Common use of Resignation of the Administrative Agent Clause in Contracts

Resignation of the Administrative Agent. The Administrative Agent may, at any time upon at least forty-five (45) days’ prior written notice to BAFC, the Servicer, the Guarantor, the Collateral Agent, the Letter of Credit Agent, the Liquidity Banks and the Depositary, and the Administrative Agent will at the direction of the Majority Liquidity Banks, resign as Administrative Agent; provided, however, that, in either case, the resignation of the Administrative Agent shall not be effective until the Majority Liquidity Banks shall have agreed to the appointment of another Liquidity Bank to perform the duties of the Administrative Agent hereunder, such replacement shall have accepted such appointment and the Letter of Credit Agent shall have delivered to the successor Administrative Agent, in exchange for the outstanding Letter of Credit held by the predecessor Administrative Agent, a substitute Letter of Credit in accordance with the terms of Section 2.01(b) of the Letter of Credit Reimbursement Agreement and the Letter of Credit. In the event of such resignation, the Majority Liquidity Banks shall as promptly as practicable appoint a successor agent to replace the Administrative Agent; provided that such successor agent shall be a Liquidity Bank under this Agreement. If the Majority Liquidity Banks have not appointed a successor agent within forty-five (45) days of the Administrative Agent’s resignation notice, the resigning Administrative Agent shall appoint a successor. Notwithstanding the resignation of the Administrative Agent hereunder, the provisions of Section 10.01 hereof shall continue to inure to the benefit of the Administrative Agent in respect of any action taken or omitted to be taken by the Administrative Agent in its capacity as such while it was such under this Agreement.

Resignation of the Administrative Agent. The Administrative Agent may, may resign as Administrative Agent hereunder at any time upon at least forty-by giving not less than five (45) daysBusiness Days’ prior written notice to BAFCthe Managing Agents, the Servicer, the Guarantor, the Collateral Agent, the Letter of Credit Agent, the Liquidity Banks Borrower and the Depositary, Collection Agent and shall resign at the request of a Managing Agent at any time that the Administrative Agent will at is a Defaulting Lender; such resignation to become effective only upon the direction later to occur of the Majority Liquidity Banksearlier of (x) the appointment and acceptance of a successor Administrative Agent as provided below and (y) the 30th day following delivery of such notice. Upon any such resignation, resign the Managing Agents and the Committed Lenders that are not Defaulting Lenders shall appoint a financial institution of their choosing (with, if such appointment is to a financial institution which is not affiliated with the current Administrative Agent or a Managing Agent the prior written consent of the Borrower, such consent not to be unreasonably delayed or withheld) as Administrative Agent; provided. Following the appointment of a successor Administrative Agent and such successor’s acceptance thereof, however, that, in either case, the resignation of the such successor Administrative Agent shall not be effective until succeed to and become vested with all the Majority Liquidity Banks shall have agreed to the appointment of another Liquidity Bank to perform the rights, powers, privileges and duties of the resigning Administrative Agent as Administrative Agent hereunder, such replacement shall have accepted such appointment and the Letter of Credit Agent shall have delivered to the successor Administrative Agent, in exchange for the outstanding Letter of Credit held by the predecessor Administrative Agent, a substitute Letter of Credit in accordance with the terms of Section 2.01(b) of the Letter of Credit Reimbursement Agreement and the Letter of Credit. In the event of such resignation, the Majority Liquidity Banks shall as promptly as practicable appoint a successor agent to replace the Administrative Agent; provided that such successor agent shall be a Liquidity Bank under this Agreement. If the Majority Liquidity Banks have not appointed a successor agent within forty-five (45) days of the Administrative Agent’s resignation notice, the resigning Administrative Agent shall appoint a successor. Notwithstanding the resignation of the be discharged from its duties and obligations as Administrative Agent hereunder. After the Administrative Agent’s resignation, the provisions of Section 10.01 hereof this Article IX shall continue to inure to the in effect for its benefit of the Administrative Agent in respect of any action actions taken or omitted to be taken by the Administrative Agent in its capacity as such it while it was such under this Agreementacting as the Administrative Agent.

Resignation of the Administrative Agent. (a) The Administrative Agent may, may at any time upon at least forty-five (45) days’ prior written give notice of its resignation to BAFCthe Lenders and the Borrower. Upon receipt of any such notice of resignation, the ServicerMajority Lenders may, after consultation with the GuarantorBorrower or without consultation with the Borrower if an Event of Default has occurred and is continuing, the Collateral Agent, the Letter of Credit Agent, the Liquidity Banks and the Depositary, and the Administrative Agent will at the direction of the Majority Liquidity Banks, resign as appoint a successor Administrative Agent; provided, however, that, in either case, the resignation of the . If no successor Administrative Agent shall not be effective until have been so appointed by the Majority Liquidity Banks shall have agreed to the appointment of another Liquidity Bank to perform the duties of the Administrative Agent hereunder, such replacement Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders and after consultation with the Borrower, appoint a successor Administrative Agent. Upon the acceptance by any Person of its appointment as a successor Administrative Agent, (a) such Person shall thereupon succeed to and become vested with all the rights, powers, privileges, duties and obligations of the retiring Administrative Agent and the Letter of Credit retiring Administrative Agent shall have delivered be discharged from its duties and obligations as Administrative Agent under the Loan Documents and (b) the retiring Administrative Agent shall promptly transfer all Collateral within its possession or control to the possession or control of the successor Administrative Agent and shall execute and deliver such notices, instructions and assignments as may be necessary or desirable to transfer the rights of the Administrative Agent with respect to the Collateral to the successor Administrative Agent, in exchange for the outstanding Letter of Credit held by the predecessor Administrative Agent, a substitute Letter of Credit in accordance with the terms of Section 2.01(b) of the Letter of Credit Reimbursement Agreement and the Letter of Credit. In the event of such resignation, the Majority Liquidity Banks shall as promptly as practicable appoint a successor agent to replace the Administrative Agent; provided that such successor agent shall be a Liquidity Bank under this Agreement. If the Majority Liquidity Banks have not appointed a successor agent within forty-five (45) days of the Administrative Agent’s resignation notice, the resigning Administrative Agent shall appoint a successor. Notwithstanding After any the resignation of the any Administrative Agent hereunderas Administrative Agent, the provisions of Section 10.01 hereof this Article 7 shall continue to inure to the in effect for its benefit of the Administrative Agent in respect of any action actions taken or omitted to be taken by the Administrative Agent in its capacity as such it while it was such under this Agreementacting as the Administrative Agent.

Resignation of the Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent as provided below, the Administrative Agent may, with the prior written consent of the Borrower (such consent not to be unreasonably withheld), resign at any time upon at least forty-five (45) days’ prior by giving written notice thereof to BAFC, the Servicer, the Guarantor, the Collateral Agent, the Letter of Credit Agent, the Liquidity Banks Lenders and the Depositary, and the Administrative Agent will at the direction of the Majority Liquidity Banks, resign as Administrative Agent; provided, however, that, in either case, the Borrower. Upon any such resignation of the Administrative Agent, the Required Lenders shall have the right to appoint, with the consent of the Borrower (such consent not to be unreasonably withheld), a successor Administrative Agent. If no successor Administrative Agent shall not be effective until have been so appointed by the Majority Liquidity Banks shall have agreed to the appointment of another Liquidity Bank to perform the duties of the Administrative Agent hereunderRequired Lenders, such replacement and shall have accepted such appointment and appointment, within thirty (30) days after the Letter retiring Administrative Agent’s giving of Credit notice of resignation, then the retiring Administrative Agent shall have delivered to may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a commercial bank, or an Affiliate of a commercial bank, having an office in exchange for the outstanding Letter United States of Credit held America and having a combined capital and surplus of at least $200,000,000. Upon the acceptance of its appointment as Administrative Agent hereunder by the predecessor a successor Administrative Agent, a substitute Letter of Credit in accordance such successor Administrative Agent shall thereupon succeed to and become vested with all the terms of Section 2.01(b) rights and duties of the Letter of Credit Reimbursement Agreement retiring Administrative Agent, and the Letter of Credit. In the event of such resignation, the Majority Liquidity Banks shall as promptly as practicable appoint a successor agent to replace the retiring Administrative Agent; provided that such successor agent Agent shall be a Liquidity Bank discharged from its duties and obligations hereunder and under this Agreementthe other Loan Documents. If the Majority Liquidity Banks have not appointed a successor agent within forty-five (45) days of the After any retiring Administrative Agent’s resignation notice, the resigning hereunder as Administrative Agent shall appoint a successor. Notwithstanding the resignation of the Administrative Agent hereunderAgent, the provisions of this Section 10.01 hereof 11 shall continue to inure to the its benefit of the Administrative Agent in respect of as to any action actions taken or omitted to be taken by the Administrative Agent in its capacity as such it while it was such under this AgreementAdministrative Agent.

Resignation of the Administrative Agent. The Administrative Agent may, at any time upon at least forty-five (45) days’ prior written notice to BAFC, the Servicer, the Guarantor, the Collateral Agent, the Letter of Credit Agent, the Liquidity Banks and the Depositary, and the Administrative Agent will at the direction of the Majority Liquidity Banks, resign as Administrative Agent; provided, however, that, in either case, the resignation of the Administrative Agent shall not be effective until the Majority Liquidity Banks shall have agreed to the appointment of another Liquidity Bank to perform the duties of the Administrative Agent hereunder, such replacement shall have accepted such appointment and the Letter of Credit Agent shall have delivered to the successor Administrative Agent, in exchange for the outstanding Letter of Credit held by the predecessor Administrative Agent, a substitute Letter of Credit in accordance with the terms of Section 2.01(b) of the Letter of Credit Reimbursement Agreement and the Letter of Credit. In the event of such resignation, the Majority Liquidity Banks shall as promptly as practicable appoint a successor agent to replace the Administrative Agent; provided that such successor agent shall be a Liquidity Bank under this Agreement. If the Majority Liquidity Banks have not appointed a successor agent within forty-five (45) days of the Administrative Agent’s resignation notice, the resigning Administrative Agent shall appoint a successor. Notwithstanding the resignation of the Administrative Agent hereunder, the provisions of Section 10.01 hereof shall continue to inure to the benefit of the Administrative Agent in respect of any action taken or omitted to be taken by the Administrative Agent in its capacity as such while it was such under this Agreement.

Resignation of the Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent mayas provided in this Section 11.06, the Administrative Agent may resign at any time upon at least forty-five (45) days’ prior written notice to BAFCby notifying the Lenders, the ServicerIssuing Bank and the Borrower. Upon any such resignation, the GuarantorMajority Lenders shall have the right, subject, if no Event of Default exists, to the Collateral Agent, the Letter of Credit Agent, the Liquidity Banks and the Depositary, and the Administrative Agent will at the direction consent of the Majority Liquidity BanksBorrower, resign as Administrative Agent; provided, however, that, in either case, the resignation of the Administrative Agent to appoint a successor. If no successor shall not be effective until have been so appointed by the Majority Liquidity Banks shall have agreed to the appointment of another Liquidity Bank to perform the duties of the Administrative Agent hereunder, such replacement Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Letter of Credit Agent shall have delivered to the Issuing Bank, appoint a successor Administrative Agent. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, in exchange for such successor shall succeed to and become vested with all the outstanding Letter rights, powers, privileges and duties of Credit held by the predecessor retiring Administrative Agent, a substitute Letter of Credit in accordance with the terms of Section 2.01(b) of the Letter of Credit Reimbursement Agreement and the Letter of Creditretiring Administrative Agent shall be discharged from its duties and obligations hereunder. In The fees payable by the event of such resignation, the Majority Liquidity Banks shall as promptly as practicable appoint Borrower to a successor agent to replace the Administrative Agent; provided that such successor agent Agent shall be a Liquidity Bank under this Agreementthe same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. If the Majority Liquidity Banks have not appointed a successor agent within forty-five (45) days of After the Administrative Agent’s resignation notice, the resigning Administrative Agent shall appoint a successor. Notwithstanding the resignation of the Administrative Agent hereunder, the provisions of this Article XI and Section 10.01 hereof 12.03 shall continue to inure to in effect for the benefit of the such retiring Administrative Agent Agent, its sub-agents and their respective Related Parties in respect of any action actions taken or omitted to be taken by the Administrative Agent in its capacity as such any of them while it was such under this Agreementacting as Administrative Agent.

Resignation of the Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent mayas provided in this Section 11.06, the Administrative Agent may resign at any time upon at least forty-five (45) days’ prior written notice to BAFCby notifying the Lenders, the ServicerIssuing Bank and the Borrower. Upon any such resignation, the GuarantorMajority Lenders shall have the right, subject, if no Event of Default exists, to the Collateral Agent, the Letter of Credit Agent, the Liquidity Banks and the Depositary, and the Administrative Agent will at the direction consent of the Majority Liquidity BanksBorrower, resign as Administrative Agent; provided, however, that, in either case, the resignation of the Administrative Agent to appoint a successor. If no successor shall not be effective until have been so appointed by the Majority Liquidity Banks shall have agreed to the appointment of another Liquidity Bank to perform the duties of the Administrative Agent hereunder, such replacement Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Letter of Credit Agent shall have delivered to the Issuing Bank, appoint a successor Administrative Agent. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, in exchange for such successor shall succeed to and become vested with all the outstanding Letter rights, powers, privileges and duties of Credit held by the predecessor retiring Administrative Agent, a substitute Letter of Credit in accordance with the terms of Section 2.01(b) of the Letter of Credit Reimbursement Agreement and the Letter of Creditretiring Administrative Agent shall be discharged from its duties and obligations hereunder. In The fees payable by the event of such resignation, the Majority Liquidity Banks shall as promptly as practicable appoint Borrower to a successor agent to replace the Administrative Agent; provided that such successor agent Agent shall be a Liquidity Bank under this Agreementthe same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. If the Majority Liquidity Banks have not appointed a successor agent within forty-five (45) days of After the Administrative Agent’s resignation notice, the resigning Administrative Agent shall appoint a successor. Notwithstanding the resignation of the Administrative Agent hereunder, the provisions of this ARTICLE XI and Section 10.01 hereof 12.03 shall continue to inure to in effect for the benefit of the such retiring Administrative Agent Agent, its sub-agents and their respective Related Parties in respect of any action actions taken or omitted to be taken by the Administrative Agent in its capacity as such any of them while it was such under this Agreementacting as Administrative Agent.

Resignation of the Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent mayas provided below, the Administrative Agent may resign at any time upon at least forty-five (45) days’ prior written by giving notice thereof to BAFC, the Servicer, the Guarantor, the Collateral Agent, the Letter of Credit Agent, the Liquidity Banks and the DepositaryBorrower. Upon receipt of any such notice of resignation, and the Administrative Agent will at Required Banks may, with the direction consent of the Majority Liquidity BanksBorrower (which consent shall not be unreasonably withheld), resign appoint any bank or financial institution as the successor Administrative Agent; provided, however, that, in either case, the resignation of the . If no successor Administrative Agent shall not be effective until have been so appointed by the Majority Liquidity Required Banks shall have agreed to the appointment of another Liquidity Bank to perform the duties of the Administrative Agent hereunder, such replacement and shall have accepted such appointment within 30 days after the retiring Administrative Agent's giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Banks and with the Letter consent of Credit Agent the Borrower (which consent shall have delivered to not be unreasonably withheld), appoint any bank or financial institution as the successor Administrative Agent, in exchange for . Upon the outstanding Letter acceptance by any Person of Credit held by the predecessor its appointment as a successor Administrative Agent, a substitute Letter of Credit in accordance such Person shall thereupon succeed to and become vested with all the terms of Section 2.01(b) rights, powers, privileges, duties and obligations of the Letter of Credit Reimbursement Agreement retiring Administrative Agent and the Letter of Credit. In the event of such resignation, the Majority Liquidity Banks shall as promptly as practicable appoint a successor agent to replace the Administrative Agent; provided that such successor agent shall be a Liquidity Bank under this Agreement. If the Majority Liquidity Banks have not appointed a successor agent within forty-five (45) days of the Administrative Agent’s resignation notice, the resigning retiring Administrative Agent shall appoint a successor. Notwithstanding the resignation of the be discharged from its duties and obligations as Administrative Agent hereunderunder the Loan Documents. After any retiring Administrative Agent's resignation as Administrative Agent, the provisions of Section 10.01 hereof this Article 8 shall continue to inure to the in effect for its benefit of the Administrative Agent in respect of any action actions taken or omitted to be taken by the Administrative Agent in its capacity as such it while it was such under this Agreementacting as the Administrative Agent.

Resignation of the Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent mayas provided in this Section 9.08, the Administrative Agent may resign at any time upon at least forty-five (45) days’ prior written notice to BAFCby notifying the Lenders and the Company. Upon any such resignation, the ServicerRequired Lenders shall have the right, with the Guarantorapproval of the Company provided no Default or Event of Default shall have occurred and then be continuing, the Collateral Agentsuch approval not to be unreasonably withheld, the Letter of Credit Agentdelayed or conditioned, the Liquidity Banks and the Depositary, and to appoint a successor to the Administrative Agent will at Agent. If no successor shall have been so appointed by the direction Required Lenders (with the approval of the Majority Liquidity Banks, resign as Administrative Agent; provided, however, that, in either case, the resignation of the Administrative Agent shall not be effective until the Majority Liquidity Banks shall have agreed to the appointment of another Liquidity Bank to perform the duties of the Administrative Agent hereunder, such replacement Company) and shall have accepted such appointment within 30 days after the resigning Administrative Agent gives notice of its resignation, then the resigning Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank of similar standing with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the Letter rights, powers, privileges and duties of Credit Agent shall have delivered to the successor resigning Administrative Agent, in exchange for and the outstanding Letter resigning Administrative Agent shall be discharged from its duties and obligations hereunder as of Credit held such date. The fees payable by the predecessor Administrative Agent, a substitute Letter of Credit in accordance with the terms of Section 2.01(b) of the Letter of Credit Reimbursement Agreement and the Letter of Credit. In the event of such resignation, the Majority Liquidity Banks shall as promptly as practicable appoint Company to a successor agent to replace the Administrative Agent; provided that such successor agent Agent shall be a Liquidity Bank under this Agreementthe same as those payable to its predecessor unless otherwise agreed between the Company and such successor. If the Majority Liquidity Banks have not appointed a successor agent within forty-five (45) days of After the Administrative Agent’s resignation notice, the resigning Administrative Agent shall appoint a successor. Notwithstanding the resignation of the Administrative Agent hereunder, the provisions of this Article and Section 10.01 10.03 hereof shall continue to inure to in effect for the benefit of the such resigning Administrative Agent in respect of any action actions taken or omitted to be taken by the Administrative Agent in its capacity as such it while it was such under this Agreementacting as the Administrative Agent.

Resignation of the Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent as provided below, the Administrative Agent may, with the prior written consent of the Borrower (such consent not to be unreasonably withheld), resign at any time upon at least forty-five (45) days’ prior by giving written notice thereof to BAFC, the Servicer, the Guarantor, the Collateral Agent, the Letter of Credit Agent, the Liquidity Banks Lenders and the Depositary, and the Administrative Agent will at the direction of the Majority Liquidity Banks, resign as Administrative Agent; provided, however, that, in either case, the Borrower. Upon any such resignation of the Administrative Agent, the Required Lenders shall have the right to appoint, with the consent of the Borrower (such consent not to be unreasonably withheld), a successor Administrative Agent. If no successor Administrative Agent shall not be effective until have been so appointed by the Majority Liquidity Banks shall have agreed to the appointment of another Liquidity Bank to perform the duties of the Administrative Agent hereunderRequired Xxxxxxx, such replacement and shall have accepted such appointment and appointment, within thirty (30) days after the Letter retiring Administrative Agent’s giving of Credit notice of resignation, then the retiring Administrative Agent shall have delivered to may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a commercial bank, or an Affiliate of a commercial bank, having an office in exchange for the outstanding Letter United States of Credit held America and having a combined capital and surplus of at least $200,000,000. Upon the acceptance of its appointment as Administrative Agent hereunder by the predecessor a successor Administrative Agent, a substitute Letter of Credit in accordance such successor Administrative Agent shall thereupon succeed to and become vested with all the terms of Section 2.01(b) rights and duties of the Letter of Credit Reimbursement Agreement retiring Administrative Agent, and the Letter of Credit. In the event of such resignation, the Majority Liquidity Banks shall as promptly as practicable appoint a successor agent to replace the retiring Administrative Agent; provided that such successor agent Agent shall be a Liquidity Bank discharged from its duties and obligations hereunder and under this Agreementthe other Loan Documents. If the Majority Liquidity Banks have not appointed a successor agent within forty-five (45) days of the After any retiring Administrative Agent’s resignation notice, the resigning hereunder as Administrative Agent shall appoint a successor. Notwithstanding the resignation of the Administrative Agent hereunderAgent, the provisions of this Section 10.01 hereof 11 shall continue to inure to the its benefit of the Administrative Agent in respect of as to any action actions taken or omitted to be taken by the Administrative Agent in its capacity as such it while it was such under this Agreement.Administrative Agent. Section 11.9

Resignation of the Administrative Agent. The Successor -------------------------------------------------- Administrative Agent. -------------------- Subject to the appointment and acceptance of a successor as provided below, the Administrative Agent may, may resign at any time upon or, at the request of the Required Lenders, shall resign, by giving notice thereof to the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent, which successor shall have minimum capital and surplus of at least forty-five (45) days’ prior written notice to BAFC, the Servicer, the Guarantor, the Collateral Agent, the Letter of Credit Agent, the Liquidity Banks and the Depositary, and the Administrative Agent will at the direction of the Majority Liquidity Banks, resign as Administrative Agent; provided, however, that, in either case, the resignation of the $500,000,000. If no successor Administrative Agent shall not be effective until have been so appointed by the Majority Liquidity Banks shall have agreed to the appointment of another Liquidity Bank to perform the duties of the Administrative Agent hereunder, such replacement Required Lenders and shall have accepted such appointment and within thirty (30) days after the Letter Administrative Agent's giving of Credit notice of resignation, then the Administrative Agent shall have delivered to may, on behalf of the Lenders, appoint a successor Administrative Agent, in exchange for which successor shall have minimum capital and surplus of at least $500,000,000. Upon the outstanding Letter acceptance of Credit held any appointment as Administrative Agent hereunder by the predecessor a successor Administrative Agent, a substitute Letter of Credit in accordance with the terms of Section 2.01(b) of the Letter of Credit Reimbursement Agreement and the Letter of Credit. In the event of such resignation, the Majority Liquidity Banks shall as promptly as practicable appoint a successor agent to replace the Administrative Agent; provided that such successor agent shall be a Liquidity Bank under this Agreement. If the Majority Liquidity Banks have not appointed a successor agent within forty-five (45) days of the Administrative Agent’s resignation notice, the resigning Administrative Agent shall appoint a successor. Notwithstanding the resignation thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, the provisions of this Section 10.01 hereof 12.09 shall continue to inure to the in effect for its benefit of the Administrative Agent in ------------- respect of any action actions taken or omitted to be taken by the Administrative Agent in its capacity as such it while it was such under this Agreementacting as Administrative Agent.

Resignation of the Administrative Agent. The Administrative Agent may, may at any time upon at least forty-five (45) days’ prior written give notice of its resignation to BAFC, the Servicer, the Guarantor, the Collateral Agent, the Letter of Credit Agent, the Liquidity Banks and the DepositaryBorrower. Upon receipt of any such notice of resignation, and the Administrative Agent will at Required Banks may, after consultation with the direction of the Majority Liquidity BanksBorrower, resign as appoint a successor Administrative Agent; provided, however, that, in either case, the resignation of the . If no successor Administrative Agent shall not be effective until have been so appointed by the Majority Liquidity Required Banks shall have agreed to the appointment of another Liquidity Bank to perform the duties of the Administrative Agent hereunder, such replacement and shall have accepted such appointment within 30 days after the resigning Administrative Agent's giving of notice of resignation, then the resigning Administrative Agent may, on behalf of the Banks and after consultation with the Borrower, appoint a successor Administrative Agent. Upon the acceptance by any Person of its appointment as a successor Administrative Agent, (a) such Person shall thereupon succeed to and become vested with all the rights, powers, privileges, duties and obligations of the resigning Administrative Agent and the Letter of Credit resigning Administrative Agent shall have delivered be discharged from its duties and obligations as Administrative Agent under the Loan Documents and (b) the resigning Administrative Agent shall promptly transfer all Collateral within its possession or control to the possession or control of the successor Administrative Agent and shall execute and deliver such notices, instructions and assignments as may be necessary or desirable to transfer the rights of the Administrative Agent with respect to the Collateral to the successor Administrative Agent, in exchange for the outstanding Letter of Credit held by the predecessor . After any resigning Administrative Agent, a substitute Letter of Credit in accordance with the terms of Section 2.01(b) of the Letter of Credit Reimbursement Agreement and the Letter of Credit. In the event of such resignation, the Majority Liquidity Banks shall 's resignation as promptly as practicable appoint a successor agent to replace the Administrative Agent; provided that such successor agent shall be a Liquidity Bank under this Agreement. If the Majority Liquidity Banks have not appointed a successor agent within forty-five (45) days of the Administrative Agent’s resignation notice, the resigning Administrative Agent shall appoint a successor. Notwithstanding the resignation of the Administrative Agent hereunder, the provisions of Section 10.01 hereof this Article 8 shall continue to inure to the in effect for its benefit of the Administrative Agent in respect of any action actions taken or omitted to be taken by the Administrative Agent in its capacity as such it while it was such under this Agreementacting as the Administrative Agent.

Resignation of the Administrative Agent. (a) The Administrative Agent may, (i) may resign at any time upon at least forty-five (45) days’ prior written by delivering notice of such resignation to BAFC, the Servicer, the Guarantor, the Collateral Agent, the Letter of Credit Agent, the Liquidity Banks Lenders and the DepositaryBorrower, and effective on the Administrative Agent will at date set forth in such notice or, if no such date is set forth therein, upon the direction of the Majority Liquidity Banks, resign as Administrative Agent; provided, however, that, in either case, the resignation of the Administrative Agent date such notice shall not be effective until the Majority Liquidity Banks shall have agreed to the appointment of another Liquidity Bank to perform the duties of the Administrative Agent hereunder, such replacement shall have accepted such appointment and the Letter of Credit Agent shall have delivered to the successor Administrative Agent, in exchange for the outstanding Letter of Credit held by the predecessor Administrative Agent, a substitute Letter of Credit in accordance with the terms of this Section 2.01(b8.9(a) of and (ii) shall resign (and without further action shall be deemed to have resigned), if the Letter of Credit Reimbursement Agreement Administrative Agent or an Affiliate thereof is a Non-Funding Lender and the Letter Required Lenders have notified the Administrative Agent in writing of Credit. In the event of such resignation, the Majority Liquidity Banks shall as promptly as practicable appoint a successor agent their intent to replace the Administrative Agent; provided that , any such successor agent notice shall be a Liquidity Bank under this Agreementset forth an effective date of such resignation and if no such date is reflected in such notice on the second Business Day following the receipt of such notice. If In all cases, the Majority Liquidity Banks Required Lenders shall have not appointed the right to appoint a successor agent within forty-five (45) Administrative Agent. If, after 30 days after the date of the retiring Administrative Agent’s notice of resignation or 30 days after the date of the Administrative Agent’s resignation noticedismissal by the Required Lenders, the resigning no successor Administrative Agent shall has been appointed by the Required Lenders that has accepted such appointment, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successorsuccessor Administrative Agent from among the Lenders. Notwithstanding Each appointment under this clause (a) shall be subject to the resignation prior consent of the Administrative Agent hereunderBorrower, which may not be unreasonably withheld but shall not be required during the provisions continuance of Section 10.01 hereof shall continue to inure to the benefit an Event of the Administrative Agent in respect of any action taken or omitted to be taken by the Administrative Agent in its capacity as such while it was such under this AgreementDefault.

Resignation of the Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent mayas provided in this Section 11.06, the Administrative Agent may resign at any time upon at least forty-five (45) days’ prior written notice to BAFCby notifying the Lenders, the ServicerIssuing Bank and the Borrower. Upon any such resignation, the GuarantorMajority Lenders shall have the right, subject, if no Event of Default exists, to the Collateral Agent, the Letter of Credit Agent, the Liquidity Banks and the Depositary, and the Administrative Agent will at the direction consent of the Majority Liquidity BanksBorrower, resign as Administrative Agent; provided, however, that, in either case, the resignation of the Administrative Agent to appoint a successor. If no successor shall not be effective until have been so appointed by the Majority Liquidity Banks shall have agreed to the appointment of another Liquidity Bank to perform the duties of the Administrative Agent hereunder, such replacement Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Letter of Credit Agent shall have delivered to the Issuing Bank, appoint a successor Administrative Agent. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, in exchange for such successor shall succeed to and become vested with all the outstanding Letter rights, powers, privileges and duties of Credit held by the predecessor retiring Administrative Agent, a substitute Letter of Credit in accordance with the terms of Section 2.01(b) of the Letter of Credit Reimbursement Agreement and the Letter of Creditretiring Administrative Agent shall be discharged from its duties and obligations hereunder. In The fees payable by the event of such resignation, the Majority Liquidity Banks shall as promptly as practicable appoint Borrower to a successor agent to replace the Administrative Agent; provided that such successor agent Agent shall be a Liquidity Bank under this Agreementthe same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. If the Majority Liquidity Banks have not appointed a successor agent within forty-five (45) days of After the Administrative Agent’s resignation notice, the resigning Administrative Agent shall appoint a successor. Notwithstanding the resignation of the Administrative Agent hereunder, the provisions of this ARTICLE XI and Section 10.01 hereof 12.3 shall continue to inure to in effect for the benefit of the such retiring Administrative Agent Agent, its sub-agents and their respective Related Parties in respect of any action actions taken or omitted to be taken by the Administrative Agent in its capacity as such any of them while it was such under this Agreementacting as Administrative Agent.

Resignation of the Administrative Agent. (a) The Administrative Agent may, may at any time upon at least forty-five (45) days’ prior written give notice of its resignation to BAFCthe Lenders and the Borrower. Upon receipt of any such notice of resignation, the ServicerMajority Lenders may, after consultation with the GuarantorBorrower or without consultation with the Borrower if an Event of Default has occurred and is continuing, the Collateral Agent, the Letter of Credit Agent, the Liquidity Banks and the Depositary, and the Administrative Agent will at the direction of the Majority Liquidity Banks, resign as appoint a successor Administrative Agent; provided, however, that, in either case, the resignation of the . If no successor Administrative Agent shall not be effective until have been so appointed by the Majority Liquidity Banks shall have agreed to the appointment of another Liquidity Bank to perform the duties of the Administrative Agent hereunder, such replacement Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders and after consultation with the Borrower, appoint a successor Administrative Agent. Upon the acceptance by any Person of its appointment as a successor Administrative Agent, (a) such Person shall thereupon succeed to and become vested with all the rights, powers, privileges, duties and obligations of the retiring Administrative Agent and the Letter of Credit retiring Administrative Agent shall have delivered be discharged from its duties and obligations as Administrative Agent under the Loan Documents and (b) the retiring Administrative Agent shall promptly transfer all Collateral within its possession or control to the possession or control of the successor Administrative Agent and shall execute and deliver such notices, instructions and assignments as may be necessary or desirable to transfer the rights of the Administrative Agent with respect to the Collateral to the successor Administrative Agent, in exchange for the outstanding Letter of Credit held by the predecessor Administrative Agent, a substitute Letter of Credit in accordance with the terms of Section 2.01(b) of the Letter of Credit Reimbursement Agreement and the Letter of Credit. In the event of such resignation, the Majority Liquidity Banks shall as promptly as practicable appoint a successor agent to replace the Administrative Agent; provided that such successor agent shall be a Liquidity Bank under this Agreement. If the Majority Liquidity Banks have not appointed a successor agent within forty-five (45) days of the Administrative Agent’s resignation notice, the resigning Administrative Agent shall appoint a successor. Notwithstanding After any the resignation of the any Administrative Agent hereunderas Administrative Agent, the provisions of Section 10.01 hereof this Article 7 shall continue to inure to the in effect for its benefit of the Administrative Agent in respect of any action actions taken or omitted to be taken by the Administrative Agent in its capacity as such it while it was such under this Agreement.acting as the Administrative Agent. ARTICLE 8

Resignation of the Administrative Agent. The Administrative --------------------------------------- Agent may, may at any time upon at least forty-five (45) days’ prior written give notice of its resignation to BAFC, the Servicer, the Guarantor, the Collateral Agent, the Letter of Credit Agent, the Liquidity Banks and the DepositaryBorrowers. Upon receipt of any such notice of resignation, and the Administrative Agent will at Required Banks may, with the direction consent of the Majority Liquidity BanksCompany (which consent shall not be unreasonably withheld), resign as appoint a successor Administrative Agent; provided, however, that, in either case, the resignation of the . If no successor Administrative Agent shall not be effective until have been so appointed by the Majority Liquidity Required Banks shall have agreed to the appointment of another Liquidity Bank to perform the duties of the Administrative Agent hereunder, such replacement and shall have accepted such appointment within 30 days after the retiring Administrative Agent's giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Banks and with the Letter consent of Credit Agent the Company (which consent shall have delivered to not be unreasonably withheld), appoint a successor Administrative Agent. Upon the acceptance by any Person of its appointment as a successor Administrative Agent, in exchange for such Person shall thereupon succeed to and become vested with all the outstanding Letter of Credit held by the predecessor Administrative Agentrights, a substitute Letter of Credit in accordance with the terms of Section 2.01(b) powers, privileges, duties and obligations of the Letter of Credit Reimbursement Agreement retiring Administrative Agent and the Letter of Credit. In the event of such resignation, the Majority Liquidity Banks shall as promptly as practicable appoint a successor agent to replace the Administrative Agent; provided that such successor agent shall be a Liquidity Bank under this Agreement. If the Majority Liquidity Banks have not appointed a successor agent within forty-five (45) days of the Administrative Agent’s resignation notice, the resigning retiring Administrative Agent shall appoint a successor. Notwithstanding the resignation of the be discharged from its duties and obligations as Administrative Agent hereunderunder the Loan Documents. After any retiring Administrative Agent's resignation as Administrative Agent, the provisions of Section 10.01 hereof this Article 9 shall continue to inure to the in effect for its benefit of the Administrative Agent in respect of any action actions taken or omitted to be taken by the Administrative Agent in its capacity as such it while it was such under this Agreementacting as the Administrative Agent.

Resignation of the Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent mayas provided below, the Administrative Agent may resign at any time upon at least forty-five (45) days’ prior written by giving notice thereof to BAFCthe Lenders, the Servicer, the Guarantor, the Collateral Agent, the Letter of Credit Agent, the Liquidity Issuing Banks and the DepositaryBorrower. Upon receipt of any such notice of resignation, the Majority Lenders may, after consultation with the Borrower and the Administrative Agent will at the direction of the Majority Liquidity Issuing Banks, resign as appoint a successor Administrative Agent; provided, however, that, in either case, the resignation of the . If no successor Administrative Agent shall not be effective until have been so appointed by the Majority Liquidity Banks shall have agreed to the appointment of another Liquidity Bank to perform the duties of the Administrative Agent hereunder, such replacement Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders and after consultation with the Borrower and the Letter Issuing Banks, appoint a successor Administrative Agent. Upon the acceptance by any Person of Credit its appointment as a successor Administrative Agent, such Person shall thereupon succeed to and become vested with all the rights, powers, privileges, duties and obligations of the retiring Administrative Agent and the retiring Administrative Agent shall have delivered be discharged from its duties and obligations as Administrative Agent under the Loan Documents and the retiring Administrative Agent shall promptly transfer all Collateral within its possession or control to the possession or control of the successor Administrative Agent and shall execute and deliver such notices, instructions and assignments as may be necessary or desirable to transfer the rights of the Administrative Agent with respect to the Collateral to the successor Administrative Agent, in exchange for the outstanding Letter of Credit held by the predecessor Administrative Agent, a substitute Letter of Credit in accordance with the terms of Section 2.01(b) of the Letter of Credit Reimbursement Agreement and the Letter of Credit. In the event of such resignation, the Majority Liquidity Banks shall as promptly as practicable appoint a successor agent to replace the Administrative Agent; provided that such successor agent shall be a Liquidity Bank under this Agreement. If the Majority Liquidity Banks have not appointed a successor agent within forty-five (45) days of the After any retiring Administrative Agent’s resignation notice, the resigning as Administrative Agent shall appoint a successor. Notwithstanding the resignation of the Administrative Agent hereunderAgent, the provisions of Section 10.01 hereof this Article 8 shall continue to inure to the in effect for its benefit of the Administrative Agent in respect of any action actions taken or omitted to be taken by the Administrative Agent in its capacity as such it while it was such under this Agreementacting as the Administrative Agent.

Resignation of the Administrative Agent. The Administrative Agent may, at any time upon at least forty-five (45) days’ ' prior written notice to BAFC, the Servicer, the Guarantor, the Collateral Agent, the Letter of Credit Agent, the Liquidity Banks and the Depositary, and the Administrative Agent will at the direction of the Majority Liquidity Banks, resign as Administrative Agent; providedPROVIDED, howeverHOWEVER, that, in either case, the resignation of the Administrative Agent shall not be effective until the Majority Liquidity Banks shall have agreed to the appointment of another Liquidity Bank to perform the duties of the Administrative Agent hereunder, such replacement shall have accepted such appointment and the Letter of Credit Agent shall have delivered to the successor Administrative Agent, in exchange for the outstanding Letter of Credit held by the predecessor Administrative Agent, a substitute Letter of Credit in accordance with the terms of Section 2.01(bSECTION 2.01(B) of the Letter of Credit Reimbursement Agreement and the Letter of Credit. In the event of such resignation, the Majority Liquidity Banks shall as promptly as practicable appoint a successor agent to replace the Administrative Agent; provided that such successor agent shall be a Liquidity Bank under this Agreement. If the Majority Liquidity Banks have not appointed a successor agent within forty-five (45) days of the Administrative Agent’s 's resignation notice, the resigning Administrative Agent shall appoint a successor. Notwithstanding the resignation of the Administrative Agent hereunder, the provisions of Section SECTION 10.01 hereof shall continue to inure to the benefit of the Administrative Agent in respect of any action taken or omitted to be taken by the Administrative Agent in its capacity as such while it was such under this Agreement.

Resignation of the Administrative Agent. Successor -------------------------------------------------- Administrative Agent. (a) The Administrative Agent may, at any time may resign as the -------------------- Administrative Agent upon at least forty-five (45) 20 days’ prior written ' notice to BAFC, the Servicer, the Guarantor, the Collateral Agent, the Letter of Credit Agent, the Liquidity Banks and the Depositary, and the Administrative Agent will at the direction of the Majority Liquidity Banks, resign as Administrative Agent; provided, however, that, in either case, . Upon the resignation of the Administrative Agent shall not be effective until Agent, the Majority Liquidity Required Banks shall have agreed appoint from among the Banks a successor Administrative Agent which is a bank or a trust company for the Banks subject to prior approval by each Borrower (such approval not to be unreasonably withheld), whereupon such successor agent shall succeed to the appointment of another Liquidity Bank to perform the rights, powers and duties of the Administrative Agent hereunderAgent, such replacement shall have accepted such appointment and the Letter of Credit Agent shall have delivered to the successor term "Administrative Agent, in exchange for the outstanding Letter of Credit held by the predecessor Administrative Agent, a substitute Letter of Credit in accordance with the terms of Section 2.01(b) of the Letter of Credit Reimbursement Agreement and the Letter of Credit. In the event of such resignation, the Majority Liquidity Banks " shall as promptly as practicable appoint a successor agent to replace the Administrative Agent; provided that include such successor agent effective upon its appointment, and the resigning Administrative Agent's rights, powers and duties as the Administrative Agent shall be a Liquidity Bank under 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. If the Majority Liquidity Banks have not appointed a successor agent within forty-five (45) days of the Administrative Agent’s resignation notice, the resigning Administrative Agent shall appoint a successor. Notwithstanding After the resignation of the Administrative Agent hereunder, the provisions of this Section 10.01 hereof 11 shall continue to inure to the its benefit of the Administrative Agent in respect of as to any action actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. In the event no successor Administrative Agent has been appointed by the end of such 20 day period, the resignation of the Administrative Agent in its capacity as such while it was such under this Agreementshall become effective and the Required Banks shall perform the duties of the Administrative Agent until a successor Administrative Agent is appointed.

Resignation of the Administrative Agent. The Successor -------------------------------------------------- Administrative Agent. Subject to the appointment and acceptance of a successor -------------------- as provided below, the Administrative Agent may, may resign at any time upon at least forty-five (45) days’ prior written by giving notice thereof to BAFCthe Lenders and the Borrowers. Upon any such resignation, the Servicer, Required Lenders shall have the Guarantor, the Collateral right to appoint a successor Administrative Agent, the Letter of Credit Agent, the Liquidity Banks and the Depositary, and the Administrative Agent will at the direction of the Majority Liquidity Banks, resign as Administrative Agent; provided, however, that, in either case, the resignation of the which successor shall be an Eligible Assignee. If no successor Administrative Agent shall not be effective until have been so appointed by the Majority Liquidity Banks shall have agreed to the appointment of another Liquidity Bank to perform the duties of the Administrative Agent hereunder, such replacement Required Lenders and shall have accepted such appointment and within thirty (30) days after the Letter Administrative Agent's giving of Credit notice of resignation, then the Administrative Agent shall have delivered to may, on behalf of the Lenders, appoint a successor Administrative Agent, in exchange for which successor shall have minimum capital and surplus of at least $500,000,000. Upon the outstanding Letter acceptance of Credit held any appointment as Administrative Agent hereunder by the predecessor a successor Administrative Agent, a substitute Letter of Credit in accordance with the terms of Section 2.01(b) of the Letter of Credit Reimbursement Agreement and the Letter of Credit. In the event of such resignation, the Majority Liquidity Banks shall as promptly as practicable appoint a successor agent to replace the Administrative Agent; provided that such successor agent shall be a Liquidity Bank under this Agreement. If the Majority Liquidity Banks have not appointed a successor agent within forty-five (45) days of the Administrative Agent’s resignation notice, the resigning Administrative Agent shall appoint a successor. Notwithstanding the resignation thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, the provisions of this Section 10.01 hereof 12.9 shall continue to inure to the in effect for its benefit of the Administrative Agent in ------------ respect of any action actions taken or omitted to be taken by the Administrative Agent in its capacity as such it while it was such under this Agreementacting as Administrative Agent.

Resignation of the Administrative Agent. The Successor -------------------------------------------------- Administrative Agent. Subject to the appointment and acceptance of a successor -------------------- as provided below, the Administrative Agent may, may resign at any time upon by giving notice thereof to the Lenders and the Borrower. Upon any such resignation, the Required Lenders, with the approval of the Borrower so long as no Default or Event of Default has occurred and is continuing, shall have the right to appoint a successor Administrative Agent, which successor shall have minimum capital and surplus of at least forty-five (45) days’ prior written notice to BAFC, the Servicer, the Guarantor, the Collateral Agent, the Letter of Credit Agent, the Liquidity Banks and the Depositary, and the Administrative Agent will at the direction of the Majority Liquidity Banks, resign as Administrative Agent; provided, however, that, in either case, the resignation of the $500,000,000. If no successor Administrative Agent shall not be effective until have been so appointed by the Majority Liquidity Banks shall have agreed to the appointment of another Liquidity Bank to perform the duties of the Administrative Agent hereunder, such replacement Required Lenders and shall have accepted such appointment and within thirty (30) days after the Letter Administrative Agent's giving of Credit notice of resignation, then the Administrative Agent shall have delivered to may, on behalf of the Lenders, appoint a successor Administrative Agent, in exchange for which successor shall have minimum capital and surplus of at least $500,000,000. Upon the outstanding Letter acceptance of Credit held any appointment as Administrative Agent hereunder by the predecessor a successor Administrative Agent, a substitute Letter of Credit in accordance with the terms of Section 2.01(b) of the Letter of Credit Reimbursement Agreement and the Letter of Credit. In the event of such resignation, the Majority Liquidity Banks shall as promptly as practicable appoint a successor agent to replace the Administrative Agent; provided that such successor agent shall be a Liquidity Bank under this Agreement. If the Majority Liquidity Banks have not appointed a successor agent within forty-five (45) days of the Administrative Agent’s resignation notice, the resigning Administrative Agent shall appoint a successor. Notwithstanding the resignation thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, the provisions of this Section 10.01 hereof 13 shall continue in effect for its benefit with respect to inure to the benefit of the Administrative Agent in respect of any action actions taken or omitted to be taken by the Administrative Agent in its capacity as such it while it was such under this Agreementacting as Administrative Agent.

Resignation of the Administrative Agent. The Administrative Agent may, may at any time upon at least forty-five (45) days’ prior written give notice of its resignation to BAFCthe Issuing Bank, the Servicer, the Guarantor, the Collateral Agent, the Letter of Credit Agent, the Liquidity Banks and the DepositaryBorrower. Upon receipt of any such notice of resignation, and the Administrative Agent will at Required Banks may, with the direction consent of the Majority Liquidity BanksBorrower (which consent shall not be unreasonably withheld and shall not be required during an Event of Default), resign as appoint a successor Administrative Agent; provided, however, that, in either case, the resignation of the . If no successor Administrative Agent shall not be effective until have been so appointed by the Majority Liquidity Required Banks shall have agreed to the appointment of another Liquidity Bank to perform the duties of the Administrative Agent hereunder, such replacement and shall have accepted such appointment within 30 days after the retiring Administrative Agent's giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Issuing Bank and the Letter Banks and after consultation with the Issuing Bank, the Banks and the Borrower, appoint a successor Administrative Agent. Upon the acceptance by any Person of Credit Agent shall have delivered to the its appointment as a successor Administrative Agent, in exchange for such Person shall thereupon succeed to and become vested with all the outstanding Letter of Credit held by the predecessor Administrative Agentrights, a substitute Letter of Credit in accordance with the terms of Section 2.01(b) powers, privileges, duties and obligations of the Letter of Credit Reimbursement Agreement retiring Administrative Agent and the Letter of Credit. In the event of such resignation, the Majority Liquidity Banks shall as promptly as practicable appoint a successor agent to replace the Administrative Agent; provided that such successor agent shall be a Liquidity Bank under this Agreement. If the Majority Liquidity Banks have not appointed a successor agent within forty-five (45) days of the Administrative Agent’s resignation notice, the resigning retiring Administrative Agent shall appoint a successor. Notwithstanding the resignation of the be discharged from its duties and obligations as Administrative Agent hereunderunder the Loan Documents. After any retiring Administrative Agent's resignation as Administrative Agent, the provisions of Section 10.01 hereof this Article VIII shall continue to inure to the in effect for its benefit of the Administrative Agent in respect of any action actions taken or omitted to be taken by the Administrative Agent in its capacity as such it while it was such under this Agreementacting as the Administrative Agent.

Resignation of the Administrative Agent. The Successor -------------------------------------------------- Administrative Agent. --------------------- Subject to the appointment and acceptance of a successor as provided below, the Administrative Agent may, may resign at any time upon by giving notice thereof to the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent, which successor shall have minimum capital and surplus of at least forty-five (45) days’ prior written notice to BAFC, the Servicer, the Guarantor, the Collateral Agent, the Letter of Credit Agent, the Liquidity Banks and the Depositary, and the Administrative Agent will at the direction of the Majority Liquidity Banks, resign as Administrative Agent; provided, however, that, in either case, the resignation of the $500,000,000. If no successor Administrative Agent shall not be effective until have been so appointed by the Majority Liquidity Banks shall have agreed to the appointment of another Liquidity Bank to perform the duties of the Administrative Agent hereunder, such replacement Required Lenders and shall have accepted such appointment and within thirty (30) days after the Letter Administrative Agent's giving of Credit notice of resignation, then the Administrative Agent shall have delivered to may, on behalf of the Lenders, appoint a successor Administrative Agent, in exchange for which successor shall have minimum capital and surplus of at least $500,000,000. Upon the outstanding Letter acceptance of Credit held any appointment as Administrative Agent hereunder by the predecessor a successor Administrative Agent, a substitute Letter of Credit in accordance with the terms of Section 2.01(b) of the Letter of Credit Reimbursement Agreement and the Letter of Credit. In the event of such resignation, the Majority Liquidity Banks shall as promptly as practicable appoint a successor agent to replace the Administrative Agent; provided that such successor agent shall be a Liquidity Bank under this Agreement. If the Majority Liquidity Banks have not appointed a successor agent within forty-five (45) days of the Administrative Agent’s resignation notice, the resigning Administrative Agent shall appoint a successor. Notwithstanding the resignation thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, the provisions of this Section 10.01 hereof 13.9 shall continue to inure to the in effect for its benefit of the Administrative Agent in respect of any action actions taken or omitted to be taken by the Administrative Agent in its capacity as such it while it was such under this Agreementacting as Administrative Agent.

Resignation of the Administrative Agent. The Administrative Agent mayAgent, or any agent or agents hereafter appointed, at any time upon at least forty-five (45) days’ prior may resign by giving written notice of resignation to the Company and the Lenders and complying with the applicable provisions of this Section. The Administrative Agent may be removed in accordance with the applicable provisions of Section 12.6 and with written notice to BAFCthe Company. Upon receiving such notice of resignation or removal, the Servicer, the Guarantor, the Collateral Agent, the Letter of Credit Agent, the Liquidity Banks and the Depositary, and the Administrative Agent will at the direction of the Majority Liquidity Banks, resign as Administrative Agent; provided, however, that, in either case, the resignation of the a successor Administrative Agent shall not be effective until promptly appointed by unanimous action of the Majority Liquidity Banks Lenders by written instrument, in duplicate, one copy of which instrument shall have agreed be delivered to the appointment of another Liquidity Bank to perform the duties of the resigning Administrative Agent hereunder, such replacement shall have accepted such appointment and the Letter of Credit Agent shall have delivered one copy to the successor Administrative Agent, in exchange for . If no successor Administrative Agent shall have been so appointed and have accepted the outstanding Letter appointment within thirty (30) days after such notice of Credit held by the predecessor Administrative Agent, a substitute Letter of Credit in accordance with the terms of Section 2.01(b) of the Letter of Credit Reimbursement Agreement and the Letter of Credit. In the event of such resignation, the Majority Liquidity Banks shall as promptly as practicable appoint a successor agent to replace the Administrative Agent; provided that such successor agent shall be a Liquidity Bank under this Agreement. If the Majority Liquidity Banks have not appointed a successor agent within forty-five (45) days of the Administrative Agent’s resignation notice, then the resigning Administrative Agent shall may appoint a successor. Notwithstanding successor Administrative Agent, which shall itself be subject, however, to removal by the resignation Lenders (other than any Lender which is then the Administrative Agent) without cause (i.e., notwithstanding the conditions to removal of the Administrative Agent hereunderstated in Section 12.6) upon thirty (30) days' written notice, provided that the provisions of Section 10.01 hereof shall continue removing Lenders designate another successor Administrative Agent in such notice - or in a separate written notice given on or before five (5) days thereafter - to inure to the benefit of the Administrative Agent being removed. If the resigning Administrative Agent does not appoint a successor Administrative Agent as provided in respect of the preceding sentence, then the resigning Administrative Agent or the Lenders (other than any action taken or omitted to be taken by Lender which is then the Administrative Agent in its capacity Agent) may petition any appropriate court for the appointment of a successor Administrative Agent. After such notices, if any, as it may deem proper and prescribe, such while it was such under this Agreementcourt may appoint a successor Administrative Agent.

Resignation of the Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent mayas provided in this Section 9.08, the Administrative Agent may resign at any time upon at least forty-five (45) days’ prior written notice to BAFCby notifying the Lenders and the Company. Upon any such resignation, the ServicerRequired Lenders shall have the right, in consultation with the Guarantor, the Collateral Agent, the Letter of Credit Agent, the Liquidity Banks and the Depositary, and Company to appoint a successor to the Administrative Agent will at the direction of the Majority Liquidity Banks, resign as Administrative Agent; provided, however, that, in either case, the resignation of the Administrative Agent shall not be effective until the Majority Liquidity Banks . If no successor shall have agreed to been so appointed by the appointment of another Liquidity Bank to perform the duties of the Administrative Agent hereunder, such replacement Required Lenders and shall have accepted such appointment within 30 days after the resigning Administrative Agent gives notice of its resignation, then the resigning Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank with an office in New York, New York. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the Letter rights, powers, privileges and duties of Credit Agent shall have delivered to the successor resigning Administrative Agent, in exchange for the outstanding Letter of Credit held by the predecessor Administrative Agent, a substitute Letter of Credit in accordance with the terms of Section 2.01(b) of the Letter of Credit Reimbursement Agreement and the Letter of Credit. In the event of such resignation, the Majority Liquidity Banks shall as promptly as practicable appoint a successor agent to replace the Administrative Agent; provided that such successor agent shall be a Liquidity Bank under this Agreement. If the Majority Liquidity Banks have not appointed a successor agent within forty-five (45) days of the Administrative Agent’s resignation notice, the resigning Administrative Agent shall appoint be discharged from its duties and obligations hereunder. The fees payable by the Company to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. Notwithstanding the resignation of After the Administrative Agent Agent's resignation hereunder, the provisions of this Article and Section 10.01 hereof 10.03 shall continue to inure to in effect for the benefit of the such resigning Administrative Agent in respect of any action actions taken or omitted to be taken by the Administrative Agent in its capacity as such it while it was such under this Agreementacting as the Administrative Agent.

Resignation of the Administrative Agent. The Administrative Agent may, may at any time upon at least forty-five (45) days’ prior written give notice of its resignation to BAFC, the Servicer, the Guarantor, the Collateral Agent, the Letter of Credit Agent, the Liquidity Banks and the DepositaryBorrowers. Upon receipt of any such notice of resignation, and the Administrative Agent will at Required Banks may, with the direction consent of the Majority Liquidity BanksPremiere (which consent shall not be unreasonably withheld), resign as appoint a successor Administrative Agent; provided, however, that, in either case, the resignation of the . If no successor Administrative Agent shall not be effective until have been so appointed by the Majority Liquidity Required Banks shall have agreed to the appointment of another Liquidity Bank to perform the duties of the Administrative Agent hereunder, such replacement and shall have accepted such appointment within 30 days after the retiring Administrative Agent's giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Banks and with the Letter consent of Credit Agent Premiere (which consent shall have delivered to not be unreasonably withheld), appoint a successor Administrative Agent. Upon the acceptance by any Person of its appointment as a successor Administrative Agent, in exchange for such Person shall thereupon succeed to and become vested with all the outstanding Letter of Credit held by the predecessor Administrative Agentrights, a substitute Letter of Credit in accordance with the terms of Section 2.01(b) powers, privileges, duties and obligations of the Letter of Credit Reimbursement Agreement retiring Administrative Agent and the Letter of Credit. In the event of such resignation, the Majority Liquidity Banks shall as promptly as practicable appoint a successor agent to replace the Administrative Agent; provided that such successor agent shall be a Liquidity Bank under this Agreement. If the Majority Liquidity Banks have not appointed a successor agent within forty-five (45) days of the Administrative Agent’s resignation notice, the resigning retiring Administrative Agent shall appoint a successor. Notwithstanding the resignation of the be discharged from its duties and obligations as Administrative Agent hereunderunder the Loan Documents. After any retiring Administrative Agent's resignation as Administrative Agent, the provisions of Section 10.01 hereof this Article 9 shall continue to inure to the in effect for its benefit of the Administrative Agent in respect of any action actions taken or omitted to be taken by the Administrative Agent in its capacity as such it while it was such under this Agreementacting as the Administrative Agent.

Resignation of the Administrative Agent. The Successor -------------------------------------------------- Administrative Agent. Subject to the appointment and acceptance of a successor -------------------- as provided below, the Administrative Agent may, may resign at any time upon by giving thirty (30) days prior notice thereof to the Lenders and the Borrowers. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent, which successor shall have minimum capital and surplus of at least forty-five (45) days’ prior written notice to BAFC, the Servicer, the Guarantor, the Collateral Agent, the Letter of Credit Agent, the Liquidity Banks and the Depositary, and the Administrative Agent will at the direction of the Majority Liquidity Banks, resign as Administrative Agent; provided, however, that, in either case, the resignation of the $500,000,000. If no successor Administrative Agent shall not be effective until have been so appointed by the Majority Liquidity Banks shall have agreed to the appointment of another Liquidity Bank to perform the duties of the Administrative Agent hereunder, such replacement Required Lenders and shall have accepted such appointment and within thirty (30) days after the Letter Administrative Agent's giving of Credit notice of resignation, then the Administrative Agent shall have delivered to may, on behalf of the Lenders, appoint a successor Administrative Agent, in exchange for which successor shall have minimum capital and surplus of at least $500,000,000. Upon the outstanding Letter acceptance of Credit held any appointment as Administrative Agent hereunder by the predecessor a successor Administrative Agent, a substitute Letter of Credit in accordance with the terms of Section 2.01(b) of the Letter of Credit Reimbursement Agreement and the Letter of Credit. In the event of such resignation, the Majority Liquidity Banks shall as promptly as practicable appoint a successor agent to replace the Administrative Agent; provided that such successor agent shall be a Liquidity Bank under this Agreement. If the Majority Liquidity Banks have not appointed a successor agent within forty-five (45) days of the Administrative Agent’s resignation notice, the resigning Administrative Agent shall appoint a successor. Notwithstanding the resignation thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, the provisions of this Section 10.01 hereof 13.9 shall continue to inure to the in effect for its benefit of the Administrative Agent in respect of any action actions taken or omitted to be taken by the Administrative Agent in its capacity as such it while it was such under this Agreementacting as Administrative Agent.

Resignation of the Administrative Agent. The Administrative Agent may, may resign at any time upon at least forty-five by giving notice thereof to the Lenders and the Company. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent (45) days’ with the prior written notice to BAFC, the Servicer, the Guarantor, the Collateral Agent, the Letter of Credit Agent, the Liquidity Banks and the Depositary, and the Administrative Agent will at the direction consent of the Majority Liquidity BanksCompany, resign as Administrative Agent; provided, however, that, in either case, the resignation of the which consent shall not be unreasonably withheld or delayed). If no successor Administrative Agent shall not be effective until have been so appointed by the Majority Liquidity Banks shall have agreed to the appointment of another Liquidity Bank to perform the duties of the Administrative Agent hereunder, such replacement Required Lenders and shall have accepted such appointment within thirty days after the retiring Administrative Agent's giving of notice of resignation, then the retiring Administrative Agent may (with the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed), on behalf of the Lenders, appoint a successor Administrative Agent which shall be a commercial bank organized under the laws of the United States of America having combined capital and surplus of at least $100,000,000. Upon the Letter acceptance of Credit any appointment as Administrative Agent hereunder by a successor, such successor shall have delivered thereupon succeed to and become vested with all the successor rights, powers, discretion, privileges, and duties of the retiring Administrative Agent, in exchange for the outstanding Letter of Credit held by the predecessor Administrative Agent, a substitute Letter of Credit in accordance with the terms of Section 2.01(b) of the Letter of Credit Reimbursement Agreement and the Letter of Credit. In the event of such resignation, the Majority Liquidity Banks shall as promptly as practicable appoint a successor agent to replace the Administrative Agent; provided that such successor agent shall be a Liquidity Bank under this Agreement. If the Majority Liquidity Banks have not appointed a successor agent within forty-five (45) days of the Administrative Agent’s resignation notice, the resigning retiring Administrative Agent shall appoint a successorbe discharged from its duties and obligations hereunder. Notwithstanding the After any retiring Administrative Agent's resignation of the hereunder as Administrative Agent hereunderAgent, the provisions of this Section 10.01 hereof 10 shall continue to inure to the in effect for its benefit of the Administrative Agent in respect of any action actions taken or omitted to be by taken by the Administrative Agent in its capacity as such it while it was such under this Agreementacting as Administrative Agent.

Resignation of the Administrative Agent. The Administrative Agent mayAgent, or any agent or agents hereafter appointed, at any time upon at least forty-five (45) days’ prior may resign by giving written notice of resignation to the Obligors and the Banks and complying with the applicable provisions of this Section. The Administrative Agent may be removed in accordance with the applicable provisions of Section 9.7 and with written notice to BAFCthe Obligors. Upon receiving such notice of resignation or removal, the Servicer, the Guarantor, the Collateral Agent, the Letter of Credit Agent, the Liquidity Banks and the Depositary, and the Administrative Agent will at the direction of the Majority Liquidity Banks, resign as Administrative Agent; provided, however, that, in either case, the resignation of the a successor Administrative Agent shall not be effective until promptly appointed by unanimous action of the Majority Liquidity Banks (including GFB) by written instrument, in duplicate, one copy of which instrument shall have agreed be delivered to the appointment of another Liquidity Bank to perform the duties of the resigning Administrative Agent hereunder, such replacement shall have accepted such appointment and the Letter of Credit Agent shall have delivered one copy to the successor Administrative Agent, in exchange for . If no successor Administrative Agent shall have been so appointed and have accepted the outstanding Letter appointment within thirty (30) days after such notice of Credit held by the predecessor Administrative Agent, a substitute Letter of Credit in accordance with the terms of Section 2.01(b) of the Letter of Credit Reimbursement Agreement and the Letter of Credit. In the event of such resignation, the Majority Liquidity Banks shall as promptly as practicable appoint a successor agent to replace the Administrative Agent; provided that such successor agent shall be a Liquidity Bank under this Agreement. If the Majority Liquidity Banks have not appointed a successor agent within forty-five (45) days of the Administrative Agent’s resignation notice, then the resigning Administrative Agent shall may appoint a successor. Notwithstanding successor Administrative Agent, which shall itself be subject, however, to removal by the resignation Banks (other than any Bank which is then the Administrative Agent) without cause (i.e., notwithstanding the conditions to removal of the Administrative Agent hereunderstated in Section 9.7) upon thirty (30) days' written notice, provided that the provisions of Section 10.01 hereof shall continue removing Banks designate another successor Administrative Agent in such notice -- or in a separate written notice given on or before five (5) days thereafter -- to inure to the benefit of the Administrative Agent being removed. If the resigning Administrative Agent does not appoint a successor Administrative Agent as provided in respect of the preceding sentence, then the resigning Administrative Agent or the Banks (other than any action taken or omitted to be taken by Bank which is then the Administrative Agent in its capacity Agent) may petition any appropriate court for the appointment of a successor Administrative Agent. After such notices, if any, as it may deem proper and prescribe, such while it was such under this Agreementcourt may appoint a successor Administrative Agent.

Resignation of the Administrative Agent. The Successor -------------------------------------------------- Administrative Agent. Subject to the appointment and acceptance of a successor -------------------- as provided below, the Administrative Agent may, may resign at any time upon by giving thirty (30) days prior notice thereof to the Lenders and the Borrowers. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent, which successor shall have minimum capital and surplus of at least forty-five (45) days’ prior written notice to BAFC, the Servicer, the Guarantor, the Collateral Agent, the Letter of Credit Agent, the Liquidity Banks and the Depositary, and the Administrative Agent will at the direction of the Majority Liquidity Banks, resign as Administrative Agent; provided, however, that, in either case, the resignation of the $500,000,000. If no successor Administrative Agent shall not be effective until have been so appointed by the Majority Liquidity Banks shall have agreed to the appointment of another Liquidity Bank to perform the duties of the Administrative Agent hereunder, such replacement Required Lenders and shall have accepted such appointment and within thirty (30) days after the Letter Administrative Agent's giving of Credit notice of resignation, then the Administrative Agent shall have delivered to may, on behalf of the Lenders, appoint a successor Administrative Agent, in exchange for which successor shall have minimum capital and surplus of at least $500,000,000. Upon the outstanding Letter acceptance of Credit held any appointment as Administrative Agent hereunder by the predecessor a successor Administrative Agent, a substitute Letter of Credit in accordance with the terms of Section 2.01(b) of the Letter of Credit Reimbursement Agreement and the Letter of Credit. In the event of such resignation, the Majority Liquidity Banks shall as promptly as practicable appoint a successor agent to replace the Administrative Agent; provided that such successor agent shall be a Liquidity Bank under this Agreement. If the Majority Liquidity Banks have not appointed a successor agent within forty-five (45) days of the Administrative Agent’s resignation notice, the resigning Administrative Agent shall appoint a successor. Notwithstanding the resignation thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, the provisions of Section 10.01 hereof this Article 13 shall continue to inure to the in effect for its benefit of the Administrative Agent in respect of any action actions taken or omitted to be taken by the Administrative Agent in its capacity as such it while it was such under this Agreementacting as Administrative Agent.

Resignation of the Administrative Agent. The Successor -------------------------------------------------- Administrative Agent. Subject to the appointment and acceptance of a -------------------- successor as provided below, the Administrative Agent may, may resign at any time upon by giving notice thereof to the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent, which successor shall have minimum capital and surplus of at least forty-five (45) days’ prior written notice to BAFC, the Servicer, the Guarantor, the Collateral Agent, the Letter of Credit Agent, the Liquidity Banks and the Depositary, and the Administrative Agent will at the direction of the Majority Liquidity Banks, resign as Administrative Agent; provided, however, that, in either case, the resignation of the $500,000,000. If no successor Administrative Agent shall not be effective until have been so appointed by the Majority Liquidity Banks shall have agreed to the appointment of another Liquidity Bank to perform the duties of the Administrative Agent hereunder, such replacement Required Lenders and shall have accepted such appointment and within thirty (30) days after the Letter Administrative Agent's giving of Credit notice of resignation, then the Administrative Agent shall have delivered to may, on behalf of the Lenders, appoint a successor Administrative Agent, in exchange for which successor shall have minimum capital and surplus of at least $500,000,000. Upon the outstanding Letter acceptance of Credit held any appointment as Administrative Agent hereunder by the predecessor a successor Administrative Agent, a substitute Letter of Credit in accordance with the terms of Section 2.01(b) of the Letter of Credit Reimbursement Agreement and the Letter of Credit. In the event of such resignation, the Majority Liquidity Banks shall as promptly as practicable appoint a successor agent to replace the Administrative Agent; provided that such successor agent shall be a Liquidity Bank under this Agreement. If the Majority Liquidity Banks have not appointed a successor agent within forty-five (45) days of the Administrative Agent’s resignation notice, the resigning Administrative Agent shall appoint a successor. Notwithstanding the resignation thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, the provisions of this Section 10.01 hereof 11.9 shall continue to inure to the in effect for its benefit of the Administrative Agent in respect of any action actions taken or omitted to be taken by the Administrative Agent in its capacity as such it while it was such under this Agreementacting as Administrative Agent.

Resignation of the Administrative Agent. The Successor -------------------------------------------------- Administrative Agent. Subject to the appointment and acceptance of a successor -------------------- as provided below, the Administrative Agent may, may resign at any time upon by giving notice thereof to the Lenders and the Borrowers. Upon any such resignation, the Required Lenders shall have the right, with the consent of the Company, which consent shall not be unreasonably withheld, to appoint a successor Administrative Agent, which successor shall have minimum capital and surplus of at least forty-five (45) days’ prior written notice to BAFC, the Servicer, the Guarantor, the Collateral Agent, the Letter of Credit Agent, the Liquidity Banks and the Depositary, and the Administrative Agent will at the direction of the Majority Liquidity Banks, resign as Administrative Agent; provided, however, that, in either case, the resignation of the $500,000,000. If no successor Administrative Agent shall not be effective until have been so appointed by the Majority Liquidity Banks shall have agreed to the appointment of another Liquidity Bank to perform the duties of the Administrative Agent hereunder, such replacement Required Lenders and shall have accepted such appointment and within thirty (30) days after the Letter Administrative Agent's giving of Credit notice of resignation, then the Administrative Agent shall have delivered to may, on behalf of the Lenders, appoint a successor Administrative Agent, in exchange for which successor shall have minimum capital and surplus of at least $500,000,000. Upon the outstanding Letter acceptance of Credit held any appointment as Administrative Agent hereunder by the predecessor a successor Administrative Agent, a substitute Letter of Credit in accordance with the terms of Section 2.01(b) of the Letter of Credit Reimbursement Agreement and the Letter of Credit. In the event of such resignation, the Majority Liquidity Banks shall as promptly as practicable appoint a successor agent to replace the Administrative Agent; provided that such successor agent shall be a Liquidity Bank under this Agreement. If the Majority Liquidity Banks have not appointed a successor agent within forty-five (45) days of the Administrative Agent’s resignation notice, the resigning Administrative Agent shall appoint a successor. Notwithstanding the resignation thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, the provisions of this Section 10.01 hereof 13.9 shall continue to inure to the in effect for its benefit of the Administrative Agent in respect of any action actions taken or omitted to be taken by the Administrative Agent in its capacity as such it while it was such under this Agreementacting as Administrative Agent.

Resignation of the Administrative Agent. The Successor -------------------------------------------------- Administrative Agent. Subject to the appointment and acceptance of a successor -------------------- as provided below, the Administrative Agent may, may resign at any time upon by giving notice thereof to the Lenders and the Borrowers. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent, which successor shall have minimum capital and surplus of at least forty-five (45) days’ prior written notice to BAFC, the Servicer, the Guarantor, the Collateral Agent, the Letter of Credit Agent, the Liquidity Banks and the Depositary, and the Administrative Agent will at the direction of the Majority Liquidity Banks, resign as Administrative Agent; provided, however, that, in either case, the resignation of the $500,000,000. If no successor Administrative Agent shall not be effective until have been so appointed by the Majority Liquidity Banks shall have agreed to the appointment of another Liquidity Bank to perform the duties of the Administrative Agent hereunder, such replacement Required Lenders and shall have accepted such appointment and within thirty (30) days after the Letter Administrative Agent's giving of Credit notice of resignation, then the Administrative Agent shall have delivered to may, on behalf of the Lenders, appoint a successor Administrative Agent, in exchange for which successor shall have minimum capital and surplus of at least $500,000,000. Upon the outstanding Letter acceptance of Credit held any appointment as Administrative Agent hereunder by the predecessor a successor Administrative Agent, a substitute Letter of Credit in accordance with the terms of Section 2.01(b) of the Letter of Credit Reimbursement Agreement and the Letter of Credit. In the event of such resignation, the Majority Liquidity Banks shall as promptly as practicable appoint a successor agent to replace the Administrative Agent; provided that such successor agent shall be a Liquidity Bank under this Agreement. If the Majority Liquidity Banks have not appointed a successor agent within forty-five (45) days of the Administrative Agent’s resignation notice, the resigning Administrative Agent shall appoint a successor. Notwithstanding the resignation thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, the provisions of this Section 10.01 hereof 12.9 shall ------------ continue to inure to the in effect for its benefit of the Administrative Agent in respect of any action actions taken or omitted to be taken by the Administrative Agent in its capacity as such it while it was such under this Agreementacting as Administrative Agent.

Resignation of the Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent as provided below, the Administrative Agent may, with the prior written consent of the Borrower (such consent not to be unreasonably withheld), resign at any time upon at least forty-five (45) days’ prior by giving written notice thereof to BAFC, the Servicer, the Guarantor, the Collateral Agent, the Letter of Credit Agent, the Liquidity Banks Lenders and the Depositary, and the Administrative Agent will at the direction of the Majority Liquidity Banks, resign as Administrative Agent; provided, however, that, in either case, the Borrower. Upon any such resignation of the Administrative Agent, the Required Lenders shall have the right to appoint, with the consent of the Borrower (such consent not to be unreasonably withheld), a successor Administrative Agent. If no successor Administrative Agent shall not be effective until have been so appointed by the Majority Liquidity Banks shall have agreed to the appointment of another Liquidity Bank to perform the duties of the Administrative Agent hereunderRequired Xxxxxxx, such replacement and shall have accepted such appointment and appointment, within thirty (30) days after the Letter retiring Administrative Agent’s giving of Credit notice of resignation, then the retiring Administrative Agent shall have delivered to may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a commercial bank, or an Affiliate of a commercial bank, having an office in exchange for the outstanding Letter United States of Credit held America and having a combined capital and surplus of at least $200,000,000. Upon the acceptance of its appointment as Administrative Agent hereunder by the predecessor a successor Administrative Agent, a substitute Letter of Credit in accordance such successor Administrative Agent shall thereupon succeed to and become vested with all the terms of Section 2.01(b) rights and duties of the Letter of Credit Reimbursement Agreement retiring Administrative Agent, and the Letter of Credit. In the event of such resignation, the Majority Liquidity Banks shall as promptly as practicable appoint a successor agent to replace the retiring Administrative Agent; provided that such successor agent Agent shall be a Liquidity Bank discharged from its duties and obligations hereunder and under this Agreementthe other Loan Documents. If the Majority Liquidity Banks have not appointed a successor agent within forty-five (45) days of the After any retiring Administrative Agent’s resignation notice, the resigning hereunder as Administrative Agent shall appoint a successor. Notwithstanding the resignation of the Administrative Agent hereunderAgent, the provisions of this Section 10.01 hereof 11 shall continue to inure to the its benefit of the Administrative Agent in respect of as to any action actions taken or omitted to be taken by the Administrative Agent in its capacity as such it while it was such under this Agreement.Administrative Agent. 63

Resignation of the Administrative Agent. The Administrative Agent may, may at any time upon at least forty-five (45) days’ prior written give notice of its resignation to BAFCthe Banks, the ServicerIssuing Bank and the Borrower. Upon receipt of any such notice of resignation, the Guarantor, the Collateral Agent, the Letter of Credit Agent, the Liquidity Required Banks and the DepositaryIssuing Bank may, and after consultation with the Administrative Agent will at the direction of the Majority Liquidity BanksBorrower, resign as appoint a successor Administrative Agent; provided, however, that, in either case, the resignation of the . If no successor Administrative Agent shall not be effective until have been so appointed by the Majority Liquidity Required Banks shall have agreed to and the appointment of another Liquidity Issuing Bank to perform the duties of the Administrative Agent hereunder, such replacement and shall have accepted such appointment within 30 days after the retiring Administrative Agent's giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Banks and the Letter Issuing Bank and after consultation with the Borrower, appoint a successor Administrative Agent. Upon the acceptance by any Person of Credit its appointment as a successor Administrative Agent, such Person shall thereupon succeed to and become vested with all the rights, powers, privileges, duties and obligations of the retiring Administrative Agent and the retiring Administrative Agent shall have delivered be discharged from its duties and obligations as Administrative Agent under the Loan Documents and (b) the retiring Administrative Agent shall promptly transfer all Collateral within its possession or control to the possession or control of the successor Administrative Agent and shall execute and deliver such notices, instructions and assignments as may be necessary or desirable to transfer the rights of the Administrative Agent with respect to the Collateral to the successor Administrative Agent, in exchange for the outstanding Letter of Credit held by the predecessor . After any retiring Administrative Agent, a substitute Letter of Credit in accordance with the terms of Section 2.01(b) of the Letter of Credit Reimbursement Agreement and the Letter of Credit. In the event of such resignation, the Majority Liquidity Banks shall 's resignation as promptly as practicable appoint a successor agent to replace the Administrative Agent; provided that such successor agent shall be a Liquidity Bank under this Agreement. If the Majority Liquidity Banks have not appointed a successor agent within forty-five (45) days of the Administrative Agent’s resignation notice, the resigning Administrative Agent shall appoint a successor. Notwithstanding the resignation of the Administrative Agent hereunder, the provisions of Section 10.01 hereof this Article 8 shall continue to inure to the in effect for its benefit of the Administrative Agent in respect of any action actions taken or omitted to be taken by the Administrative Agent in its capacity as such it while it was such under this Agreementacting as the Administrative Agent.

Resignation of the Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent mayas provided in this Section 11.06, the Administrative Agent may resign at any time upon at least forty-five (45) days’ prior written notice to BAFCby notifying the Lenders, the ServicerIssuing Bank and the Borrower. Upon any such resignation, the GuarantorMajority Lenders shall have the right, subject, if no Event of Default exists, to the Collateral Agent, the Letter of Credit Agent, the Liquidity Banks and the Depositary, and the Administrative Agent will at the direction consent of the Majority Liquidity BanksBorrower, resign as Administrative Agent; provided, however, that, in either case, the resignation of the Administrative Agent to appoint a successor. If no successor shall not be effective until have been so appointed by the Majority Liquidity Banks shall have agreed to the appointment of another Liquidity Bank to perform the duties of the Administrative Agent hereunder, such replacement Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Letter of Credit Agent shall have delivered to the Issuing Bank, appoint a successor Administrative Agent. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, in exchange for such successor shall succeed to and become vested with all the outstanding Letter rights, powers, privileges and duties of Credit held by the predecessor retiring Administrative Agent, a substitute Letter of Credit in accordance with the terms of Section 2.01(b) of the Letter of Credit Reimbursement Agreement and the Letter of Creditretiring Administrative Agent shall be discharged from its duties and obligations hereunder. In The fees payable by the event of such resignation, the Majority Liquidity Banks shall as promptly as practicable appoint Borrower to a successor agent to replace the Administrative Agent; provided that such successor agent Agent shall be a Liquidity Bank under this Agreementthe same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. If the Majority Liquidity Banks have not appointed a successor agent within forty-five (45) days of After the Administrative Agent’s resignation notice, the resigning Administrative Agent shall appoint a successor. Notwithstanding the resignation of the Administrative Agent hereunder, the provisions of this ARTICLE XI and Section 10.01 hereof 12.03 shall continue to inure to in effect for the benefit of the such 91 retiring Administrative Agent Agent, its sub-agents and their respective Related Parties in respect of any action actions taken or omitted to be taken by the Administrative Agent in its capacity as such any of them while it was such under this Agreementacting as Administrative Agent.

Resignation of the Administrative Agent. The Successor -------------------------------------------------- Administrative Agent. Subject to the appointment and acceptance of a successor -------------------- as provided below, the Administrative Agent may, may resign at any time upon by giving notice thereof to the Lenders and the Borrowers. Upon any such resignation, the Required Lenders shall have the right, with the consent of the Company, which consent shall not be unreasonably withheld, to appoint a successor Administrative Agent, which successor shall have minimum capital and surplus of at least forty-five (45) days’ prior written notice to BAFC, the Servicer, the Guarantor, the Collateral Agent, the Letter of Credit Agent, the Liquidity Banks and the Depositary, and the Administrative Agent will at the direction of the Majority Liquidity Banks, resign as Administrative Agent; provided, however, that, in either case, the resignation of the $500,000,000. If no successor Administrative Agent shall not be effective until have been so appointed by the Majority Liquidity Banks shall have agreed to the appointment of another Liquidity Bank to perform the duties of the Administrative Agent hereunder, such replacement Required Lenders and shall have accepted such appointment and within thirty (30) days after the Letter Administrative Agent's giving of Credit notice of resignation, then the Administrative Agent shall have delivered to may, on behalf of the Lenders, appoint a successor Administrative Agent, in exchange for which successor shall have minimum capital and surplus of at least $500,000,000. Upon the outstanding Letter acceptance of Credit held any appointment as Administrative Agent hereunder by the predecessor a successor Administrative Agent, a substitute Letter of Credit in accordance with the terms of Section 2.01(b) of the Letter of Credit Reimbursement Agreement and the Letter of Credit. In the event of such resignation, the Majority Liquidity Banks shall as promptly as practicable appoint a successor agent to replace the Administrative Agent; provided that such successor agent shall be a Liquidity Bank under this Agreement. If the Majority Liquidity Banks have not appointed a successor agent within forty-five (45) days of the Administrative Agent’s resignation notice, the resigning Administrative Agent shall appoint a successor. Notwithstanding the resignation thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, the provisions of this Section 10.01 hereof 12.9 shall continue to inure to the in effect for its benefit of the Administrative Agent in respect of any action actions taken or omitted to be taken by the Administrative Agent in its capacity as such it while it was such under this Agreementacting as Administrative Agent.

Resignation of the Administrative Agent. The Administrative Agent may, at (a) At any time upon at least forty-five not less than thirty (4530) days’ prior written notice to BAFCthe Purchasers, the Servicer, the Guarantor, the Collateral Agent, the Letter of Credit Agent, the Liquidity Banks and the Depositary, and the Administrative Agent will at may resign as the direction “the Administrative Agent” hereunder, in whole or in part (in the sole and absolute discretion of the Majority Liquidity Banks, resign as Administrative Agent; provided). If the Administrative Agent delivers any such notice, however, thatthe Majority Purchasers shall have the right, in either caseconsultation with the Company, to appoint a successor, which shall be (i) a Purchaser holding at least thirty percent (30%) of the outstanding Commitments or any Affiliate thereof or (ii) any other financial institution consented to by the Company (provided that the consent of the Company shall not be required to the extent an Event of Default has occurred and is continuing). If a successor Administrative Agent has not been appointed on or before the effectiveness of the resignation of the resigning Administrative Agent (or such earlier date as shall be agreed by the Majority Purchasers) (the “Resignation Effective Date”), then the resigning Administrative Agent may (but shall not be effective until the Majority Liquidity Banks shall have agreed to the appointment of another Liquidity Bank to perform the duties obligated to), on behalf of the Administrative Agent hereunderPurchasers, such replacement shall have accepted such appointment and the Letter of Credit Agent shall have delivered to appoint any Person reasonably chosen by it as the successor Administrative Agent, in exchange for the outstanding Letter of Credit held by the predecessor Administrative Agent, a substitute Letter of Credit in accordance with the terms of Section 2.01(b) of the Letter of Credit Reimbursement Agreement and the Letter of Credit. In the event of such resignation, notwithstanding whether the Majority Liquidity Banks shall as promptly as practicable appoint a successor agent to replace the Administrative Agent; provided that such successor agent shall be a Liquidity Bank under this Agreement. If the Majority Liquidity Banks Xxxxxxxxxx have not appointed a successor agent within forty-five or the Company has consented to such successor. Whether or not a successor has been appointed, such resignation shall become effective on the Resignation Effective Date. (45b) days of Effective from the Administrative Agent’s resignation noticeResignation Effective Date, (i) the resigning Administrative Agent shall appoint a successor. Notwithstanding be discharged from its duties and obligations under the resignation of the Administrative Agent hereunder, the provisions of Section 10.01 hereof shall continue to inure Transaction Documents to the benefit of extent set forth in the Administrative Agent in respect of any action taken or omitted to be taken by applicable resignation notice, (ii) the Administrative Agent in its capacity as such while it was such under this Agreement.Purchasers shall assume and perform