Common use of Resignation or Removal of the Administrative Agent Clause in Contracts

Resignation or Removal of the Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided below, and subject further to the penultimate sentence of this Section 14(f), the Administrative Agent may resign at any time by giving notice thereof to the Lenders and the Borrower, and the Administrative Agent may be removed at any time with or without cause by the Majority Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent's giving of notice of resignation or the Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent or shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent's resignation or removal hereunder as Administrative Agent, the provisions of this Section 14 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent. The Administrative Agent shall not assign its interest to any replacement agent who is not a bank or financial institution with a net worth (or capital and surplus, as the case may be) in excess of $500,000,000 without the Borrower's prior written consent, such consent not to be unreasonably withheld.

Resignation or Removal of the Administrative Agent. Subject If, at any time, Lenders holding Notes having aggregate outstanding principal balances equal to at least 75% of the then outstanding amount of the Aggregate Commitment (excluding from such computation the Administrative Agent and its Notes) shall deem it advisable, those Lenders may submit to the appointment and acceptance of a successor Administrative Agent notification by certified mail, return receipt requested of its removal as provided belowAdministrative Agent under this Agreement, and subject further to which removal shall be effective as of the penultimate sentence date of this Section 14(f)receipt of such notice by the Administrative Agent. If, at any time, the Administrative Agent shall deem it advisable, in its sole discretion, it may resign at any time by giving notice thereof submit to each of the Lenders and the Borrowerwritten notification, and the by certified mail, return receipt requested, of its resignation as Administrative Agent may under this Agreement, which resignation shall be removed at any time with or without cause by effective as of 60 days after the Majority Lendersdate of such notice. Upon In the event of any such resignation removal or removalresignation, the Majority Required Lenders shall have the right to may appoint a successor to the Administrative Agent. If no successor In the event the Administrative Agent shall have resigned and/or have been removed and so appointed long as no successor shall have been appointed, the Borrower shall make all payments due each Lender hereunder directly to that Lender and all powers specifically delegated to the Administrative Agent by the Majority Lenders and shall have accepted such appointment within 30 days after terms hereof may be exercised by the retiring Administrative Agent's giving of notice of Required Lenders. Upon the removal or resignation or the Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent or shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunderhereunder and under the other Loan Documents. After any retiring Administrative Agent's the removal or resignation or removal hereunder as of the Administrative Agent, the provisions of this Section 14 Article X shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent. The Administrative Agent shall not assign its interest to any replacement agent who is not a bank or financial institution with a net worth (or capital hereunder and surplus, as under the case may be) in excess of $500,000,000 without the Borrower's prior written consent, such consent not to be unreasonably withheldother Loan Documents.

Resignation or Removal of the Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided below, and subject further to the penultimate sentence of this Section 14(f), the The Administrative Agent may resign at any time by giving thirty (30) days prior written notice thereof to the Lenders Borrowers and the BorrowerLenders, and the Administrative Agent may be removed at any time with or without cause by the Majority Required Lenders. Upon any such resignation or removal, the Majority Required Lenders shall have the right to appoint a successor Administrative Agent. If , which successor Administrative Agent, if not a Lender, shall be reasonably acceptable Borrowers; provided, however, that the Borrowers shall have no right to approve a successor Administrative Agent shall have been so appointed by the Majority Lenders if an Event of Default has occurred and shall have accepted such appointment within 30 days after the retiring Administrative Agent's giving of notice of resignation or the Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agentis continuing. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent or shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its the duties and obligations thereafter arising hereunder. After any retiring Administrative Agent's ’s resignation or removal hereunder as the Administrative Agent, the provisions of this Section 14 Article VII shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent. The Notwithstanding the foregoing, however, Xxxxx Fargo may not be removed as Administrative Agent at the request of the Required Lenders unless Xxxxx Fargo shall not assign its interest also simultaneously be replaced and fully released as “L/C Issuer” and “Swing Line Lender” hereunder pursuant to any replacement agent who is not a bank or financial institution with a net worth (or capital documentation in form and surplus, as the case may be) in excess of $500,000,000 without the Borrower's prior written consent, such consent not substance reasonably satisfactory to be unreasonably withheldXxxxx Fargo.

Resignation or Removal of the Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided below, and subject further to the penultimate sentence of this Section 14(f), the The Administrative Agent may resign at any time by giving give notice thereof of its resignation to the Lenders and the Borrower, and the Administrative Agent may be removed at any time with or without cause by the Majority Lenders. Upon receipt of any such resignation or removalnotice of resignation, the Majority Requisite Lenders shall have the right right, in consultation with the Borrower, to appoint a successor Administrative AgentAgent that is reasonably acceptable to the Borrower. If no such successor Administrative Agent shall have been so appointed by the Majority Requisite Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation (or such earlier date as the Requisite Lenders may approve)(the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to) on behalf of the Lenders, appoint a successor Administrative Agent meeting the qualifications set forth above; provided, that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then the Administrative Agent’s resignation shall nonetheless become effective in accordance with such notice on the Resignation Effective Date. If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (iv) of the definition thereof, the Requisite Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and such Person remove such Person as Administrative Agent and, in consultation with the Borrower, appoint a successor reasonably acceptable to the Borrower. If no such successor shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after (or such earlier day as shall be agreed by the Requisite Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. With effect from the Resignation Effective Date or the Removal Effective Date, as applicable, (i) the retiring Administrative Agent's giving of notice of resignation or the Lenders' removal of the retiring Administrative Agent, then the retiring removed Administrative Agent may, shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the LendersLenders under any of the Loan Documents, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (ii) except for any indemnity payments owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time as the Requisite Lenders appoint a successor Administrative AgentAgent as provided for above in this Section 10.8. Upon the acceptance of any a successor’s appointment as Administrative Agent hereunder by a successor Administrative Agenthereunder, such successor Administrative Agent or shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired or removed) Administrative Agent (other than any rights to indemnity payments owed to the retiring or removed Administrative Agent), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After any retiring Administrative Agent's resignation the Resignation Effective Date or removal hereunder the Removal Effective Date, as Administrative Agentapplicable, the provisions of this Article X and Section 14 11.3 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its benefit sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring or removed Administrative Agent was acting as the Administrative Agent. The Administrative Agent shall not assign its interest to any replacement agent who is not a bank or financial institution with a net worth (or capital and surplus, as the case may be) in excess of $500,000,000 without the Borrower's prior written consent, such consent not to be unreasonably withheld.

Resignation or Removal of the Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided below, and subject further to the penultimate sentence of this Section 14(f), the The Administrative Agent may resign as the Administrative Agent at any time by giving thirty (30) days advance notice thereof to the Lenders and the BorrowerBorrower and, and the Administrative Agent may be removed at any time with or without cause by the Majority Lenders. Upon any such resignation or removalthereafter, the Majority Lenders shall have retiring the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent's giving of notice of resignation or the Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent or shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. Upon any such resignation, the Required Lenders shall have the right to appoint a successor the Administrative Agent. No less than thirty (30) days’ following the delivery of such written notice, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, with whom the Lenders shall be dealing on an arm’s length basis. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor the Administrative Agent, such successor the Administrative Agent shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring the Administrative Agent. After any retiring the Administrative Agent's ’s resignation or removal hereunder as the Administrative Agent or upon a removal of the Administrative Agent, the provisions of this Section 14 11.6 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent. The If no successor has accepted appointment as the Administrative Agent by the date which is thirty (30) days following a retiring the Administrative Agent’s notice of resignation or removal, the retiring the Administrative Agent’s resignation or removal shall not assign its interest to any replacement agent who is not a bank or financial institution with a net worth (or capital nevertheless thereupon become effective and surplusthe Required Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the case may be) in excess of $500,000,000 without the Borrower's prior written consent, such consent not to be unreasonably withheldRequired Lenders appoint a successor agent as provided for above.

Resignation or Removal of the Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided below, and subject further to the penultimate sentence of this Section 14(f), the The Administrative Agent may resign at any time by giving give notice thereof of its resignation to the Lenders and the Borrower, and the Administrative Agent may be removed at any time with or without cause by the Majority Lenders. Upon receipt of any such resignation or removalnotice of resignation, the Majority Requisite Lenders shall have the right right, in consultation with the Borrower, to appoint a successor Administrative AgentAgent that is reasonably acceptable to the Borrower. If no such successor Administrative Agent shall have been so appointed by the Majority Requisite Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation (or such earlier date as the Requisite Lenders may approve)(the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to) on behalf of the Lenders, appoint a successor Administrative Agent meeting the qualifications set forth above; provided, that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then the Administrative Agent’s resignation shall nonetheless become effective in accordance with such notice on the Resignation Effective Date. If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (iv) of the definition thereof, the Requisite Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and such Person remove such Person as Administrative Agent and, in consultation with the Borrower, appoint a successor reasonably acceptable to the Borrower. If no such successor shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after (or such earlier day as shall be agreed by the Requisite Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. With effect from the Resignation Effective Date or the Removal Effective Date, as applicable, (i) the retiring Administrative Agent's giving of notice of resignation or the Lenders' removal of the retiring Administrative Agent, then the retiring removed Administrative Agent may, shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the LendersLenders under any of the Loan Documents, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (ii) except for any indemnity payments owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time as the Requisite Lenders appoint a successor Administrative AgentAgent as provided for above in this Section 10.8. Upon the acceptance of any a successor’s appointment as Administrative Agent hereunder by a successor Administrative Agenthereunder, such successor Administrative Agent or shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired or removed) Administrative Agent (other than any rights to indemnity payments owed to the retiring or removed Administrative Agent), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After any retiring Administrative Agent's resignation the Resignation Effective Date or removal hereunder the Removal Effective Date, as Administrative Agentapplicable, the provisions of this Article X and Section 14 11.3 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring or removed Administrative Agent was acting as the Administrative Agent. The Administrative Agent shall not assign its interest to any replacement agent who is not a bank or financial institution with a net worth (or capital and surplus, as the case may be) in excess of $500,000,000 without the Borrower's prior written consent, such consent not to be unreasonably withheld.

Resignation or Removal of the Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided below, and subject further to the penultimate sentence of in this Section 14(f)paragraph, the Administrative Agent may resign at any time from the performance of all its functions and duties hereunder and/or under the Loan Documents by giving notice thereof to notifying the Lenders Lenders, the Issuing Bank and the Borrower, and the Administrative Agent may be removed at any time with or without cause by the Majority Lenders. Upon any such resignation or removalresignation, the Majority Required Lenders shall have the right right, in consultation with the Borrower, to appoint a successor Administrative Agentsuccessor. If no successor Administrative Agent shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent's giving of Agent gives notice of resignation or the Lenders' removal of the retiring Administrative Agentits resignation, then the retiring Administrative Agent may, on behalf of the LendersLenders and the Issuing Bank, appoint a successor Administrative AgentAgent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Administrative Agentsuccessor, such successor Administrative Agent or shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After any retiring the Administrative Agent's ’s resignation or removal hereunder as Administrative Agenthereunder, the provisions of this Article and Section 14 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was acting as the Administrative Agent. The Furthermore, the Administrative Agent shall not assign may be removed by the Required Lenders in the event that it has committed a willful breach of, or was grossly negligent in the performance of, its interest to any replacement agent who is not a bank or financial institution with a net worth (or capital and surplus, as the case may be) in excess of $500,000,000 without the Borrower's prior written consent, such consent not to be unreasonably withheldmaterial obligations hereunder.

Resignation or Removal of the Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided below, and subject further to the penultimate sentence of this Section 14(f), the The Administrative Agent may resign at any time by giving thirty (30) days prior written notice thereof to the Lenders Borrower and the BorrowerLenders, and the Administrative Agent may be removed at any time with or without cause by the Majority Required Lenders. Upon any such resignation or removal, the Majority Required Lenders shall have the right to appoint a successor Administrative Agent. If , which successor Administrative Agent, if not a Lender, shall be reasonably acceptable to the Borrower; provided, however, that the Borrower shall have no right to approve a successor Administrative Agent shall have been so appointed by the Majority Lenders if a Default has occurred and shall have accepted such appointment within 30 days after the retiring Administrative Agent's giving of notice of resignation or the Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agentis continuing. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent or shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its the duties and obligations thereafter arising hereunder. After any retiring Administrative Agent's ’s resignation or removal hereunder as the Administrative Agent, the provisions of this Section 14 Article VII shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent. The Notwithstanding the foregoing, however, Xxxxx Fargo may not be removed as Administrative Agent at the request of the Required Lenders unless Xxxxx Fargo shall not assign its interest also simultaneously be replaced and fully released as "L/C Issuer" and "Swing Line Lender" hereunder pursuant to any replacement agent who is not a bank or financial institution with a net worth (or capital documentation in form and surplus, as the case may be) in excess of $500,000,000 without the Borrower's prior written consent, such consent not substance reasonably satisfactory to be unreasonably withheldXxxxx Fargo.

Resignation or Removal of the Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided below, and subject further to the penultimate sentence of this Section 14(f), the The Administrative Agent may resign as Administrative Agent at any time by giving thirty (30) days advance notice thereof to the Lenders and the BorrowerBorrower and, and thereafter, the retiring Administrative Agent may shall be removed at any time with or without cause by the Majority Lendersdischarged from its duties and obligations hereunder. Upon any such resignation or removalresignation, the Majority Required Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent No less than thirty (30) days’ following the delivery of such written notice, the Required Lenders shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after right, in consultation with the retiring Administrative Agent's giving of notice of resignation or the Lenders' removal of the retiring Administrative AgentBorrower, then the retiring Administrative Agent may, on behalf of the Lenders, to appoint a successor Administrative Agentsuccessor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, with whom the Lenders shall be dealing on an arm’s length basis. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent or shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent's ’s resignation or removal hereunder as administrative agent or upon a removal of an Administrative Agent, the provisions of this Section 14 11.6 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent. The If no successor has accepted appointment as Administrative Agent by the date which is thirty (30) days following a retiring Administrative Agent’s notice of resignation or removal, the retiring Administrative Agent’s resignation or removal shall not assign its interest to any replacement agent who is not a bank or financial institution with a net worth (or capital nevertheless thereupon become effective and surplusthe Required Xxxxxxx shall perform all of the duties of such Administrative Agent hereunder until such time, if any, as the case Required Xxxxxxx appoint a successor Administrative Agent as provided for above. Any corporation or association into which Wilmington Trust may be) in excess be converted or merged, or with which it may be consolidated, or to which it may sell or transfer all or substantially all of $500,000,000 its corporate trust business and assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which Wilmington Trust is a party, will be and become the successor to Wilmington Trust as Administrative Agent under this Agreement and the other Credit Documents and will and succeed to the same rights, powers, duties immunities and privileges as its predecessor, without the Borrower's prior written consent, such consent not to be unreasonably withheldexecution or filing of any instrument or document or the performance of any further act.

Resignation or Removal of the Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided below, and subject further to the penultimate sentence of this Section 14(f), the The Administrative Agent may resign as Administrative Agent at any time by giving thirty (30) days advance notice thereof to the Lenders and the BorrowerBorrower and, and thereafter, the retiring Administrative Agent may shall be removed at any time with or without cause by the Majority Lendersdischarged from its duties and obligations hereunder. Upon any such resignation or removalresignation, the Majority Required Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent No less than thirty (30) days’ following the delivery of such written notice, the Required Lenders shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after right, in consultation with the retiring Administrative Agent's giving of notice of resignation or the Lenders' removal of the retiring Administrative AgentBorrower, then the retiring Administrative Agent may, on behalf of the Lenders, to appoint a successor Administrative Agentsuccessor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, with whom the Lenders shall be dealing on an arm’s length basis. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent or shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent's ’s resignation or removal hereunder as administrative agent or upon a removal of an Administrative Agent, the provisions of this Section 14 11.6 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent. The If no successor has accepted appointment as Administrative Agent by the date which is thirty (30) days following a retiring Administrative Agent’s notice of resignation or removal, the retiring Administrative Agent’s resignation or removal shall not assign its interest to any replacement agent who is not a bank or financial institution with a net worth (or capital nevertheless thereupon become effective and surplusthe Required Lenders shall perform all of the duties of such Administrative Agent hereunder until such time, if any, as the case Required Lenders appoint a successor Administrative Agent as provided for above. Any corporation or association into which Wilmington Trust may be) in excess be converted or merged, or with which it may be consolidated, or to which it may sell or transfer all or substantially all of $500,000,000 its corporate trust business and assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which Wilmington Trust is a party, will be and become the successor to Wilmington Trust as Administrative Agent under this Agreement and the other Credit Documents and will and succeed to the same rights, powers, duties immunities and privileges as its predecessor, without the Borrower's prior written consent, such consent not to be unreasonably withheldexecution or filing of any instrument or document or the performance of any further act.

Resignation or Removal of the Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided below, and subject further to the penultimate sentence of in this Section 14(f)paragraph, the Administrative Agent may resign at any time from the performance of all its functions and duties hereunder and/or under the Loan Documents by giving notice thereof to notifying the Lenders and the Borrower, and the Administrative Agent may be removed at any time with or without cause by the Majority Lenders. Upon any such resignation or removalresignation, the Majority Required Lenders shall have the right right, in consultation with the Borrower, to appoint a successor Administrative Agentsuccessor. If no successor Administrative Agent shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent's giving of Agent gives notice of resignation or the Lenders' removal of the retiring Administrative Agentits resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative AgentAgent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Administrative Agentsuccessor, such successor Administrative Agent or shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After any retiring the Administrative Agent's ’s resignation or removal hereunder as Administrative Agenthereunder, the provisions of this Article and Section 14 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was acting as the Administrative Agent. The Furthermore, the Administrative Agent shall not assign may be removed by the Required Lenders in the event that it has committed a willful breach of, or was grossly negligent in the performance of, its interest to any replacement agent who is not a bank or financial institution with a net worth (or capital and surplus, as the case may be) in excess of $500,000,000 without the Borrower's prior written consent, such consent not to be unreasonably withheldmaterial obligations hereunder.

Resignation or Removal of the Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided below, and subject further to the penultimate sentence of this Section 14(f), the The Administrative Agent may resign at any time by giving written notice thereof to the Lenders Lenders, the Borrower and the Borrower, and the Administrative Agent Guarantor or may be removed at any time with or without cause by a Majority of the Majority Lenders. Upon any such , which resignation or removal, removal shall be effective upon the Majority Lenders shall have the right to appoint appointment of a successor Administrative Agent, whereupon the resigning Administrative Agent shall be discharged from its duties and obligations hereunder. If In the event that no successor Administrative Agent shall have been so is appointed by the Majority Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent's giving of notice of resignation or the Lenders' removal of the retiring Administrative Agent, then the retiring Lenders shall perform all the duties of the Administrative Agent may, on behalf hereunder until such time as a Majority of the Lenders, Lenders appoint a successor Administrative Agent. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent or shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Section 14 11 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent. The Administrative Agent shall not assign its interest to any replacement agent who is not a bank or financial institution with a net worth (or capital and surplus, as the case may be) in excess of $500,000,000 without the Borrower's prior written consent, such consent not to be unreasonably withheldhereunder.

Resignation or Removal of the Administrative Agent. Subject If, at any time, Lenders holding Notes having aggregate outstanding principal balances equal to at least 75% of the then outstanding amount of the Aggregate Commitment (excluding from such computation the Administrative Agent and its Notes) shall deem it advisable, those Lenders may submit to the appointment and acceptance of a successor Administrative Agent notification by certified mail, return receipt requested of its removal as provided belowAdministrative Agent under this Agreement, and subject further to which removal shall be effective as of the penultimate sentence date of this Section 14(f)receipt of such notice by the Administrative Agent. If, at any time, the Administrative Agent shall deem it advisable, in its sole discretion, it may resign at any time submit to each of the 100 Lenders written notification, by giving notice thereof to the Lenders and the Borrowercertified mail, and the return receipt requested, of its resignation as Administrative Agent may under this Agreement, which resignation shall be removed at any time with or without cause by effective as of 60 days after the Majority Lendersdate of such notice. Upon In the event of any such resignation removal or removalresignation, the Majority Required Lenders shall have the right to may appoint a successor to the Administrative Agent. If no successor In the event the Administrative Agent shall have resigned and/or have been removed and so appointed long as no successor shall have been appointed, the Borrower shall make all payments due each Lender hereunder directly to that Lender and all powers specifically delegated to the Administrative Agent by the Majority Lenders and shall have accepted such appointment within 30 days after terms hereof may be exercised by the retiring Administrative Agent's giving of notice of Required Lenders. Upon the removal or resignation or the Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent or shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunderhereunder and under the other Loan Documents. After any retiring Administrative Agent's the removal or resignation or removal hereunder as of the Administrative Agent, the provisions of this Section 14 Article X shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent. The Administrative Agent shall not assign its interest to any replacement agent who is not a bank or financial institution with a net worth (or capital hereunder and surplus, as under the case may be) in excess of $500,000,000 without the Borrower's prior written consent, such consent not to be unreasonably withheldother Loan Documents.

Resignation or Removal of the Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided below, and subject further to the penultimate sentence of in this Section 14(f)paragraph, the Administrative Agent may resign at any time from the performance of all its functions and duties hereunder and/or under the Loan Documents by giving notice thereof to notifying the Lenders Lenders, the Issuing Bank and the Borrower, and the Administrative Agent may be removed at any time with or without cause by the Majority Lenders. Upon any such resignation or removalresignation, the Majority Required Lenders shall have the right right, in consultation with the Borrower, to appoint a successor Administrative Agentsuccessor. If no successor Administrative Agent shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent's giving of Agent gives notice of resignation or the Lenders' removal of the retiring Administrative Agentits resignation, then the retiring Administrative Agent may, on behalf of the LendersLenders and the Issuing Bank, appoint a successor Administrative AgentAgent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Administrative Agentsuccessor, such successor Administrative Agent or shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After any retiring the Administrative Agent's resignation or removal hereunder as Administrative Agenthereunder, the provisions of this Article and Section 14 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was acting as the Administrative Agent. The Furthermore, the Administrative Agent shall not assign may be removed by the Required Lenders in the event that it has committed a willful breach of, or was grossly negligent in the performance of, its interest to any replacement agent who is not a bank or financial institution with a net worth (or capital and surplus, as the case may be) in excess of $500,000,000 without the Borrower's prior written consent, such consent not to be unreasonably withheldmaterial obligations hereunder.

Resignation or Removal of the Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided below, and subject further to the penultimate sentence of this Section 14(f), the The Administrative Agent may resign at any time by giving thirty (30) days prior written notice thereof to the Lenders Borrower and the BorrowerLenders, and the Administrative Agent may be removed at any time with or without cause by the Majority Required Lenders. Upon any such resignation or removal, the Majority Required Lenders shall have the right to appoint a successor Administrative Agent. If no , which successor Administrative Agent shall have been so appointed by be reasonably acceptable to the Majority Lenders and Borrower; provided, however, that the Borrower shall have accepted such appointment within 30 days after the retiring Administrative Agent's giving of notice of resignation or the Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint no right to approve a successor Administrative AgentAgent if a Default has occurred and is continuing. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent or shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its the duties and obligations thereafter arising hereunder. After any retiring Administrative Agent's ’s resignation or removal hereunder as the Administrative Agent, the provisions of this Section 14 Article VII shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent. The Notwithstanding the foregoing, however, Wxxxx Fargo may not be removed as Administrative Agent at the request of the Required Lenders unless Wxxxx Fargo shall not assign its interest also simultaneously be replaced and fully released as “L/C Issuer” and “Swing Line Lender” hereunder pursuant to any replacement agent who is not a bank or financial institution with a net worth (or capital documentation in form and surplus, as the case may be) in excess of $500,000,000 without the Borrower's prior written consent, such consent not substance reasonably satisfactory to be unreasonably withheldWxxxx Fargo.

Resignation or Removal of the Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided below, and subject further to the penultimate sentence of this Section 14(f), the Administrative Agent may resign at any time by giving notice thereof to the Lenders and the BorrowerGuarantors, and the Administrative Agent may be removed at any time with or without cause by the Majority Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring existing Administrative Agent's ’s giving of notice of resignation or the Majority Lenders' removal of the retiring ’ election to remove such existing Administrative Agent, then the retiring such existing Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a bank that has a combined capital and surplus of at least U.S.$100,000,000 (or its equivalent in any other currency). Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agentsuccessor, such successor Administrative Agent or shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring existing Administrative Agent, and the retiring such existing Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring the Administrative Agent's ’s resignation or removal hereunder as Administrative Agenthereunder, the provisions of this Section 14 Article shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent. The Administrative Agent shall not assign its interest to any replacement agent who is not a bank or financial institution with a net worth (or capital and surplus, as the case may be) in excess of $500,000,000 without the Borrower's prior written consent, such consent not to be unreasonably withheld.

Resignation or Removal of the Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided below, and subject further to the penultimate sentence of this Section 14(f), the Administrative Agent may resign at any time by giving notice thereof to the Lenders and the BorrowerObligors, and the Administrative Agent it may be removed at any time with or without cause by the Majority Lenders. Upon any such resignation or removal, the Majority Lenders (if no Default or Event of Default then exists, with the written consent of the Borrowers, which consent shall not be unreasonably withheld or delayed) shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring relevant existing Administrative Agent's ’s giving of notice of resignation or the Majority Lenders' removal of the retiring ’ election to remove such existing Administrative Agent, then the retiring such existing Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a bank that has a combined capital and surplus of at least U.S.$500,000,000 (or its equivalent in any other currency) or petition a court of competent jurisdiction for the appointment of a successor Administrative Agent. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agentsuccessor, such successor Administrative Agent or shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring such existing Administrative Agent, and the retiring such existing Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring the Administrative Agent's ’s resignation or removal hereunder as Administrative Agenthereunder, the provisions of this Section 14 Article shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent. The Administrative Agent shall not assign its interest to any replacement agent who is not a bank or financial institution with a net worth (or capital and surplus, as the case may be) in excess of $500,000,000 without the Borrower's prior written consent, such consent not to be unreasonably withheld.

Resignation or Removal of the Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided below, and subject further to the penultimate sentence of in this Section 14(f)paragraph, the Administrative Agent may resign at any time from the performance of all its functions and duties hereunder and/or under the Loan Documents by giving notice thereof to notifying the Lenders and the Borrower, and the Administrative Agent may be removed at any time with or without cause by the Majority Lenders. Upon any such resignation or removalresignation, the Majority Required Lenders shall have the right right, in consultation with the Borrower, to appoint a successor Administrative Agentsuccessor. If no successor Administrative Agent shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent's giving of Agent gives notice of resignation or the Lenders' removal of the retiring Administrative Agentits resignation, then the retiring Administrative Agent may, on behalf of the LendersLenders and the Issuing Bank, appoint a successor Administrative AgentAgent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Administrative Agentsuccessor, such successor Administrative Agent or shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After any retiring the Administrative Agent's resignation or removal hereunder as Administrative Agenthereunder, the provisions of this Article and Section 14 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was acting as the Administrative Agent. The Furthermore, the Administrative Agent shall not assign may be removed by the Required Lenders in the event that it has committed a willful breach of, or was grossly negligent in the performance of, its interest to any replacement agent who is not a bank or financial institution with a net worth (or capital and surplus, as the case may be) in excess of $500,000,000 without the Borrower's prior written consent, such consent not to be unreasonably withheldmaterial obligations hereunder.

Resignation or Removal of the Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided below, and subject further to the penultimate sentence of this Section 14(f), the The Administrative Agent may resign at any time by giving thirty (30) days prior written notice thereof to the Lenders Borrower and the BorrowerLenders, and the Administrative Agent may be removed at any time with or without cause by the Majority Required Lenders. Upon any such resignation or removal, the Majority Required Lenders shall have the right to appoint a successor Administrative Agent. If , which successor Administrative Agent, if not a Lender, shall be reasonably acceptable to the Borrower; provided, however, that the Borrower shall have no right to approve a successor Administrative Agent shall have been so appointed by the Majority Lenders if a Default has occurred and shall have accepted such appointment within 30 days after the retiring Administrative Agent's giving of notice of resignation or the Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agentis continuing. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent or shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its the duties and obligations thereafter arising hereunder. After any retiring Administrative Agent's ’s resignation or removal hereunder as the Administrative Agent, the provisions of this Section 14 Article VII shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent. The Notwithstanding the foregoing, however, Xxxxx Fargo may not be removed as Administrative Agent at the request of the Required Lenders unless Xxxxx Fargo shall not assign its interest also simultaneously be replaced and fully released as “L/C Issuer” and “Swing Line Lender” hereunder pursuant to any replacement agent who is not a bank or financial institution with a net worth (or capital documentation in form and surplus, as the case may be) in excess of $500,000,000 without the Borrower's prior written consent, such consent not substance reasonably satisfactory to be unreasonably withheldXxxxx Fargo.

Resignation or Removal of the Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided below, and subject further to the penultimate sentence of this Section 14(f), the The Administrative Agent may resign at any time by giving give notice thereof of its resignation to the Lenders and the Borrower, and . The Servicer may request to the Lenders in writing that the Administrative Agent may be removed at any time removed, which removal shall be effective with or without cause by the written consent of the Majority Lenders, such consent not the be unreasonably withheld, or the Majority Lenders may also request to the Servicer in writing that the Administrative Agent be removed, which removal shall be effective with the written consent of the Servicer (in either case, a “Removal”). Upon receipt of any such notice of resignation or removalupon a Removal, the Majority Lenders shall have the right right, in consultation with the Borrower, to appoint a successor Administrative Agentsuccessor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor Administrative Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent's giving of Agent gives notice of its resignation or the Lenders' removal of the retiring Administrative AgentRemoval, then the retiring Administrative Agent may, may on behalf of the Lenders, appoint a successor Administrative AgentAgent meeting the qualifications set forth above provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying person has accepted such appointment, then such resignation or Removal shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) all communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time as the Majority Lenders appoint a successor Administrative Agent as provided for above in this paragraph. Upon the acceptance of any a successor’s appointment as Administrative Agent hereunder by a successor Administrative Agenthereunder, such successor Administrative Agent or shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After any the retiring Administrative Agent's ’s resignation or removal Removal hereunder as Administrative Agentand under the other Loan Documents, the provisions of this Article XVIII and Section 14 19.5 shall continue in effect for the benefit of such retiring Administrative Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Administrative Agent was acting as the Administrative Agent. The Administrative Agent shall not assign its interest to any replacement agent who is not a bank or financial institution with a net worth (or capital and surplus, as the case may be) in excess of $500,000,000 without the Borrower's prior written consent, such consent not to be unreasonably withheld.110

Resignation or Removal of the Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided below, and subject further to the penultimate sentence of this Section 14(f), the Administrative Agent may resign at any time by giving notice thereof to the Lenders and the BorrowerAdministrative Agent, and the Administrative Agent may be removed at any time with or without cause by the Majority Lenders. Upon any such resignation or removal, the Majority Lenders (if no Default then exists, with the consent of the Borrower, which consent shall not be unreasonably withheld or delayed) shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent's ’s giving of notice of resignation or the Majority Lenders' removal of ’ election to remove the retiring existing Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint such Administrative Agent, which shall be a bank domiciled in a G 7 Country or Switzerland that has a combined capital and surplus of at least US$500,000,000 (or its equivalent in any other currency). If no successor Administrative Agent has been appointed pursuant to the immediately preceding sentence by the 30th day after the date such notice of resignation was given by the Administrative Agent or the Majority Lenders’ election to remove the existing Administrative Agent, such Administrative Agent’s resignation shall become effective and the Majority Lenders shall thereafter perform all the duties of the Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Majority Lenders appoint a successor Administrative Agent. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agentsuccessor, such successor Administrative Agent or shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring replaced Administrative Agent, and the retiring replaced Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring the Administrative Agent's ’s resignation or removal hereunder as Administrative Agenthereunder, the provisions of this Article X and Section 14 11.3 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent. The Administrative Agent shall not assign its interest to any replacement agent who is not a bank or financial institution with a net worth (or capital and surplus, as the case may be) in excess of $500,000,000 without the Borrower's prior written consent, such consent not to be unreasonably withheld.

Resignation or Removal of the Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided below, and subject further to the penultimate sentence of this Section 14(f), the The Administrative Agent may resign as the Administrative Agent at any time by giving thirty (30) days advance notice thereof to the Lenders and the BorrowerBorrower and, and the Administrative Agent may be removed at any time with or without cause by the Majority Lenders. Upon any such resignation or removalthereafter, the Majority Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent's giving of notice of resignation or the Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent or shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. Upon any such resignation, the Lenders shall have the right to appoint a successor Administrative Agent. No less than thirty (30) days following the delivery of such written notice, the Lenders shall have the right with the consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed; provided, that no consent of the Borrower shall be required if an Event of Default has occurred and is continuing) to appoint a successor Administrative Agent, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, with whom the Lenders shall be dealing on an arm’s length basis. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent. After any retiring Administrative Agent's ’s resignation or removal hereunder as the Administrative AgentAgent or upon a removal of the Administrative Agent upon the written request of the Lenders, the provisions of this Section 14 11.6 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent. The If no successor has accepted appointment as the Administrative Agent by the date which is thirty (30) days following delivery of written notice of resignation or removal, the retiring Administrative Agent’s resignation or removal shall not assign its interest to any replacement agent who is not a bank or financial institution with a net worth (or capital nevertheless thereupon become effective and surplusthe Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the case may be) Lenders appoint a successor agent as provided for above. For the avoidance of doubt, in excess of $500,000,000 without the Borrower's prior written consent, no event shall any such consent not to successor Administrative Agent be unreasonably withhelda Disqualified Institution.

Resignation or Removal of the Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided below, and subject further to the penultimate sentence of this Section 14(f), the The Administrative Agent may resign at any time by giving give notice thereof of its resignation to the Lenders and the Borrower, and the Administrative Agent may be removed at any time with or without cause by the Majority Lenders. Upon receipt of any such resignation or removalnotice of resignation, the Majority Requisite Lenders shall have the right right, in consultation with the Borrower, to appoint a successor Administrative AgentAgent that is reasonably acceptable to the Borrower. If no such successor Administrative Agent shall have been so appointed by the Majority Requisite Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation (or such earlier date as the Requisite Lenders may approve) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to) on behalf of the Lenders, appoint a successor Administrative Agent meeting the qualifications set forth above; provided, that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then the Administrative Agent’s resignation shall nonetheless become effective in accordance with such notice on the Resignation Effective Date. If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (iv) of the definition thereof, the Requisite Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and such Person remove such Person as Administrative Agent and, in consultation with the Borrower, appoint a successor reasonably acceptable to the Borrower. If no such successor shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after (or such earlier day as shall be agreed by the Requisite Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. With effect from the Resignation Effective Date or the Removal Effective Date, as applicable, (i) the retiring Administrative Agent's giving of notice of resignation or the Lenders' removal of the retiring Administrative Agent, then the retiring removed Administrative Agent may, shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the LendersLenders under any of the Loan Documents, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (ii) except for any indemnity payments owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time as the Requisite Lenders appoint a successor Administrative AgentAgent as provided for above in this Section 10.8. Upon the acceptance of any a successor’s appointment as Administrative Agent hereunder by a successor Administrative Agenthereunder, such successor Administrative Agent or shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired or removed) Administrative Agent (other than any rights to indemnity payments owed to the retiring or removed Administrative Agent), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After any retiring Administrative Agent's resignation the Resignation Effective Date or removal hereunder the Removal Effective Date, as Administrative Agentapplicable, the provisions of this Article X and Section 14 11.3 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring or removed Administrative Agent was acting as the Administrative Agent. The Administrative Agent shall not assign its interest to any replacement agent who is not a bank or financial institution with a net worth (or capital and surplus, as the case may be) in excess of $500,000,000 without the Borrower's prior written consent, such consent not to be unreasonably withheld.

Resignation or Removal of the Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided below, and subject further to the penultimate sentence of in this Section 14(f)11.06, the Administrative Agent may resign at any time by giving notice thereof to notifying the Lenders and the BorrowerBorrowers, and the Administrative Agent may be removed at any time with or without cause by the Majority Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right right, in consultation with the Borrowers, to appoint a successor Administrative Agentsuccessor. If no successor Administrative Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent's giving of Agent gives notice of its resignation or the Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative AgentAgent which shall be a bank with an office in Houston, Texas, or an Affiliate of any such bank. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Administrative Agentsuccessor, such successor Administrative Agent or shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After any retiring the Administrative Agent's resignation or removal hereunder as Administrative Agenthereunder, the provisions of this ARTICLE XI and Section 14 12.03 shall continue in effect for the benefit of such retiring Administrative Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was acting as the Administrative Agent. The Administrative Agent shall not assign its interest to any replacement agent who is not a bank or financial institution with a net worth (or capital and surplus, as the case may be) in excess of $500,000,000 without the Borrower's prior written consent, such consent not to be unreasonably withheld.

Resignation or Removal of the Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided below, and subject further to the penultimate sentence of this Section 14(f), the The Administrative Agent may resign at any time by giving 30 days prior written notice thereof to the Lenders Borrower and the BorrowerLenders, and the Administrative Agent may be removed at any time with or without cause by the Majority Required Lenders. Upon any such resignation or removal, the Majority Required Lenders shall have the right to appoint a successor Administrative Agent. If , which successor Administrative Agent, if not a Lender, shall be reasonably acceptable to the Borrower; provided, however, that the Borrower shall have no right to approve a successor Administrative Agent shall have been so appointed by the Majority Lenders if a Default has occurred and shall have accepted such appointment within 30 days after the retiring Administrative Agent's giving of notice of resignation or the Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agentis continuing. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent or shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its the duties and obligations thereafter arising hereunder. After any retiring Administrative Agent's ’s resignation or removal hereunder as the Administrative Agent, the provisions of this Section 14 Article VII shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent. The Notwithstanding the foregoing, however, Xxxxx Fargo may not be removed as Administrative Agent at the request of the Required Lenders unless Xxxxx Fargo shall not assign its interest also simultaneously be replaced and fully released as “L/C Issuer” and “Swing Line Lender” hereunder pursuant to any replacement agent who is not a bank or financial institution with a net worth (or capital documentation in form and surplus, as the case may be) in excess of $500,000,000 without the Borrower's prior written consent, such consent not substance reasonably satisfactory to be unreasonably withheldXxxxx Fargo.

Resignation or Removal of the Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided below, and subject further to the penultimate sentence of this Section 14(f), the The Administrative Agent may resign as the Administrative Agent at any time by giving thirty (30) days advance notice thereof to the Lenders and the BorrowerBorrower and, and the Administrative Agent may be removed at any time with or without cause by the Majority Lenders. Upon any such resignation or removalthereafter, the Majority Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent's giving of notice of resignation or the Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent or shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. Upon any such resignation, the Lenders shall have the right to appoint a successor Administrative Agent. No less than thirty (30) days following the delivery of such written notice, the Lenders shall have the right with the consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed; provided, that no consent of the Borrower shall be required if an Event of Default has occurred and is continuing) to appoint a successor Administrative Agent, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, with whom the Lenders shall be dealing on an arm’s length basis. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent. After any retiring Administrative Agent's ’s resignation or removal hereunder as the Administrative AgentAgent or upon a removal of the Administrative Agent upon the written request of the Lenders, the provisions of this Section 14 11.6 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent. The If no successor has accepted appointment as the Administrative Agent by the date which is thirty (30) days following delivery of written notice of resignation or removal, the retiring Administrative Agent’s resignation or removal shall not assign its interest to any replacement agent who is not a bank or financial institution with a net worth (or capital nevertheless thereupon become effective and surplusthe Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the case may be) in excess of $500,000,000 without the Borrower's prior written consent, such consent not to be unreasonably withheldLenders appoint a successor agent as provided for above.

Resignation or Removal of the Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided below, and subject further to the penultimate sentence of this Section 14(f), the The Administrative Agent may resign at any time by giving thirty (30) days prior written notice thereof to the Lenders Borrowers and the BorrowerLenders, and the Administrative Agent may be removed at any time with or without cause by the Majority Required Lenders. Upon any such resignation or removal, the Majority Required Lenders shall have the right to appoint a successor Administrative Agent. If no , which successor Administrative Agent shall have been so appointed by be reasonably acceptable to the Majority Lenders and Borrowers; provided, however, that the Borrowers shall have accepted such appointment within 30 days after the retiring Administrative Agent's giving of notice of resignation or the Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint no right to approve a successor Administrative AgentAgent if an Event of Default has occurred and is continuing. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent or shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its the duties and obligations thereafter arising hereunder. After any retiring Administrative Agent's ’s resignation or removal hereunder as the Administrative Agent, the provisions of this Section 14 Article VII shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent. The Notwithstanding the foregoing, however, Xxxxx Fargo may not be removed as Administrative Agent at the request of the Required Lenders unless Xxxxx Fargo shall not assign its interest also simultaneously be replaced and fully released as “L/C Issuer” and “Swing Line Lender” hereunder pursuant to any replacement agent who is not a bank or financial institution with a net worth (or capital documentation in form and surplus, as the case may be) in excess of $500,000,000 without the Borrower's prior written consent, such consent not substance reasonably satisfactory to be unreasonably withheldXxxxx Fargo.

Resignation or Removal of the Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided below, and subject further to the penultimate sentence of this Section 14(f), the The Administrative Agent may resign as to any or all of the Facilities at any time by giving 30 days prior written notice thereof to the Lenders Borrower and the BorrowerLenders, and the Administrative Agent may be removed as to all of the Facilities at any time with or without cause by the Majority Required Lenders. Upon any such resignation or removal, the Majority Required Lenders shall have the right to appoint a successor Administrative Agent as to such of the Facilities as to which the Administrative Agent has resigned or been removed, which successor Administrative Agent. If , if not a Lender, shall be reasonably acceptable to the Borrower; provided, however, that the Borrower shall have no right to approve a successor Administrative Agent shall have been so appointed by the Majority Lenders if a Default has occurred and shall have accepted such appointment within 30 days after the retiring Administrative Agent's giving of notice of resignation or the Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agentis continuing. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent or shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its the duties and obligations thereafter arising hereunder. After any retiring Administrative Agent's ’s resignation or removal hereunder as the Administrative Agent, the provisions of this Section 14 Article VII shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent. The Notwithstanding the foregoing, however, Wachovia Bank may not be removed as Administrative Agent at the request of the Required Lenders unless Wachovia Bank shall not assign its interest also simultaneously be replaced and fully released as “L/C Issuer” and “Swing Line Lender” hereunder pursuant to any replacement agent who is not a bank or financial institution with a net worth (or capital documentation in form and surplus, as the case may be) in excess of $500,000,000 without the Borrower's prior written consent, such consent not substance reasonably satisfactory to be unreasonably withheldWachovia Bank.

Resignation or Removal of the Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided below, and subject further to the penultimate sentence of this Section 14(f), the Administrative Agent may resign at any time by giving notice thereof to the Lenders and the Borrower, and the Administrative Agent may be removed at any time with or without cause by the Majority Supermajority Lenders. Upon any such resignation or removal, the Majority Supermajority Lenders shall have the right to appoint a successor Administrative Agent, which successor Administrative Agent shall (so long as no Event of Default has occurred and is continuing) be reasonably acceptable to the Borrower. If no successor Administrative Agent shall have been so appointed by the Majority Supermajority Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent's ’s giving of notice of resignation or the Supermajority Lenders' ’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the LendersLenders and, at the sole cost of the Borrower, apply to a court of competent jurisdiction to appoint a successor Administrative Agent, which shall be an Acceptable Bank which has an office in New York, New York, which successor Administrative Agent shall (so long as no Event of Default has occurred and is continuing) be reasonably acceptable to the Borrower. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative AgentAdministrative, such successor Administrative Agent or shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunderunder this Agreement and the other Transaction Documents to which it is intended to be a party. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Section 14 Article X shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent. The Administrative Agent shall not assign its interest to any replacement agent who is not a bank or financial institution with a net worth (or capital and surplus, as the case may be) in excess of $500,000,000 without the Borrower's prior written consent, such consent not to be unreasonably withheld.

Resignation or Removal of the Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided below, and subject further to the penultimate sentence of this Section 14(f), the (a) The Administrative Agent may resign from the performance of all of its functions and duties hereunder and under the other Loan Documents at any time by giving 30 days’ prior written notice thereof of its resignation to the Lenders Lenders, the Issuing Bank and the Borrower, and the Administrative Agent may be removed at any time with or without cause by the Majority Lenders. Upon receipt of any such resignation or removalnotice of resignation, the Majority Required Lenders shall have the right right, and provided that no Event of Default has occurred and is continuing, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed), to appoint a successor Administrative Agentsuccessor, which shall be a Lender with an office in New York, or an Affiliate of any such Lender with an office in New York. If no such successor Administrative Agent shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 60 days after the retiring Administrative Agent's giving of Agent gives notice of resignation or the Lenders' removal of the retiring Administrative Agentits resignation, then the retiring Administrative Agent may, may on behalf of the LendersLenders and the Issuing Bank, appoint a successor Administrative Agent meeting the qualifications set forth above provided and consented to by the Borrower (provided that no Event of Default has occurred and is continuing and which consent shall not be unreasonably withheld or delayed). If the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment within such 60-day period, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent, 118 for the ratable benefit of the Secured Parties, under any of the Loan Documents, the retiring Administrative Agent, for the ratable benefit of the Secured Parties, shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) the Lenders shall thereafter perform all the duties of the Administrative Agent hereunder and under any other Loan Document and all payments, communications and determinations provided to be made by, to or through such Administrative Agent shall instead be made by or to each Lender and the Issuing Bank directly, as applicable, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this paragraph. Upon the acceptance of any a successor’s appointment as Administrative Agent hereunder by a successor Administrative Agenthereunder, such successor Administrative Agent or shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After any the retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agentand under the other Loan Documents, the provisions of this Article and Section 14 10.04 shall continue in effect for the benefit of such retiring Administrative Agent, its benefit sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it such replaced Administrative Agent was acting as the Administrative Agent. The Administrative Agent shall not assign its interest to any replacement agent who is not a bank or financial institution with a net worth (or capital and surplus, as the case may be) in excess of $500,000,000 without the Borrower's prior written consent, such consent not to be unreasonably withheldextent provided therein.

Resignation or Removal of the Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided below, and subject further to the penultimate sentence of this Section 14(f), the The Administrative Agent may resign at any time by giving thirty (30) days prior written notice thereof to the Lenders Borrowers and the BorrowerLenders, and the Administrative Agent may be removed at any time with or without cause by the Majority Required Lenders. Upon any such resignation or removal, the Majority Required Lenders shall have the right to appoint a successor Administrative Agent. If no , which successor Administrative Agent shall have been so appointed by be reasonably acceptable to the Majority Lenders and Borrowers; PROVIDED, HOWEVER, that the Borrowers shall have accepted such appointment within 30 days after the retiring Administrative Agent's giving of notice of resignation or the Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint no right to approve a successor Administrative AgentAgent if a Default has occurred and is continuing. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent or shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its the duties and obligations thereafter arising hereunder. After any retiring Administrative Agent's resignation or removal hereunder as the Administrative Agent, the provisions of this Section 14 ARTICLE VII shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent. The Notwithstanding the foregoing, however, Xxxxx Fargo may not be removed as Administrative Agent at the request of the Required Lenders unless Xxxxx Fargo shall not assign its interest also simultaneously be replaced and fully released as "L/C Issuer" and "Swing Line Lender" hereunder pursuant to any replacement agent who is not a bank or financial institution with a net worth (or capital documentation in form and surplus, as the case may be) in excess of $500,000,000 without the Borrower's prior written consent, such consent not substance reasonably satisfactory to be unreasonably withheldXxxxx Fargo.