borrower (which resignation shall be effective upon the earlier to occur of (x) the appointment of a successor Administrative Agent shall resign as Administrative Agent under this Agreement and (y) 30 days after the other Loan Documents, then upon date such notice is received by the Borrower). Upon receipt of any such notice of resignation, the Required Majority Lenders shall have the right to appoint right, with the consent of the Borrower at all times other than during the continuance of a successor, which successor agent shall (unless an Specified Event of Default under Section 8.1(a) or Section 8.1(g) with respect to (which consent of the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rightsappoint a successor, 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 which shall be terminateda bank with an office in the United States, without or an Affiliate of any other or further act or deed on such bank with an office in the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the LoansUnited States. If no such successor shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, may on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Administrative Agent which meeting the qualifications set forth above; provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Administrative Agent shall be a bank with an office discharged from its duties and obligations hereunder and under the other Loan Documents (except that in New York, New York, or an Affiliate the case of any such bank, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to approval collateral security held by the Borrower Administrative Agent on behalf of the Lenders or any Issuing Lender under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (which approval b) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall not instead be withheld made by or delayed by to each Lender and the Borrower except Issuing Lenders directly, until such time as the Majority Lenders appoint a successor Administrative Agent as provided for a bona fide valid reason)above in this Section. Upon the acceptance of its a successor’s appointment as Administrative Agent hereunder by a successorhereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by any the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunderhereunder and under the other Loan Documents, the provisions of this Article and Section Sections 10.5 and 10.6 shall continue in effect for the benefit of such retiring Administrative Agent Agent, its sub-agents and their respective Related Persons in respect of any actions taken or omitted to be taken by any of them while it the retiring Administrative Agent was acting as Administrative Agent. If no successor agent has accepted Any resignation by Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation as an Issuing Lender and Swing Line Lender. Upon the acceptance of a successor’s appointment as Administrative Agent by the date that 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 assume and perform vested with all of the rights, powers, privileges and duties of the Administrative Agent retiring Issuing Lender and Swing Line Lender, (ii) the retiring Issuing Lender and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder until such timeor under the other Loan Documents, and (iii) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, as a successor agent is appointed as provided for aboveoutstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 ten days’ notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon any such resignation, the Required Lenders shall have appoint from among the right to appoint Lenders a successorsuccessor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8.1(a8(a) or Section 8.1(g8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which 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 shall 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 the Issuing Lender, 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, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason). Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.5 shall continue in effect for the benefit of such retiring Administrative Agent in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 ten 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 is appointed 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 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 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 other Loan Documents.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 10 days’ notice to the Lenders and the BorrowerLenders. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon any such resignation, the Required Majority Lenders shall have appoint from among the right to appoint Lenders a successorsuccessor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower provided that it shall have occurred and be continuing) be subject to approval been approved by the Borrower (which approval shall not be unreasonably withheld or delayedBorrower), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent hereunder. Upon the earlier of (i) the 10 day period following the Administrative Agent’s notice of resignation to the Lenders and (ii) the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The term “Administrative Agent” shall mean such successor agent effective upon such appointment and approvalagent, 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 shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the After any retiring Administrative Agent gives notice Agent’s resignation as Administrative Agent, the provisions of this Section 11 shall inure to its resignation, then the retiring benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent may, on behalf of the Lenders under this Agreement and the other Loan Documents. Any resignation by JPMorgan as Administrative Agent pursuant to this section shall also constitute its resignation as Issuing Lender, 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, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason). Upon the acceptance of its a successor’s appointment as Administrative Agent hereunder by a successorhereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative AgentIssuing Lender, and (b) the retiring Administrative Agent Issuing Lender shall be discharged from its all of their respective duties and obligations hereunder. The fees payable by any Borrower to a hereunder or under the other Loan Documents, and (c) the successor Administrative Agent Issuing Lender shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions issue letters of this Article and Section 10.5 shall continue credit in effect substitution for the benefit Letters of such retiring Administrative Agent in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. 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 timeCredit, if any, as a successor agent is appointed as provided for aboveoutstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit.

Successor Administrative Agent. The Administrative Agent may resign at any time as Administrative Agent upon 30 days’ under the Loan Documents by giving written notice thereof to the Lenders and the Borrower. If The Administrative Agent may be removed as administrative agent by all of the Lenders (other than the Lender then acting as Administrative Agent) and the Borrower upon 30 days' prior written notice if the Administrative Agent shall resign as Administrative Agent under this Agreement and (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 other Loan Documentscourse of performing its duties hereunder or (ii) has become or is insolvent or has become the subject of a bankruptcy or insolvency proceeding, then upon 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 resignationproceeding or appointment. Upon any such resignation or removal, the Required Requisite Lenders shall have the right to appoint a successorsuccessor Administrative Agent which appointment shall, which successor agent shall (unless an provided no Default or Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing) exists, be subject to approval by the Borrower (Borrower's approval, which approval shall not be unreasonably withheld or delayed)delayed (except that the Borrower shall, whereupon such in all events, be deemed to have approved each Lender and any of its affiliates as a 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 Administrative Agent shall have been so appointed by in accordance with the Required Lenders immediately preceding sentence, and shall have accepted such appointment appointment, within thirty (30) days after the retiring current Administrative Agent gives Agent's giving of notice of its resignationresignation or the Lenders' removal of the current Administrative Agent, then the retiring current Administrative Agent may, on behalf of the Lenders and the Issuing LenderBank, appoint a successor Administrative Agent Agent, which shall be a bank with Lender, if any Lender shall be willing to serve, and otherwise shall be an office in New York, New York, or an Affiliate of any such bank, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason)Eligible Assignee. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring current Administrative Agent, and the retiring current Administrative Agent shall be discharged from its duties and obligations hereunderunder the Loan Documents. The fees payable by any Borrower to a Such successor Administrative Agent shall be issue letters of credit in substitution for the same as those payable Letters of Credit, if any, outstanding at the time of such succession or shall make other arrangements satisfactory to its predecessor unless otherwise agreed between the current Administrative Agent, in either case, to assume effectively the obligations of the current Administrative Agent with respect to such Borrower and such successorLetters of Credit. After the any Administrative Agent’s 's resignation hereunderor removal hereunder as Administrative Agent, the provisions of this Article and Section 10.5 XII. shall continue in effect for the to inure to its benefit of such retiring Administrative Agent in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by under the date that is 30 days following a retiring Administrative Agent’s notice of resignationLoan Documents. Notwithstanding anything contained herein to the contrary, 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 a successor agent is appointed as provided for abovemay assign its rights and duties under the Loan Documents to any of its affiliates by giving the Borrower and each Lender prior written notice.

Successor Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent as provided below, the Administrative Agent may resign as Administrative Agent upon 30 days’ notice to at any time by notifying the Lenders Lenders, the Issuing Banks and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon Upon any such resignation, the Required Lenders shall have the right to appoint a successor, which successor agent shall (unless an Event of Default under Section 8.1(a) or Section 8.1(g) with respect such successor to the Borrower shall have occurred and be continuing) be subject to approval approved by the Borrower (which Borrower, such approval shall not to be unreasonably withheld or delayed); provided, whereupon however, if an Event of Default shall exist at such successor agent shall succeed to the rightstime, powers and duties no approval 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 Borrower 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 Loansrequired). If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing LenderBank, 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. If no successor Administrative Agent has been appointed pursuant to the immediately preceding sentence by the 30th day after the date such notice of resignation was given by the Administrative Agent, the Administrative Agent’s resignation shall become effective and the Required Lenders shall thereafter perform all the duties of the Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent. Any such resignation by the Administrative Agent hereunder shall also constitute, to the extent applicable, its resignation as an Issuing Bank, in which case such resigning Administrative Agent (x) shall not be required to issue any further Letters of Credit hereunder and (y) shall maintain all of its rights, duties and obligations as Issuing Bank with respect to any Letters of Credit issued by it prior to the date of such resignation. If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) 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 appoint a successor agent shall (unless (i) such successor to be approved by the Borrower, such approval not to be unreasonably withheld or delayed; provided, however, if an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to shall exist at such time, no approval of the Borrower shall have occurred and be continuing or (ii) required). If no such successor agent is a Lender) be subject to approval shall have been so appointed by the Borrower Required Lenders and shall have accepted such appointment within 30 days (which approval or such earlier day as shall not be withheld or delayed agreed by the Borrower except for a bona fide valid reasonRequired Lenders), then such removal shall nonetheless become effective in accordance with such notice on such date. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative AgentAgent and, if applicable, as an Issuing Bank (and shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit), and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.5 9.03 shall continue in effect for the benefit of such retiring Administrative Agent Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. 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 a successor agent is appointed as provided for above.

Successor Administrative Agent. The Administrative Agent may resign as at any time, effective upon the appointment and acceptance of a successor Administrative Agent upon 30 as provided below, by giving at least five days’ written notice thereof to each Lender and may be removed at any time with cause by the Lenders. Upon any such resignation or removal, the Lenders and the Borrower. If the acting jointly shall appoint a successor Administrative Agent which shall resign be an Eligible Successor Agent (as defined below); provided that (x) so long as no Event of Default has occurred and is continuing, the Borrower shall consent in its sole discretion to such successor Administrative Agent under this Agreement and the other Loan Documents, then upon any such resignation, the Required Lenders shall have the right to appoint a successor, which successor agent shall (unless y) after an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have has occurred and be is continuing) be subject to approval by , the Borrower (which approval Lender may appoint any Person as a successor Administrative Agent. Each Lender agrees that it shall not be unreasonably withheld withhold or delayed), whereupon such successor agent shall succeed to the rights, powers and duties delay its approval of the appointment of a successor 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 such successor Administrative Agent shall have been so appointed by the Required Lenders appointed, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Administrative Agent gives Agent’s giving of notice of its resignationresignation or the removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing LenderSecured Parties, appoint a successor Administrative Agent which successor Administrative Agent shall be a bank with an office in New York, New York, or an Affiliate of any such bank, which successor agent shall (unless either (i) an Event a commercial bank organized under the laws of Default under Section 8.1(a) the United States or Section 8.1(g) with respect to the Borrower shall of any state thereof and have occurred a combined capital and be continuing surplus of at least $50,000,000 or (ii) an Affiliate of such successor agent is a Lender) be subject to approval by the Borrower bank (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reasoneach, an “Eligible 128 Successor Agent”). Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successorunder this Agreement. After the any retiring Administrative Agent’s resignation hereunderor removal hereunder as Administrative Agent, the provisions of this Article and Section 10.5 IX shall continue in effect for the to inure to its benefit of such retiring Administrative Agent in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as Administrative Agent. 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 a successor agent is appointed as provided for aboveunder this Agreement.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon any such resignation, the Required Lenders shall have the right to appoint a successor, which successor agent shall (unless an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which 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 shall 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 the Issuing LenderLenders, 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, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason). Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.5 shall continue in effect for the benefit of such retiring Administrative Agent in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. 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 a successor agent is appointed as provided for above.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ notice to the Lenders and the Borrower. If at any time the Administrative Agent shall resign deems it advisable, in its sole discretion, it may submit to each of the Lenders a written notice of its resignation as Administrative Agent under this Agreement Agreement, such resignation to be effective upon the earlier of (i) the written acceptance of the duties of the Administrative Agent under the Loan Documents by a successor Administrative Agent and (ii) on the other Loan Documents, then upon 60th day after the date of such notice. Upon any such notice of resignation, the Required Lenders shall have the right to appoint from among the Lenders a successor, which successor agent shall (unless an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which 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 Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment in writing within thirty (30) 45 days after the retiring Administrative Agent gives Agent’s giving of notice of its resignation, then the retiring Administrative Agent mayshall, on behalf of in consultation with the Lenders and the Issuing LenderBorrower, appoint a successor Administrative Agent which on behalf of the Lenders prior to the end of the 60th day from such notice from among any of the Lenders who shall be have at such time agreed to act as the successor Administrative Agent and shall have at such time a bank Commitment of at least $10,000,000 (an “Approved Successor”). If no Lender has a Commitment of at least $10,000,000 (or no Lender whose Commitment is at least $10,000,000 shall agree to accept such appointment), then the retiring Administrative Agent shall, in consultation with an office in New York, New York, or an Affiliate of any such bank, which successor agent shall the Borrower (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have has occurred and be continuing is continuing), appoint any other Lender or (ii) such any other commercial bank organized under the laws of the United States of America or any State thereof and having a combined capital and surplus of at least $100,000,000 as a successor agent is Administrative Agent. Any appointment of a Lender) successor Administrative Agent shall be subject to the approval by of the Borrower (Borrower, which approval shall not be unreasonably withheld or delayed by delayed, and shall be given in any event prior to the end of the 60th day from the date of the retiring Administrative Agent’s notice of resignation, provided that during any period in which there exists and is continuing an Event of Default, no approval from the Borrower except for a bona fide valid reason)to the appointment of an Approved Successor shall be required. Upon the acceptance of its an appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent and any required approval of such successor Administrative Agent by the Borrower in accordance with the terms of this Section, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent’s rights, powers, privileges and duties as Administrative Agent under the Loan Documents shall be discharged from its duties and obligations hereunderterminated. The fees payable by any Borrower to a successor Administrative Agent and the Lenders shall execute such documents as shall be the same as those payable necessary to its predecessor unless otherwise agreed between effect such Borrower and such successorappointment. After the any retiring Administrative Agent’s resignation hereunderhereunder as Administrative Agent, the provisions of this Article and Section 10.5 the Loan Documents shall continue in effect for the inure to its benefit of such retiring Administrative Agent in respect of as to any actions taken or omitted to be taken by any of them it while it was Administrative Agent under the Loan Documents. The Supermajority Lenders may remove the Administrative Agent from its capacity as administrative agent in the event of the Administrative Agent’s willful misconduct or gross negligence. The Commitment of the Lender then acting as Administrative Agent. If no successor agent has accepted appointment as , if the Administrative Agent by is being removed due to willful misconduct or gross negligence pursuant to this Section 10.9, shall be disregarded in determining the Supermajority Lenders. Such removal shall be in accordance with the Intercreditor Agreement of even date that is 30 days following a retiring herewith among the Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, Agent and the Lenders shall assume and perform all of the duties of the which provides, among other things, that any successor Administrative Agent hereunder until such time, if any, as must satisfy the conditions for a successor agent is appointed as provided for aboveAdministrative Agent contained above in this Section 10.9.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ at any time give notice of its resignation to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon Upon receipt of any such notice of resignation, the Required Lenders shall have the right to appoint a successor, which successor agent shall (i) unless an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have has occurred and is continuing, be continuing) be subject to approval approved in writing by the Borrower and (which approval shall not ii) be unreasonably withheld a bank with an office in the United States, or delayed), whereupon an Affiliate of any such successor agent shall succeed to bank with an office in 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 LoansUnited States. If no such successor shall have been so appointed by the Required Lenders (and approved by the Borrower, if applicable) and shall have accepted such appointment within thirty (30) 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, may on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Administrative Agent which shall be a bank with an office meeting the qualifications set forth in New York, New York, or an Affiliate of any such bank, which successor agent shall (unless clauses (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or (ii) of the prior sentence; provided that in no event shall any such successor agent is Administrative Agent be a Defaulting Lender; provided further that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be subject to approval discharged from its duties and obligations hereunder and under the other Fundamental Documents (except that in the case of any collateral security held by the Borrower Administrative Agent on behalf of the Lenders under any of the Fundamental Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (which approval 2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall not instead be withheld made by or delayed by to each Lender directly, until such time as the Borrower except Required Lenders appoint a successor Administrative Agent as provided for a bona fide valid reason)above in this Section. Upon the acceptance of its a successor’s appointment as Administrative Agent hereunder by a successorhereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Fundamental Documents (if not already discharged therefrom as provided above in this Section). The fees payable by any the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunderhereunder and under the other Fundamental Documents, the provisions of this Article Section 8, Section 10.4 and Section 10.5 shall continue in effect for the benefit of such retiring Administrative Agent 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 it the retiring Administrative Agent was acting as Administrative Agent. If no Agent and (ii) after such resignation for as long as any of them continues to act in any capacity hereunder or under the other Fundamental Documents, including (a) acting as collateral agent or otherwise holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any 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 a successor agent is appointed as provided for above.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ notice to the Lenders and the BorrowerCompany. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon any such resignation, the Required Lenders shall have appoint from among the right to appoint Lenders a successorsuccessor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8.1(a8(a) or Section 8.1(g8(f) with respect to the Borrower Company shall have occurred and be continuing) be subject to approval by the Borrower Company (which 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 shall have been so appointed agent has accepted appointment as Administrative Agent by the Required Lenders and shall have accepted such appointment within thirty (30) date that is 30 days after the following a retiring Administrative Agent gives Agent’s notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and with the Issuing Lender, appoint a successor Administrative Agent consent of the Company (such consent not to be unreasonably withheld or delayed and which consent shall not be a bank with an office in New York, New York, or an Affiliate of any such bank, which successor agent shall (unless (i) required if an Event of Default under Section 8.1(a8(a) or Section 8.1(g8(f) with respect to the Borrower Company shall have occurred and be continuing continuing), appoint a successor Administrative Agent, which shall be a commercial bank organized or (ii) such successor agent is licensed under the laws of the United States of America or of any State thereof and having a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason)combined capital and surplus of at least $500 million. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successorunder this Agreement. After the any retiring Administrative Agent’s resignation hereunderas Administrative Agent, the provisions of this Article and Section 10.5 9 shall continue in effect for the inure to its benefit of such retiring Administrative Agent in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as Administrative Agent. 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, under this Agreement and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as a successor agent is appointed as provided for aboveother Loan Documents.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 10 days’ ' notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon any such resignation, the Required Lenders shall have appoint from among the right to appoint Lenders a successorsuccessor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8.1(a8(a) or Section 8.1(g8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which 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 '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 shall 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 Loans or issuers of its resignation, then the retiring Administrative Agent may, on behalf Letters of the Lenders and the Issuing Lender, 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, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason). Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.5 shall continue in effect for the benefit of such retiring Administrative Agent in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative AgentCredit. If no successor agent has accepted appointment as Administrative Agent by the date 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 is appointed 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 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 Arranger, any 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 other Loan Documents.

Successor Administrative Agent. The Administrative Agent may resign at any time as Administrative Agent upon 30 days’ under the Loan Documents by giving written notice thereof to the Lenders and the Borrower. If Upon thirty (30) days’ prior written notice to the Administrative Agent, the Administrative Agent shall resign may be removed as Administrative Agent under the Loan Documents by the Requisite Lenders (other than the Lender then acting as Administrative Agent) for any acts or omissions of the Administrative Agent in connection with its duties set forth in this Agreement and or the other Loan Documents, then upon Documents that constitute gross negligence or willful misconduct. Upon any such resignationresignation or removal, the Required Requisite Lenders (other than the Lender then acting as the Administrative Agent in the case of the removal of the Administrative Agent under the immediately preceding sentence) shall have the right to appoint a successorsuccessor Administrative Agent which appointment shall, which successor agent shall (unless an provided no Default or Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing) exists, be subject to approval by the Borrower (Borrower’s approval, which 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 Administrative Agent shall have been so appointed by in accordance with the Required Lenders immediately preceding sentence, and shall have accepted such appointment appointment, within thirty (30) days after the retiring current Administrative Agent gives Agent’s giving of notice of resignation or its resignationremoval, then the retiring current Administrative Agent may, on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Administrative Agent Agent, which shall be a bank with Lender, if any Lender shall be willing to serve, and otherwise shall be an office in New York, New York, or an Affiliate of any such bank, which successor agent Eligible Assignee; provided that if the Administrative Agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to notify the Borrower and the Lenders that no Lender has accepted such appointment, then such resignation shall have occurred nonetheless become effective in accordance with such notice and (1) the Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made to or by each Lender directly, until such time as a successor Administrative Agent has been appointed as provided for above in this Section; provided, further that such Lenders so acting directly shall be and be continuing or (ii) deemed to be protected by all indemnities and other provisions herein for the benefit and protection of the Administrative Agent as if each such successor agent is a Lender) be subject to approval by Lender were itself the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason)Administrative Agent. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring current Administrative Agent, and the retiring current Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be under the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successorLoan Documents. After the any Administrative Agent’s resignation hereunderor removal hereunder as Administrative Agent, the provisions of this Article and Section 10.5 X shall continue in effect for the to inure to its benefit of such retiring Administrative Agent in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by under the date that is 30 days following a retiring Administrative Agent’s notice of resignationLoan Documents. Notwithstanding anything contained herein to the contrary, the retiring Administrative Agent’s Agent may assign its rights and duties under the Loan Documents to any of its Affiliates by giving the Borrower and each Lender prior written notice. The resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties or removal of the Administrative Agent, or the assignment by the Administrative Agent hereunder until such time, if anyof its rights and duties under the Loan Documents, as provided in this Section shall have no effect on the obligations as a successor agent is appointed “Lender” of the Lender then acting as provided for abovethe Administrative Agent.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 10 days’ ' notice to the Lenders and the BorrowerCompany. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon any such resignation, the Required Lenders shall have appoint from among the right to appoint Lenders a successorsuccessor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8.1(a7(a) or Section 8.1(g7(f) with respect to the Borrower Company shall have occurred and be continuing) be subject to approval by the Borrower Company (which 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 '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 Holders of the Loans. If no successor shall 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 the Issuing Lender, 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, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason). Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.5 shall continue in effect for the benefit of such retiring Administrative Agent in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by the date 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 is appointed 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 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 other Loan Documents.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 ten days’ notice to the Lenders and the Borrower. Any such resignation by the Administrative Agent hereunder shall also constitute its resignation as an Xxxxxxx Xxxxxx, in which case the retiring Administrative Agent (x) shall not be required to issue any further Letters of Credit hereunder and (y) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignation. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon any such resignation, the Required Lenders shall have appoint from among the right to appoint Lenders a successorsuccessor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8.1(a) or Section 8.1(g8.1(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which 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 shall 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 the Issuing Lender, 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, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason). Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.5 shall continue in effect for the benefit of such retiring Administrative Agent in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 ten 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 Xxxxxxx appoint a successor agent is appointed as provided for above. Each 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 such Co-Syndication Agent hereunder shall automatically be assumed by, and inure to the benefit of, the Administrative Agent, without any further act by such Co-Syndication Agent, the Administrative Agent or any Lender. After any retiring Agent’s resignation as Agent, such Agent shall remain indemnified to the extent provided in this Agreement and the other Loan Documents and 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 other Loan Documents.

Successor Administrative Agent. (a) The Administrative Agent may resign as Administrative Agent upon 30 days’ at any time by giving notice thereof to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon Upon any such resignation, the Required Lenders shall have the right to appoint a successorsuccessor Administrative Agent, which successor agent shall (unless an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayedprovided that no Event of Default pursuant to Section 8.1(a), whereupon (b), (h) or (i) shall exist at 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 Loanstime. If no successor Administrative Agent shall have been so appointed by the Required Lenders appointed, and shall have accepted such appointment within thirty (30) 30 days after the DB1/ 110470318.9 135 retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Administrative Agent Agent, which shall be a trust company or a commercial bank with organized under the laws of the United States or any state thereof or a bank which maintains an office in New Yorkthe United States, New York, or an Affiliate having a combined capital and surplus of any such bank, which successor agent shall at least $500,000,000. (unless (ib) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason). Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor Administrative Agent shall xxxxxxxxx succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunderunder this Agreement and the other Loan Documents. The fees payable If, within 45 days after written notice is given of the retiring Administrative Agent’s resignation under this Section, 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 discharged from its duties and obligations under the Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Secured Parties under any Borrower of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed and (iii) the Required Lenders shall be thereafter perform all duties of the same retiring Administrative Agent under the Loan Documents until such time as those payable to its predecessor unless otherwise agreed between such Borrower and such successorthe Required Lenders appoint a successor Administrative Agent as provided above. After the any retiring Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.5 shall continue in effect for the benefit of such retiring Administrative Agent and its representatives and agents in respect of any actions taken or not taken by any of them while it was serving as the Administrative Agent. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 10.3 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it the retiring Administrative Agent was acting as Administrative Agent. 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 a successor agent is appointed as provided for aboveSection 9.8.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ at any time give notice of its resignation to the Lenders Lenders, the L/C Issuer and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon Upon receipt of any such notice of resignation, the Required Lenders shall have the right right, in consultation with and, if such appointment is prior to the occurrence and continuation of an Event of Default, with the prior approval of, the Borrower, such approval not to be unreasonably withheld or delayed, to appoint a successor, which successor agent shall (unless an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which 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 terminateda bank with an office in the United States, without or an Affiliate of any other or further act or deed on such bank with an office in the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the LoansUnited States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, at the direction and with the consent of the Borrower, on behalf of the Lenders and the Issuing LenderL/C Issuer, appoint a successor Administrative Agent which meeting the qualifications set forth above; provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be a bank with an office discharged from its duties and obligations hereunder and under the other Loan Documents (except that in New York, New York, or an Affiliate the case of any such bank, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to approval collateral security held by the Borrower Administrative Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (which approval 2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall not instead be withheld made by or delayed by to each Lender and the Borrower except L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for a bona fide valid reason)above in this Section. Upon the acceptance of its a successor’s appointment as Administrative Agent hereunder by a successorhereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by any the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunderhereunder and under the other Loan Documents, the provisions of this Article Section and Section 10.5 15.9 shall continue in effect for the benefit of such retiring Administrative Agent Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it the retiring Administrative Agent was acting as Administrative Agent. If no successor agent has accepted Any resignation by Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation as L/C Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignationhereunder, the retiring Administrative Agent’s resignation (a) such successor shall nevertheless thereupon succeed to and become effective, and the Lenders shall assume and perform vested with all of the rights, powers, privileges and duties of the Administrative Agent retiring L/C Issuer, (b) the retiring L/C Issuer shall be discharged from all of their respective duties and obligations hereunder until such timeor under the other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, as a successor agent is appointed as provided for aboveoutstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 10 days’ notice to the Lenders and the Borrower. If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) 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. If the Administrative Agent shall resign or be removed as Administrative Agent under this Agreement and the other Loan Documents, then upon any such resignation, the Required Lenders shall have appoint from among the right to appoint Lenders a successorsuccessor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8.1(a7(a) or Section 8.1(g7(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which 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 shall 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 the Issuing Lender, 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, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason). Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.5 shall continue in effect for the benefit of such retiring Administrative Agent in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 10 days following a retiring Administrative Agent’s notice of resignationresignation or its removal by the Required Lenders, as applicable, the retiring or removed Administrative Agent’s resignation or removal, as applicable, 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 is appointed as provided for above. After any retiring or removed Administrative Agent’s resignation or removal as Administrative 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 Administrative Agent under this Agreement and the other Loan Documents. Without limiting the foregoing, none of the Lenders shall have or be deemed to have a fiduciary relationship with any other Lender. The Lenders are not partners or co-venturers, and no Lender shall be liable for the acts or omissions of, or (except as otherwise set forth herein in case of the Administrative Agent) authorized to act for, any other Lender.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ at any time by giving written notice thereof to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon Upon receipt of notice of any such resignation, the Required Lenders shall have the right to appoint a successorsuccessor Administrative Agent, which successor agent Administrative Agent shall (unless an Event of Default under Section 8.1(a) or Section 8.1(g) with respect be acceptable to the Initial Lender and to the Borrower shall have occurred and be continuing) be subject (such consent not to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon unless an Event of Default then exists or an event under Sections 8.01(a) or (f), in which case the Borrower shall have no 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 Loansapproval right. If no successor Administrative Agent shall have been so appointed by the Required Lenders appointed, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Administrative Agent gives Agent’s giving of notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing LenderBorrower, 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, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect acceptable to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason)Borrower. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunderunder this Agreement and the other Credit Documents. The fees payable by Notwithstanding the foregoing, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders and Borrower whereupon, on the date of effectiveness of such resignation stated in such notice, (a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents provided that, solely for purposes of maintaining any Borrower security interest granted to the Administrative Agent under any Security Document for the benefit of the Lenders, the retiring Administrative Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Lenders and, in the case of any Collateral in the possession of the Administrative Agent, shall continue to hold such Collateral, in each case until such time as a successor Administrative Agent is appointed and accepts such appointment in accordance with this paragraph (it being understood and agreed that the retiring Administrative Agent shall have no duty or obligation to take any further action under any Security Document, including any action required to maintain the perfection of any such security interest), and (b) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided that (i) all payments required to be made hereunder or under any other Credit Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (ii) all notices and other communications required or contemplated to be given or made to the same as those payable Administrative Agent shall also directly be given or made to its predecessor unless otherwise agreed between such Borrower and such successoreach Lender. After the any retiring Administrative Agent’s resignation hereunderhereunder as Administrative Agent, the provisions of this Article X, Section 11.04 and Section 10.5 11.07, as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Credit Document, in each case, shall continue in effect for the inure to its benefit of such retiring Administrative Agent in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as Administrative Agent. If no successor agent has accepted appointment as such 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, under this Agreement and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as a successor agent is appointed as provided for aboveother Credit Documents.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent and Collateral Agent upon 30 10 days’ notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent and Collateral Agent under this Agreement and the other Loan Documents, then upon any such resignation, the Required Lenders shall have appoint from among the right to appoint Lenders a successorsuccessor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8.1(a8.01(b) or Section 8.1(g(c) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld withheld, delayed or delayedconditioned), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent and Collateral Agent, and the term terms “Administrative Agent” and “Collateral Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative an 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 shall 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 the Issuing Lender, 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, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason). Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.5 shall continue in effect for the benefit of such retiring Administrative Agent in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent and Collateral Agent by the date that is 30 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s and Collateral Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent and Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent is appointed as provided for above. After any retiring Agent’s resignation as an Agent, the provisions of this Article 9 and Section 10.05 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement and the other Loan Documents. Any releases, limitations on liability and other exculpatory provisions from time to time granted to or otherwise provided for the benefit of any successor or replacement Agent or any of its successors or assigns in such capacity shall, in addition to inuring to the benefit of such successor or replacement Agent, also inure to the benefit of any predecessor Agent, its Subagents (if any) and their respective Related Parties.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ notice to the Lenders and the Borrower. If at any time the Administrative Agent shall resign deems it advisable, in its sole discretion, it may submit to each of the Lenders a written notice of its resignation as Administrative Agent under this Agreement Agreement, such resignation to be effective upon the earlier of (i) the written acceptance of the duties of the Administrative Agent under the Loan Documents by a successor Administrative Agent and (ii) on the other Loan Documents, then upon 60th day after the date of such notice. Upon any such notice of resignation, the Required Lenders shall have the right to appoint from among the Lenders a successor, which successor agent shall (unless an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which 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 Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment in writing within thirty (30) 45 days after the retiring Administrative Agent gives Agent's giving of notice of its resignation, then the retiring Administrative Agent mayshall, on behalf of in consultation with the Lenders and the Issuing LenderBorrower, appoint a successor Administrative Agent which on behalf of the Lenders prior to the end of the 60th day from such notice from among any of the Lenders who shall be have at such time agreed to act as the successor Administrative Agent and shall have at such time a bank Commitment of at least $10,000,000 (an "APPROVED SUCCESSOR"). If no Lender has a Commitment of at least $10,000,000 (or no Lender whose Commitment is at least $10,000,000 shall agree to accept such appointment), then the retiring Administrative Agent shall, in consultation with an office in New York, New York, or an Affiliate of any such bank, which successor agent shall the Borrower (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have has occurred and be continuing is continuing), appoint any other Lender or (ii) such any other commercial bank organized under the laws of the United States of America or any State thereof and having a combined capital and surplus of at least $100,000,000 as a successor agent is Administrative Agent. Any appointment of a Lender) successor Administrative Agent shall be subject to the approval by of the Borrower (Borrower, which approval shall not be unreasonably withheld or delayed by delayed, and shall be given in any event prior to the end of the 60th day from the date of the retiring Administrative Agent's notice of resignation, provided that during any period in which there exists and is continuing an Event of Default, no approval from the Borrower except for a bona fide valid reason)to the appointment of an Approved Successor shall be required. Upon the acceptance of its an appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent and any required approval of such successor Administrative Agent by the Borrower in accordance with the terms of this Section, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent's rights, powers, privileges and duties as Administrative Agent under the Loan Documents shall be discharged from its duties and obligations hereunderterminated. The fees payable by any Borrower to a successor Administrative Agent and the Lenders shall execute such documents as shall be the same as those payable necessary to its predecessor unless otherwise agreed between effect such Borrower and such successorappointment. After the any retiring Administrative Agent’s 's resignation hereunderhereunder as Administrative Agent, the provisions of this Article and Section 10.5 the Loan Documents shall continue in effect for the inure to its benefit of such retiring Administrative Agent in respect of as to any actions taken or omitted to be taken by any of them it while it was Administrative Agent under the Loan Documents. The Supermajority Lenders may remove the Administrative Agent from its capacity as administrative agent in the event of the Administrative Agent's willful misconduct or gross negligence. The Commitment of the Lender then acting as Administrative Agent. If no successor agent has accepted appointment as , if the Administrative Agent by is being removed due to willful misconduct or gross negligence pursuant to this Section 10.9, shall be disregarded in determining the Supermajority Lenders. Such removal shall be in accordance with the Intercreditor Agreement of even date that is 30 days following a retiring herewith among the Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, Agent and the Lenders shall assume and perform all of the duties of the which provides, among other things, that any successor Administrative Agent hereunder until such time, if any, as must satisfy the conditions for a successor agent is appointed as provided for aboveAdministrative Agent contained above in this Section 10.9.

Successor Administrative Agent. The Administrative ------------------------------ Agent may resign as Administrative Agent upon 30 at any time by giving not less than thirty (30) days’ ' prior written notice thereof to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon Upon any such resignation, the Required Requisite Lenders shall have the right to appoint a successor, which successor agent shall (unless an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which 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 Administrative Agent shall have been so appointed by the Required Requisite Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring resigning the Administrative Agent gives Agent's giving notice of its resignation, then the retiring resigning the Administrative Agent may, on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Administrative Agent Agent, which shall be a bank with an office in New YorkLender, New Yorkif a Lender is willing to accept such appointment, or an Affiliate 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 laws of the United States of America or of any such bank, State thereof which has a long-term debt rating from S&P of A - or better and has a combined capital and surplus of at least $300,000,000. If no successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect the Administrative Agent has been appointed pursuant to the Borrower 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 the Administrative Agent as provided above. Any successor Administrative Agent appointed by Requisite Lenders hereunder shall be subject to the approval of Borrower, such approval not to be unreasonably withheld or delayed; provided that such approval shall not be -------- required if an Incipient Termination Event or an Termination Event shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason)continuing. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring 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 resigning Administrative Agent's resignation, and the retiring resigning Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by under this Agreement and the other Related Documents, except that any Borrower to a successor Administrative indemnity rights or other rights in favor of such resigning Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successorcontinue. After the Administrative any resigning Agent’s 's resignation hereunder, the provisions of this Article and Section 10.5 14 shall continue in effect for the inure to its ---------- benefit of such retiring Administrative Agent in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as Administrative Agent. If no successor agent has accepted appointment as the Administrative Agent by under this Agreement and the date other Related Documents. The Administrative Agent may be removed at the written direction of the Requisite Lenders; provided that is 30 days following a retiring Administrative Agent’s notice of resignationin so doing, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume be deemed to have waived and perform released any and all of the duties of claims they may have against the Administrative Agent hereunder until such time, if any, as a successor agent is appointed as provided for aboveAgent.

Successor Administrative Agent. The Administrative Agent may (i) be removed as administrative agent by all of the Lenders (other than the Lender acting as the Administrative Agent) and the Borrower upon thirty (30) days’ prior written notice if the Administrative Agent 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) resign at any time as Administrative Agent upon 30 days’ under the Loan Documents by giving written notice thereof to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon Upon any such removal or resignation, the Required Requisite Lenders shall have the right to appoint a successorsuccessor Administrative Agent which appointment shall, which successor agent shall (unless an provided no Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing) exists, be subject to approval by the Borrower (Borrower’s approval, which approval shall not be unreasonably withheld or delayed)delayed (except that the Borrower shall, whereupon such in all events, be deemed to have approved each Lender on the Agreement Date and any of its Affiliates as a 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 Administrative Agent shall have been so appointed by in accordance with the Required Lenders immediately preceding sentence, and shall have accepted such appointment appointment, within thirty (30) days after (i) the retiring Administrative Agent gives Lenders’ giving notice of its removal or (ii) the current Administrative Agent’s giving of notice of resignation, then the retiring current Administrative Agent may, on behalf of the Lenders and the Issuing LenderBanks, appoint a successor Administrative Agent Agent, which shall be a bank with Lender, if any Lender shall be willing to serve, and otherwise shall be an office in New York, New York, or an Affiliate of any such bank, which successor agent Eligible Assignee; provided that if the Administrative Agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to notify the Borrower and the Lenders that no Lender has accepted such appointment, then such resignation shall have occurred nonetheless become effective in accordance with such notice and (1) the Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent instead shall be made to each Lender and each Issuing Bank directly, until such time as a successor Administrative Agent has been appointed as provided for above in this Section; provided, further that such Lenders and such Issuing Banks so acting directly shall be and be continuing deemed to be protected by all indemnities and other provisions herein for the benefit and protection of the Administrative Agent as if each such Lender or (ii) each such successor agent is a Lender) be subject to approval by Issuing Bank 128 were itself the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason)Administrative Agent. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring current Administrative Agent, and the retiring current Administrative Agent shall be discharged from its duties and obligations hereunderunder the Loan Documents. The fees payable Any resignation by any Borrower to an Administrative Agent shall also constitute the resignation as an Issuing Bank by the Lender then acting as Administrative Agent (the “Resigning Lender”). Upon the acceptance of a successor’s appointment as Administrative Agent hereunder (i) the Resigning Lender shall be discharged from all duties and obligations of an Issuing Bank hereunder and under the other Loan Documents and (ii) the successor Administrative Agent (or such Revolving Lender as specified thereby if the successor Administrative Agent is not a Revolving Lender), in its capacity as an Issuing Bank, shall issue letters of credit in substitution for all Letters of Credit, issued by the Resigning Lender, as an Issuing Bank, outstanding at the time of such succession (which letters of credit issued in substitution shall be deemed to be Letters of Credit issued hereunder) or make other arrangements satisfactory to the same as those payable Resigning Lender to its predecessor unless otherwise agreed between effectively assume the obligations of the Resigning Lender with respect to such Borrower and such successorLetters of Credit. After the any Administrative Agent’s removal or resignation hereunderhereunder as Administrative Agent, the provisions of this Article and Section 10.5 XII shall continue in effect for the to inure to its benefit of such retiring Administrative Agent in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by under the date that is 30 days following a retiring Administrative Agent’s notice of resignationLoan Documents. Notwithstanding anything contained herein to the contrary, 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 may assign its rights and duties under the Loan Documents to any of its Affiliates by giving the Borrower and each Lender prior written notice. Any successor Administrative Agent shall be a successor agent is appointed as provided for aboveUnited States person within the meaning of Section 7701(a)(30) of the Internal Revenue Code.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving thirty (30) days’ (or such shorter period as shall be agreed by the Required Lenders) prior written notice thereof to Lenders and the Administrative Borrower and the Required Lenders may terminate and replace the Administrative Agent upon 30 at any time by giving three (3) days’ prior written notice to the Lenders Administrative Agent, the Administrative Borrower and the BorrowerLenders. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon Upon any such resignationnotice of resignation or termination, as applicable, the Required Lenders shall have the right right, upon five (5) Business Days’ notice to the Administrative Borrower, to appoint a successorsuccessor Administrative Agent (other than any Defaulting Lender or Disqualified Institution), which successor agent shall subject (unless an so long as no Event of Default under Section 8.1(ahas occurred and is continuing) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing) be subject to approval by written consent of the Administrative Borrower (which approval shall such consent not to be unreasonably withheld or delayeddelayed in the case of any such proposed successor that is to a Lender or an Affiliate of a Lender), whereupon such successor agent shall succeed to . In the rights, powers and duties case of a resignation or termination 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 resigning or terminated Administrative Agent shall be terminateddischarged from its duties and obligations hereunder and under the other Loan Documents. In the case of a resignation by the Administrative Agent, 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 if no successor shall have been so appointed by the Required Lenders in accordance with this Section 8.07(a) 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 the Issuing LenderLenders, appoint a successor Administrative Agent (other than any Person that is a Defaulting Lender or Disqualified Institution), which appointment of a successor Administrative Agent shall be a bank with an office in New York, New York, or an Affiliate subject to the consent of any such bank, which successor agent shall (unless (i) an the Administrative Borrower so long as no Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have has occurred and be is continuing or (ii) such successor agent is a Lender) be subject to approval by the Borrower (which approval consent shall not be unreasonably withheld or delayed delayed); provided that if the retiring Administrative Agent shall notify the Administrative Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice (except that in the case of any collateral security held by the Borrower except Administrative Agent on behalf of the Secured Parties under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security as bailee, trustee or other applicable capacity until such time as a successor Administrative Agent is appointed, and for the avoidance of doubt, any agency fees for the account of the retiring Administrative Agent shall cease to accrue from (and shall be payable on) the date that a bona fide valid reason)successor Administrative Agent is appointed) and all payments, communications and determinations provided to be made by, to or through the retiring Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section 8.07. In the case of a termination of the Administrative Agent, all payments, communications and determinations provided to be made by, to or through the terminated Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent in accordance with this Section 8.07. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successor, such 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 terminated Administrative Agent, and the retiring or terminated Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all sums, securities or Capital Stock 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 Loan 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 terminated Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by After any Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successor. After the retiring or terminated Administrative Agent’s resignation hereunderor termination hereunder as Administrative Agent, the provisions of this Article and Section 10.5 8 shall continue in effect for the inure to its benefit of such retiring Administrative Agent in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as Administrative Agent. 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 a successor agent is appointed as provided for above.hereunder. 120

Successor Administrative Agent. The Administrative Agent may resign as the Administrative Agent upon 30 thirty (30) days’ notice to the Lenders and the BorrowerLenders. If the Administrative Agent shall resign as Administrative Agent resigns under this Agreement and the other Loan Documents, then upon any such resignationAgreement, the Required Lenders shall have appoint from among the right to appoint Lenders a successorsuccessor agent for the Lenders, which successor agent shall (unless be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 8.1(a8.01(a), (f), or (g) or Section 8.1(g) with respect to (which consent of the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed); provided that notwithstanding the foregoing, whereupon if agreed by such financial institution, the Required Lenders shall first be required to appoint a financial institution (or its designated Affiliate) party to the Commitment Letter referred to in Section 10.12, before any appointment of another Lender hereunder. If no successor 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 agent from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring the Administrative Agent, Agent and the term “Administrative Agent” shall mean such successor administrative agent effective upon such appointment and approvaland/or supplemental administrative agent, as the case may be, and the former retiring Administrative Agent’s rightsappointment, 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. If no successor shall 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 the Issuing Lender, 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, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason). Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of After the retiring Administrative Agent, and ’s resignation hereunder as the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successor. After the applicable Administrative Agent’s resignation hereunder, the provisions of this Article IX and Section 10.5 Sections 10.04 and 10.05 shall continue in effect for the inure to its benefit of such retiring Administrative Agent in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as the Administrative AgentAgent under this Agreement. If no successor agent has accepted appointment as the Administrative Agent by the date that which is 30 thirty (30) days following a the 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 is appointed as provided for above. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of any Liens granted or purported to be granted by the Loan Documents, the Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor or upon the expiration of the thirty-day period following the retiring Administrative Agent’s notice of resignation without a successor agent having been appointed, such retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. After the retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Article IX 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.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 at any time by giving ten days’ written notice to the Lenders Lenders, the Issuing Banks and the Borrower; provided that if no successor agent is appointed in accordance with the terms set forth below within such ten-day period, the Administrative Agent’s resignation shall not be effective until the earlier to occur of (x) the date of the appointment of the successor agent or (y) the date that is 20 days after the last day of such ten-day period. If the Administrative Agent shall resign as is a Defaulting Lender or an Affiliate of a Defaulting Lender, either the Required Lenders or the Borrower may, upon ten days’ notice, remove the Administrative Agent under this Agreement and Agent; provided that if no successor agent is appointed in accordance with the other Loan Documentsterms set forth below within such ten-day period, then upon the Administrative Agent’s removal shall, at the option of the Borrower, not be effective until the earlier to occur of (x) the 176 date of the appointment of the successor agent or (y) the date that is 20 days after the last day of such ten-day period. Upon receipt of any such resignationnotice of resignation or delivery of any such notice of removal, the Required Lenders shall have the right to appoint a successorright, which successor agent shall (unless an Event with the consent of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not to be unreasonably withheld or delayed), whereupon such to appoint a successor agent Administrative Agent which shall succeed be a commercial bank, trust company or other Person acceptable to the rightsBorrower with offices in the U.S. having combined capital and surplus in excess of $1,000,000,000; provided that during the existence of an Event of Default under Section 7.01(a) or, powers and duties with respect to the Borrower, Sections 7.01(f) or (g), no consent 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 Borrower 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 Loansrequired. If no successor shall have has been so appointed by the Required Lenders as provided above and shall have accepted such appointment within thirty (30) ten days after the retiring Administrative Agent gives notice of its resignationresignation or the Administrative Agent receives notice of removal, then (a) in the case of a retirement, the retiring Administrative Agent maymay (but shall not be obligated to), on behalf of the Lenders and the Issuing LenderBanks, appoint a successor Administrative Agent which meeting the qualifications set forth above (including, for the avoidance of doubt, the consent of the Borrower) or (b) in the case of a removal, the Borrower may, after consulting with the Required Lenders, appoint a successor Administrative Agent meeting the qualifications set forth above; provided that (x) in the case of a retirement, if the Administrative Agent notifies the Borrower, the Lenders and the Issuing Banks that no qualifying Person has accepted such appointment or (y) in the case of a removal, the Borrower notifies the Required Lenders that no qualifying Person has accepted such appointment, then, in each case, such resignation or removal shall be a bank nonetheless become effective in accordance with an office the provisos to the first two sentences in New York, New York, or an Affiliate of any such bank, which successor agent shall (unless this paragraph and (i) an Event the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of Default under Section 8.1(aany collateral security held by the Administrative Agent in its capacity as collateral agent for the Secured Parties for purposes of maintaining the perfection of the Lien on the Collateral securing the Secured Obligations, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) all payments, communications and determinations required to be subject made by, to approval or through the Administrative Agent shall instead be made by or to each Lender and each Issuing Bank directly (and each Lender and each Issuing Bank will cooperate with the Borrower (which approval shall not be withheld or delayed by to enable the Borrower except for to take such actions), until such time as the Required Lenders or the Borrower, as applicable, appoint a bona fide valid reason)successor Administrative Agent, as provided above in this Article VIII. Upon the acceptance of its appointment as Administrative Agent hereunder by as a successorsuccessor Administrative Agent, such the successor Administrative Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent (other than any rights to indemnity payments owed to the retiring Administrative Agent), and the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunderhereunder (other than its obligations under Section 9.13 hereof). The fees payable by any the Borrower to a any successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such the Borrower and such successorsuccessor Administrative Agent. After the Administrative Agent’s resignation or removal hereunder, the provisions of this Article VIII and Section 10.5 9.03 shall continue in effect for the benefit of such retiring or removed Administrative Agent Agent, its sub-agents and their respective Related Parties in respect of any actions action taken or omitted to be taken by any of them while it the relevant Person was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by (including for this purpose holding any collateral security following 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 retirement or removal of the Administrative Agent hereunder until such timeAgent). Notwithstanding anything to the contrary herein, if any, no Disqualified Institution (nor any Affiliate thereof) may be appointed as a successor agent is appointed as provided for aboveAdministrative Agent.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ ' notice to the Lenders and the BorrowerCompany. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon any such resignation, the Required Lenders shall have appoint from among the right to appoint Lenders a successorsuccessor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8.1(a8(a) or Section 8.1(g8(f) with respect to the Borrower Company shall have occurred and be continuing) be subject to approval by the Borrower Company (which 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 '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 shall have been so appointed agent has accepted appointment as Administrative Agent by the Required Lenders and shall have accepted such appointment within thirty (30) date that is 30 days after the following a retiring Administrative Agent gives Agent's notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and with the Issuing Lender, appoint a successor Administrative Agent consent of the Company (such consent not to be unreasonably withheld or delayed and which consent shall not be a bank with an office in New York, New York, or an Affiliate of any such bank, which successor agent shall (unless (i) required if an Event of Default under Section 8.1(a8(a) or Section 8.1(g8(f) with respect to the Borrower Company shall have occurred and be continuing continuing), appoint a successor Administrative Agent, which shall be a commercial bank organized or (ii) such successor agent is licensed under the laws of the United States of America or of any State thereof and having a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason)combined capital and surplus of at least $500 million. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successorunder this Agreement. After the any retiring Administrative Agent’s 's resignation hereunderas Administrative Agent, the provisions of this Article and Section 10.5 9 shall continue in effect for the inure to its benefit of such retiring Administrative Agent in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as Administrative Agent. 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, under this Agreement and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as a successor agent is appointed as provided for aboveother Loan Documents.

Successor Administrative Agent. The Administrative Agent may (a) resign at any time as Administrative Agent upon 30 days’ under the Loan Documents by giving written notice thereof to the Lenders and the Borrower. If Borrower or (b) be removed as administrative agent by all of the Lenders (other than the Lender then acting as Administrative Agent) and the Borrower upon 30 days’ prior written notice if the Administrative Agent shall resign as Administrative Agent under this Agreement and (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 other Loan Documentscourse of performing its duties hereunder or (ii) has become or is insolvent or has become the subject of a bankruptcy or insolvency proceeding, then upon 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 resignationproceeding or appointment. Upon any such resignation or removal, the Required Requisite Lenders shall have the right to appoint a successorsuccessor Administrative Agent which appointment shall, which successor agent shall (unless an provided no Default or Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing) exists, be subject to approval by the Borrower (Borrower’s approval, which approval shall not be unreasonably withheld or delayed)delayed (except that the Borrower shall, whereupon such in all events, be deemed to have approved each Lender and any of its Affiliates as a 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 Administrative Agent shall have been so appointed by in accordance with the Required Lenders immediately preceding sentence, and shall have accepted such appointment appointment, within thirty (30) 30 days after (a) the retiring resigning Administrative Agent gives Agent’s giving of notice of its resignation, or (b) the Lenders’ giving of notice of removal, then the retiring resigning or removed Administrative Agent may, on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Administrative Agent Agent, which shall be a bank with Lender, if any Lender shall be willing to serve, and otherwise shall be an office in New York, New York, or an Affiliate of any such bank, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason)Eligible Assignee. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring current Administrative Agent, and the retiring current Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be under the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successorLoan Documents. After the any Administrative Agent’s resignation hereunderor removal hereunder as Administrative Agent, the provisions of this Article and Section 10.5 XI. shall continue in effect for the to inure to its benefit of such retiring Administrative Agent in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by under the date that is 30 days following a retiring Administrative Agent’s notice of resignationLoan Documents. Notwithstanding anything contained herein to the contrary, 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 a successor agent is appointed as provided for abovemay assign its rights and duties under the Loan Documents to any of its Affiliates by giving the Borrower and each Lender prior written notice.