Common use of Successor Administrative Agent Clause in Contracts

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ notice to the Lenders, the Issuing Lender and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon receipt of any such notice of resignation, 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. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the Issuing Lender, 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 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 on behalf of the Lenders or the Issuing Lender under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) 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 and the Issuing Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section 9 and Section 10.5 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent. Any resignation by Bank of America as Administrative Agent pursuant to this Section 9.9 shall also constitute its resignation as Issuing Lender and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ at any time by giving notice thereof to the Lenders, the Issuing Lender Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon receipt of Upon any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Administrative Agent, which subject to the approval by the Borrower provided that no Default or Event of Default shall be a bank with an office in the United States, or an Affiliate of any exist at such bank with an office in the United Statestime. If no such successor Administrative Agent shall have been so appointed by the Required Lenders appointed, and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may may, on behalf of the Lenders and the Issuing LenderBank, appoint a successor Administrative Agent meeting Agent, which shall be a commercial bank organized under the qualifications set forth above; provided that if laws of the United States of America or any state thereof or a bank which maintains an office in the United States, having a combined capital and surplus of at least $500,000,000. Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor Administrative Agent shall notify thereupon succeed to and become vested with all the Borrower rights, powers, privileges and duties of the Lenders that no qualifying Person has accepted such appointmentretiring Administrative Agent, 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 under this Agreement and under the other Loan Documents Documents. If within forty-five (except that in 45) days after written notice is given of the case of any collateral security held by the retiring Administrative Agent's resignation under this ‎Section 9.7 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on behalf of such 45th day (i) the Lenders or the Issuing Lender under any of the Loan Documents, retiring Administrative Agent's resignation shall become effective; (ii) the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor thereupon be discharged from its duties and obligations under the Loan Documents; and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through under the Administrative Agent shall instead be made by or to each Lender and the Issuing Lender directly, Loan Documents until such time as the Required Lenders appoint appoint, subject to the approval of the Borrower provided that no Default or Event of Default shall have occurred and be continuing, a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The 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 successorabove. After the any retiring Administrative Agent’s 's resignation hereunder and under the other Loan Documentshereunder, the provisions of this Section 9 and Section 10.5 Article shall continue in effect for the benefit of such retiring Administrative Agent, Agent and its sub-representatives and agents and their respective Related Parties in respect of any actions taken or omitted to be not taken by any of them while it was serving as the retiring Administrative Agent was acting as Administrative Agent. Any resignation by In addition to the foregoing, if a Lender becomes, and during the period it remains, a Defaulting Lender or a Potential Defaulting Lender, the Issuing Bank of America as and/or the Swingline Lender may, upon prior written notice to the Borrower and the Administrative Agent pursuant to this Section 9.9 shall also constitute its resignation Agent, resign as Issuing Lender and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Bank or Swingline Lender, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documentsrespectively, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding effective at the time close of business on a date specified in such notice (which date may not be less than three (3) Business Days after the date of such succession notice); provided that such resignation by the Issuing Bank will have no effect on the validity or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume enforceability of any Letter of Credit then outstanding or on the obligations of the retiring Issuing Borrower or any Lender under this Agreement with respect to any such Letters outstanding Letter of CreditCredit or otherwise to the Issuing Bank; and provided, further, that such resignation by the Swingline Lender will have no effect on its rights in respect of any outstanding Swingline Loans or on the obligations of the Borrower or any Lender under this Agreement with respect to any such outstanding Swingline Loan.

Successor Administrative Agent. (a) The Administrative Agent may resign as Administrative Agent upon 30 days’ or, if it or its controlling Affiliate thereof is subject to a Distress Event, be removed by the Borrower or the Requisite Lenders, in each case, at any time by giving [REDACTED – Time Period] written notice thereof to the Lenders, the Issuing Lender Lenders and the Borrower. If the Administrative Agent shall resign Upon any such resignation or removal as Administrative Agent under this Agreement and the other Loan Documents, then upon receipt of any such notice of resignationAgent, the Required Requisite Lenders shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Administrative Agent that is not a Disqualified Person which successor Administrative Agent (unless an Event of Default has occurred and is continuing at the time of such appointment), which shall be subject to approval by the Borrower (which approval shall not be unreasonably withheld if such successor Administrative Agent is a commercial bank with an office a combined capital and surplus of at least [REDACTED – Dollar Amount] and otherwise may be withheld in the United States, or an Affiliate of any such bank with an office in the United StatesBorrower’s sole discretion). If no such successor Administrative Agent shall have been so appointed by the Required Lenders Requisite Lenders, and shall have accepted such appointment within 30 days after appointment, [REDACTED – Time Period]after the retiring Administrative Agent gives Agent’s giving of notice of its resignation, then the retiring Administrative Agent may may, on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Administrative Agent meeting that is not a Disqualified Person, subject to approval by the qualifications set forth above; provided that if Borrower in accordance with the preceding sentence. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall notify succeed to and become vested with all the Borrower rights, powers, discretion, privileges and duties of the Lenders that no qualifying Person has accepted such appointmentretiring Administrative Agent, 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 Credit Documents; provided that the Borrower shall have no obligation to pay any fee to any successor Administrative Agent that is greater than or in addition to the case of any collateral security held by fees payable to the Administrative Agent on behalf the Closing Date. If within [REDACTED – Time Period] after written notice is given of the Lenders or retiring Administrative Agent’s resignation under this Section 9.6 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such [REDACTED – Time Period] (a) the Issuing Lender under any of the Loan Documentsretiring Administrative Agent’s resignation shall become effective, (b) the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor thereupon be discharged from its duties and obligations under the Credit Documents and (c) the Requisite Lenders shall thereafter perform all duties of the retiring Administrative Agent is appointed) and under the Credit Documents (2) and, except for any indemnity payments or other amount then owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through the such Administrative Agent shall instead be made by or to each Lender and the Issuing Lender directly, ) until such time time, if any, as the Required Requisite Lenders appoint a successor Administrative Agent that is not a Disqualified Person as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The 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 successorabove. After the any retiring Administrative Agent’s resignation hereunder and under the other Loan Documentsas Administrative Agent shall have become effective, the provisions of this Section 9 and Section 10.5 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was Administrative Agent was acting as Administrative Agent. Any resignation by Bank of America as Administrative Agent pursuant to under this Section 9.9 shall also constitute its resignation as Issuing Lender and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of CreditAgreement.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent at any time upon not less than 30 days’ days notice to the Lenders, the Issuing Lender each Letter of Credit Issuer and the BorrowerBorrowers. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the BorrowerBorrowers, 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. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Administrative Agent meeting the qualifications set forth above; Agent, provided that if the Administrative Agent shall notify the Borrower Borrowers and the Lenders that no qualifying Person has accepted such successor is willing to accept such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Credit Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Issuing Lender any Letter of Credit Issuer under any of the Loan Credit Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2ii) 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 and the Issuing Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Sectionparagraph. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Credit Documents (if not already discharged therefrom as provided above in this Sectionparagraph). The fees payable by the Borrower Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Borrowers and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Credit Documents, the provisions of this Section 9 Article and Section 10.5 12.1 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent. Any resignation by Bank of America as Administrative Agent pursuant to this Section 9.9 shall also constitute its resignation as Issuing Lender and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ at any time give notice of its resignation to the Lenders, the Issuing Lender Lenders and the BorrowerBorrowers. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrowerprior written consent of the Borrowers if Payment Event of Default or Bankruptcy Event then exists (which consent shall not be unreasonably withheld or delayed), 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 StatesStates (in each case, other than a Disqualified Institution). If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Administrative Agent meeting the qualifications set forth above; provided that that, if the Administrative Agent shall notify the Borrower Borrowers and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Credit Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Issuing Lender under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2b) 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 and the Issuing Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Sectionparagraph. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Credit Documents (if not already discharged therefrom as provided above in this Sectionparagraph). The fees payable by the Borrower Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Borrowers and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Credit Documents, the provisions of this Section 9 Article and Section 10.5 9.5 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent. Any resignation by Bank of America TBK Bank, SSB, as Administrative Agent pursuant to this Section 9.9 shall also constitute its resignation as Issuing Lender Revolving Lender, LC Issuer and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender Revolving Lender, LC Issuer and Swingline Lender, and (b) the retiring Issuing Lender Revolving Lender, LC Issuer and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Credit Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ at any time give notice of its resignation to the Lenders, the Issuing Lender and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon Upon receipt of any such notice of resignation, the Required Lenders shall have the right, 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 Statesbank. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the Issuing Lender, appoint a successor Administrative Agent meeting the qualifications set forth above; above provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Credit Documents solely in its capacity as Administrative Agent and not as Lender (except that in the case of any collateral security Collateral held by the Administrative Agent on behalf of the Lenders or the Issuing Lender under any of the Loan Credit Documents, the retiring Administrative Agent shall continue to hold such collateral security Collateral until such time as a successor Administrative Agent is appointed) and (2b) 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 and the Issuing Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Sectionparagraph. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Credit Documents solely in its capacity as Administrative Agent and not as Lender (if not already discharged therefrom as provided above in this Sectionparagraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Credit Documents, the provisions of this Section 9 Article and Section 10.5 9.5 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent. Any resignation by Bank of America as Administrative Agent pursuant to this Section 9.9 shall also constitute its resignation as Issuing Lender and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ notice to the Lenders, the Issuing Lender and the Borrower. If the Administrative Agent shall resign at any time as Administrative Agent under this Agreement the Loan Documents and Other Related Documents by giving written notice thereof to the Lenders and the other Loan Documents, then upon receipt of Borrowers. Upon any such resignation, the Requisite Lenders shall have the right to appoint a successor Administrative Agent which appointment shall, provided no Default or Potential Default exists, be subject to the Borrower’s approval, which approval shall not be unreasonably withheld or delayed (except that the Borrowers shall, in all events, be deemed to have approved each Lender and any of its Affiliates as a successor Administrative Agent). If no successor Administrative Agent shall have been so appointed in accordance with the immediately preceding sentence, and shall have accepted such appointment, within thirty (30) days after the current Administrative Agent’s giving of notice of resignation, then the Required Lenders shall have current Administrative Agent may, on behalf of the rightLenders, in consultation with the Borrower, to appoint a successorsuccessor Administrative Agent, which shall be a bank with Lender, if any Lender shall be willing to serve, and otherwise shall be an office in Eligible Assignee. Upon the United States, or an Affiliate acceptance of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring as Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the Issuing Lender, appoint hereunder by a successor Administrative Agent meeting the qualifications set forth above; provided that if the Agent, such successor Administrative Agent shall notify thereupon succeed to and become vested with all the Borrower rights, powers, privileges and duties of the current Administrative Agent, and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring current 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 on behalf of the Lenders or the Issuing Lender under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) 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 and the Issuing Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The 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 successorOther Related Documents. After the retiring any Administrative Agent’s resignation hereunder and under the other Loan Documentsas Administrative Agent, the provisions of this Section 9 and Section 10.5 Article 12 shall continue in effect for the to inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by it while it was Administrative Agent under the Loan Documents and the Other Related Documents. Notwithstanding anything contained herein to the contrary, the Administrative Agent may assign its rights and duties under the Loan Documents and the Other Related Documents to any of them while its Affiliates by giving the retiring Administrative Agent was acting as Administrative Agent. Any resignation by Bank of America as Administrative Agent pursuant to this Section 9.9 shall also constitute its resignation as Issuing Borrower and each Lender and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Creditprior written notice.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ notice to the Lenders, the Issuing Lender and the Borrower. If the Administrative Agent shall resign at any time as Administrative Agent under this Agreement the Loan Documents by giving at least thirty (30) days’ prior written notice thereof to the Lenders and the other Loan DocumentsBorrower, then upon receipt of unless applicable law requires a shorter notice period or that there be no notice period, in which instance such applicable law shall control. Upon any such resignation, the Requisite Lenders shall have the right to appoint a successor Administrative Agent which appointment shall, provided no Default exists, be subject to the Borrower’s approval, which approval shall not be unreasonably withheld or delayed (except that the Borrower shall, in all events, be deemed to have approved each Lender and any of its Affiliates as a successor Administrative Agent). If no successor Administrative Agent shall have been so appointed in accordance with the immediately preceding sentence, and shall have accepted such appointment, within thirty (30) days after the current Administrative Agent’s giving of notice of resignation, then the Required Lenders shall have current Administrative Agent may, on behalf of the rightLenders, in consultation with the Borrower, to appoint a successorsuccessor 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. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the Issuing Lender, appoint a successor Administrative Agent meeting the qualifications set forth aboveif any Lender shall be willing to serve, and otherwise shall be an Eligible Assignee; provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person Lender has accepted such appointment, 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 on behalf of the Lenders or the Issuing Lender under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) 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 and the Issuing Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent has been appointed as provided for above in this Section; provided, further, that such Lenders so acting directly shall be and be deemed to be protected by all indemnities and other provisions herein for the benefit and protection of the Administrative Agent as if each such Lender were itself the Administrative Agent. Upon the acceptance of a successor’s any appointment as Administrative Agent hereunderhereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) current Administrative Agent, and the retiring current Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorDocuments. After the retiring any Administrative Agent’s resignation hereunder and under the other Loan Documentsas Administrative Agent, the provisions of this Section 9 Article XII shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under the Loan Documents. Notwithstanding anything contained herein to the contrary, the Administrative Agent may assign its rights and duties under the Loan Documents to any of its Affiliates by giving the Borrower and each Lender prior written notice. Following the effectiveness of the Administrative Agent’s resignation from its capacity as such, the provisions of this Article and Section 10.5 13.9, as well as any other applicable exculpatory, reimbursement and indemnification provisions set forth in any other Loan Document, shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent. Any resignation by Bank of America as Administrative Agent pursuant to this Section 9.9 shall also constitute its resignation as Issuing Lender and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ at any time give notice of its resignation to the Lenders, the Issuing Lender L/C Issuer and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with and, if such appointment is prior to the occurrence and continuation of an Event of Default, with the prior approval of, the Borrower, such approval not to be unreasonably withheld or delayed, to appoint a successor, which 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 shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may may, at the direction and with the consent of the Borrower, on behalf of the Lenders and the Issuing LenderL/C Issuer, appoint a successor Administrative Agent meeting the qualifications set forth above; provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be 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 Lenders or the Issuing Lender L/C Issuer under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) 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 and the Issuing Lender L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section 9 and Section 10.5 15.9 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent. Any resignation by Bank of America KeyBank as Administrative Agent pursuant to this Section 9.9 shall also constitute its resignation as Issuing Lender L/C Issuer and Swingline Swing Line Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender L/C Issuer and Swingline Swing Line Lender, (b) the retiring Issuing Lender L/C Issuer and Swingline Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender L/C Issuer to effectively assume the obligations of the retiring Issuing Lender L/C Issuer with respect to such Letters of Credit.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ at any time give notice of its resignation to the Lenders, the Issuing Lender Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation absent an Event of Default, with the Borrower’s consent, to appoint a successor; provided that if Xxxxx Fargo Bank, which N.A. shall resign as Administrative Agent and if the Borrower shall request that Citigroup Global Markets Inc., Citibank, N.A., Citicorp USA, Inc. or Citicorp North America, Inc. (or any of their affiliates as may be a bank with an office appropriate to serve in such capacity (“Citi”)) shall agree to act as successor Administrative Agent, then if Citi shall agree to act in such role, then it is hereby agreed by the United States, or an Affiliate of any such bank with an office in the United StatesLenders that Citi shall succeed as Administrative Agent hereunder. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may may, on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Administrative Agent meeting the qualifications set forth above; provided further that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Credit Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Issuing Lender under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2b) 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 and the Issuing Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Sectionparagraph. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Credit Documents (if not already discharged therefrom as provided above in this Sectionparagraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Credit Documents, the provisions of this Section 9 Article and Section 10.5 9.5 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent. Any resignation by Bank of America as Administrative Agent pursuant to this Section 9.9 shall also constitute its resignation as Issuing Lender and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit.

Successor Administrative Agent. The Administrative Agent may resign at any time as the Administrative Agent upon 30 days’ under the Loan Documents by giving written notice thereof to the Lenders, the Issuing Lender Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon receipt of Upon any such notice of resignation, the Required Requisite Lenders shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Administrative Agent which appointment shall, provided no Event of Default exists and is continuing, be subject to the Borrower’s approval, which approval shall not be unreasonably withheld or delayed (except that the Borrower shall, in all events, be deemed to have approved each Lender and any of its Affiliates as a bank with an office in the United States, or an Affiliate of any such bank with an office in the United Statessuccessor Administrative Agent). If no such successor Administrative Agent shall have been so appointed by in accordance with the Required Lenders immediately preceding sentence, and shall have accepted such appointment appointment, within 30 thirty (30) days after the retiring current Administrative Agent gives Agent’s giving of notice of its resignation, then the retiring current Administrative Agent may may, on behalf of the Lenders and the Issuing LenderBank, appoint a successor Administrative Agent, which shall be a Lender, if any Lender shall be willing to serve, and otherwise shall be reasonably acceptable to the Borrower (provided, that, if Bxxxxxxx does not approve such successor Administrative Agent meeting the qualifications set forth abovewithin thirty (30) days of such appointment, then Administrative Agent may appoint a successor Administrative Agent who shall be an Eligible Assignee without Bxxxxxxx’s approval); provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person Lender has accepted such appointment, 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 on behalf of the Lenders or the Issuing Lender under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) 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 and the Issuing Lender directly, Bank directly until such time as the Required Lenders appoint a successor Administrative Agent has been appointed as provided for above in this Section; provided, further that such Lenders and the Issuing Bank so acting directly shall be and be deemed to be protected by all indemnities and other provisions herein for the benefit and protection of the Administrative Agent as if each such Lender or Issuing Bank were itself the Administrative Agent. 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 the rights, powers, privileges and duties of the current Administrative Agent, and the current Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. Any resignation by an Administrative Agent shall also constitute the resignation as the Issuing Bank and as the Swingline Lender by the Lender then acting as the Administrative Agent (the “Resigning Lender”). Upon the acceptance of a successor’s appointment as the Administrative Agent hereunder, such successor shall succeed to and become vested with all of hereunder (i) the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent Resigning Lender shall be discharged from all of its duties and obligations hereunder or under of 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 Issuing Bank and such successor. After the retiring Administrative Agent’s resignation Swingline Lender hereunder and under the other Loan DocumentsDocuments and (ii) the successor Issuing Bank shall issue letters of credit in substitution for all Letters of Credit issued by the Resigning Lender as the Issuing Bank outstanding at the time of such succession (which letters of credit issued in substitution shall be deemed to be Letters of Credit issued hereunder) or make other arrangements satisfactory to the Resigning Lxxxxx to effectively assume the obligations of the Resigning Lender with respect to such Letters of Credit. After any Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Section 9 and Section 10.5 Article XII shall continue in effect for the to inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents. Notwithstanding anything contained herein to the contrary, the Administrative Agent may assign its rights and duties under the Loan Documents to any of them while its Affiliates by giving the retiring Administrative Agent was acting as Administrative Agent. Any resignation by Bank of America as Administrative Agent pursuant to this Section 9.9 shall also constitute its resignation as Issuing Borrower and each Lender and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Creditprior written notice.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving notice thereof to the Lenders and Lead Borrower. The Majority Lenders (including all Lenders exclusive of Administrative Agent, for the purposed of determining the Majority Lenders), on the basis of gross negligence or willful misconduct (as to which a final determination is made in a judicial proceeding in which Administrative Agent upon 30 has had an opportunity to be heard, which determination includes a specific finding that Administrative Agent had acted in a grossly negligent manner or had engaged in willful misconduct), may remove Administrative Agent at any time by giving thirty (30) days’ prior written notice to the LendersAdministrative Agent, the Issuing Lender and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement Borrower and the other Loan Documents, then upon receipt of Lenders. Upon any such notice of resignationresignation or removal, the Required Majority Lenders shall have the right, in consultation with the Borrower, right to appoint a successor, which successor Administrative Agent that shall be a bank with Person that meets the qualifications of an office in the United States, or an Affiliate of any such bank with an office in the United StatesEligible Assignee. If no such successor Administrative Agent shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives Agent’s giving of notice of its resignationresignation or the Majority Lenders’ giving notice of removal, as the case may be, then the retiring Administrative Agent may may, on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Administrative Agent meeting the qualifications set forth above; provided Agent, that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under an institutional lender that meets the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf requirements of the Lenders or the Issuing Lender under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) 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 and the Issuing Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Sectionimmediately preceding sentence. Upon the acceptance of a successor’s any appointment as Administrative Agent hereunderhereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and prospective obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this SectionSection 14.8). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the any retiring Administrative Agent’s resignation hereunder and under the other Loan Documentsas Administrative Agent, the provisions provision of this Section 9 Article 14 and Section 10.5 12.5 shall continue in effect for the its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring Administrative Agent it was acting as Administrative Agent. Any resignation by Bank of America as Administrative Agent pursuant to this Section 9.9 shall also constitute its resignation as Issuing Lender and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time as Administrative Agent upon 30 days’ under the Credit Documents by giving written notice thereof to the Lenders, the Issuing Lender Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon receipt of Upon any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Administrative Agent which appointment shall, provided no Event of Default exists, be subject to the Borrower’s approval, which approval shall not be unreasonably withheld or delayed (except that the Borrower shall, in all events, be deemed to have approved each Lender and any of its Affiliates as a bank with an office in the United States, or an Affiliate of any such bank with an office in the United Statessuccessor Administrative Agent). If no such successor Administrative Agent shall have been so appointed by in accordance with the Required Lenders immediately preceding sentence, and shall have accepted such appointment appointment, within 30 days after the retiring current Administrative Agent gives Agent’s giving of notice of its resignation, then the retiring current Administrative Agent may may, on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Administrative Agent meeting the qualifications set forth aboveAgent, which shall be a Lender, if any Lender shall be willing to serve, and otherwise shall be an Eligible Assignee; provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person Lender or Eligible Assignee has accepted such appointment, 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 Credit Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Issuing Lender Secured Parties under any of the Loan Credit Documents, the retiring Administrative Agent shall continue to hold such collateral security as bailee, trustee or other applicable capacity until such time as a successor of such Administrative Agent is appointed) and (2) 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 and the applicable Issuing Lender Lenders directly, until such time as the Required Lenders appoint a successor Administrative Agent has been appointed as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder; provided, further that such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, Lenders and the retiring Administrative Agent Issuing Lenders so acting directly shall be discharged from and be deemed to be protected by all of its duties indemnities and obligations hereunder 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 the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section 9 and Section 10.5 shall continue in effect herein for the benefit and protection of the Administrative Agent as if each such retiring Lender or Issuing Lender were itself the Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent. Any resignation by Bank of America as Administrative Agent pursuant to this Section 9.9 shall also constitute its resignation as Issuing Lender and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ at any time give notice of its resignation to the Lenders, the Issuing Lender Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon Upon receipt of any such notice of resignation, the Required Lenders shall have the rightright subject to the prior approval of Borrower, in consultation with the Borrowerunless an Event of Default has then occurred and is continuing, to appoint a successorsuccessor acceptable to the Borrower, which shall be a bank with an office in the United StatesState of California, or an Affiliate of any such bank with an office in the United StatesState of California. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Administrative Agent meeting the qualifications set forth above; above provided that if the retiring Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be 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 Lenders or the Issuing Lender Secured Parties under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointedappointed and such collateral security is assigned to such successor Administrative Agent) and (2) 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 and the Issuing Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Sectionparagraph. Upon the acceptance of a successor’s appointment as the Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Sectionparagraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section 9 and Section 10.5 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as the Administrative Agent. Any resignation by Bank of America as Administrative Agent pursuant to this Section 9.9 shall also constitute its resignation as Issuing Lender and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon at any time by giving 30 days’ prior written notice thereof to the Lenders, the Issuing Lender Lenders and the BorrowerBorrower and may be removed at any time with or without cause by the Required Lenders. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon receipt of Upon any such notice of resignationresignation or removal, the Required Lenders shall have the right, right to appoint a successor Administrative Agent 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. If no such successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent’s giving of notice of its resignationresignation or the Required Lenders’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may may, on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000. Upon the acceptance of any appointment as an Administrative Agent meeting hereunder by a successor Administrative Agent, and upon the qualifications set forth above; provided that if execution and filing or recording of such financing statements, or amendments thereto and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by this Agreement, such successor Administrative Agent shall notify succeed to and become vested with all the Borrower rights, powers, discretion, privileges and duties of the Lenders that no qualifying Person has accepted such appointmentretiring Administrative Agent, 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 on behalf of the Lenders or the Issuing Lender under any of the Loan Documents. If within 45 days after written notice is given of the retiring Administrative Agent’s resignation or removal under this Section 9.06 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Agent’s resignation or removal shall become effective, (ii) the retiring Administrative Agent shall continue to hold such collateral security thereupon be discharged from its duties and obligations under the Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Loan Documents until such time as a successor Administrative Agent is appointed) and (2) all paymentstime, communications and determinations provided to be made byif any, to or through the Administrative Agent shall instead be made by or to each Lender and the Issuing Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The 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 successorabove. After the any retiring Administrative Agent’s resignation or removal hereunder and under the other Loan Documentsas an Administrative Agent shall have become effective, the provisions of this Section 9 and Section 10.5 Article IX shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was an Administrative Agent was acting as Administrative Agent. Any resignation by Bank of America as Administrative Agent pursuant to under this Section 9.9 shall also constitute its resignation as Issuing Lender and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of CreditAgreement.

Successor Administrative Agent. The Administrative Agent may resign as hereunder at any time by giving written notice thereof to the Lenders and Borrower. Administrative Agent may be removed involuntarily only for a material breach of its duties and obligations hereunder or under the other Credit Facility Documents, or for gross negligence or willful misconduct in connection with the performance of its duties hereunder or under the other Credit Facility Documents and then only upon 30 days’ notice the affirmative vote of the Majority Lenders (excluding Administrative Agent from such vote and Administrative Agent’s Proportionate Share of the Total Commitment from the amounts used to determine the portion of the Total Commitment necessary to constitute the required Proportionate Shares of the remaining Lenders). Upon any such resignation or removal, the Issuing Lender and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon receipt of any such notice of resignation, the Required Majority Lenders shall have the right, in consultation right to appoint the successor Administrative Agent hereunder with the consent of Borrower, to appoint a successor, which consent shall not be a bank with unreasonably withheld or delayed; provided that Borrower’s consent shall not be required if an office in the United States, or an Affiliate Event of any Default shall have occurred and be continuing at such bank with an office in the United Statestime hereunder. If no such successor Administrative Agent shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent’s giving of notice of its resignationresignation or the Lenders’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may may, on behalf of the Lenders and with the Issuing consent of Borrower (such consent not to be unreasonably withheld or delayed) appoint the successor Administrative Agent hereunder which shall be a Lender, appoint if any Lender shall be willing to serve, and otherwise shall be a commercial bank having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent meeting the qualifications set forth above; provided that if the Agent, such successor Administrative Agent shall notify thereupon succeed to and become vested with all the Borrower rights, powers, privileges and duties of the Lenders that no qualifying Person has accepted such appointmentretiring Administrative Agent, 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 on behalf of the Lenders or the Issuing Lender under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) 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 and the Issuing Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or only 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 successorCredit Facility Documents. After the any retiring Administrative Agent’s resignation or removal hereunder and under the other Loan Documentsas Administrative Agent, the provisions of this Section 9 and Section 10.5 Article VII shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was Administrative Agent was acting as Administrative Agent. Any resignation by Bank of America as Administrative Agent pursuant to this Section 9.9 shall also constitute its resignation as Issuing Lender and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Credit Facility Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ at any time give notice of its resignation to the Lenders, the Issuing Lender Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with subject to the Borrowerapproval of the Company, not to be unreasonably withheld, for so long as no Event of Default has occurred and is continuing, to appoint a successor, which shall be a bank with an office in the United StatesNew York, New York, or an Affiliate of any such bank with an office in the United StatesNew York, New York. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 fifteen days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Administrative Agent meeting the qualifications set forth above; (which shall be a bank with an office in New York, New York or an Affiliate of any such bank with an office in New York, New York), provided that if the retiring Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be 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 Lenders or the Issuing Lender Secured Parties under any of the Loan Documents, the retiring Administrative Agent shall may continue to hold such collateral security until such time as a successor Administrative Agent is appointedappointed and such collateral security is assigned to such successor Administrative Agent) and (2) all payments, communications and determinations provided to be made by, to or through the such Administrative Agent shall instead be made by or to each Lender and the Issuing Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Sectionparagraph (provided that the Administrative Agent may, in its sole discretion, agree to continue to perform any or all of such functions until such time as a successor is appointed as provided in this paragraph). Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Sectionparagraph). 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 Company and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section 9 and Section 10.5 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent. Any resignation by Bank of America as Administrative Agent pursuant to this Section 9.9 shall also constitute its resignation as Issuing Lender and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ notice to the Lenders, the Issuing Lender and the Borrower. If the Administrative Agent shall resign at any time as Administrative Agent under this Agreement the Loan Documents and Other Related Documents by giving written notice thereof to the Lenders and the other Loan Documents, then upon receipt of Borrowers. Upon any such resignation, the Requisite Lenders shall have the right to appoint a successor Administrative Agent which appointment shall, provided no Default or Potential Default exists, be subject to the Borrower’s approval, which approval shall not be unreasonably withheld or delayed (except that the Borrowers shall, in all events, be deemed to have approved each Lender and any of its Affiliates as a successor Administrative Agent). If no successor Administrative Agent shall have been so appointed in accordance with the immediately preceding sentence, and shall have accepted such appointment, within thirty (30) days after the current Administrative Agent’s giving of notice of resignation, then the Required Lenders shall have current Administrative Agent may, on behalf of the rightLenders, in consultation with the Borrower, to appoint a successorsuccessor Administrative Agent, which shall be a bank with Lender, if any Lender shall be willing to serve, and otherwise shall be an office in Eligible Assignee. Upon the United States, or an Affiliate acceptance of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring as Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the Issuing Lender, appoint hereunder by a successor Administrative Agent meeting the qualifications set forth above; provided that if the Agent, such successor Administrative Agent shall notify thereupon succeed to and become vested with all the Borrower rights, powers, privileges and duties of the current Administrative Agent, and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring current 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 on behalf of the Lenders or the Issuing Lender under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) 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 and the Issuing Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The 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 successorOther Related Documents. After the retiring any Administrative Agent’s resignation hereunder and under the other Loan Documentsas Administrative Agent, the provisions of this Section 9 and Section 10.5 Article 12. shall continue in effect for the to inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by it while it was Administrative Agent under the Loan Documents and the Other Related Documents. Notwithstanding anything contained herein to the contrary, the Administrative Agent may assign its rights and duties under the Loan Documents and the Other Related Documents to any of them while its Affiliates by giving the retiring Administrative Agent was acting as Administrative Agent. Any resignation by Bank of America as Administrative Agent pursuant to this Section 9.9 shall also constitute its resignation as Issuing Borrower and each Lender and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Creditprior written notice.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent at any time upon not less than 30 days’ days notice to the Lenders, the Issuing Lender each Letter of Credit Issuer and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon Upon receipt of any such notice of resignation, the Required Lenders shall have the right, 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. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the Issuing Lendereach Letter of Credit Issuer, appoint a successor Administrative Agent meeting the qualifications set forth above; Agent, provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such successor is willing to accept such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Credit Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Issuing Lender any Letter of Credit Issuer under any of the Loan Credit Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2ii) 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 and the Issuing Lender Letter of Credit Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Sectionparagraph. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Credit Documents (if not already discharged therefrom as provided above in this Sectionparagraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Credit Documents, the provisions of this Section 9 Article and Section 10.5 13.1 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent. Any resignation by Bank of America as Administrative Agent pursuant to this Section 9.9 shall also constitute its resignation as Issuing Lender and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit.

Successor Administrative Agent. The Administrative Agent may resign at any time as Administrative Agent upon 30 days’ under the Loan Documents by giving written notice thereof to the Lenders, the Issuing Lender Lenders and the Borrower. If the Administrative Agent shall resign Person serving as Administrative Agent under this Agreement is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Requisite Lenders may, to the extent permitted by Applicable Law, by notice in writing to the Borrower and the other Loan Documentssuch Person, then upon receipt of remove such Person as Administrative Agent. Upon any such notice of resignationresignation or removal, the Required Requisite Lenders shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Administrative Agent which appointment shall, provided no Default or Event of Default exists, be subject to the Borrower’s approval, which approval shall not be unreasonably withheld, delayed or conditioned (except that the Borrower shall, in all events, be deemed to have approved each Lender and any of its Affiliates as a bank with an office in the United States, or an Affiliate of any such bank with an office in the United Statessuccessor Administrative Agent). If no such successor Administrative Agent shall have been so appointed by in accordance with the Required Lenders immediately preceding sentence, and shall have accepted such appointment appointment, within 30 days after the retiring current Administrative Agent gives Agent’s giving of notice of its resignationresignation or removal, then the retiring current Administrative Agent may may, on behalf of the Lenders and the Issuing LenderBanks, appoint a successor Administrative Agent meeting the qualifications set forth aboveAgent, which shall be a Lender, if any Lender shall be willing to serve, and otherwise shall be an Eligible Assignee; provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person Lender 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 (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Issuing Lender under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) 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 and the each Issuing Lender Bank directly, until such time as the Required Lenders appoint a successor Administrative Agent has been appointed as provided for above in this Section; provided, further that such Lenders and such Issuing Banks so acting directly shall be and be deemed to be protected by all indemnities and other provisions herein for the benefit and protection of the Administrative Agent as if each such Lender or Issuing Bank were itself the Administrative Agent. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the current Administrative Agent, and the current Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. Any resignation by or removal of an Administrative Agent shall also constitute the resignation or removal as an Issuing Bank and as the Swingline Lender by the Lender then acting as Administrative Agent (the “Resigning Lender”). Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of hereunder (i) the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent Resigning Lender shall be discharged from all of its duties and obligations hereunder or under of an Issuing Bank and 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 the retiring Administrative Agent’s resignation Swingline Lender hereunder and under the other Loan DocumentsDocuments and (ii) any successor Issuing Bank shall issue letters of credit in substitution for all Letters of Credit issued by the Resigning Lender as Issuing Banks outstanding at the time of such succession (which letters of credit issued in substitutions shall be deemed to be Letters of Credit issued hereunder) or make other arrangements satisfactory to the Resigning Lender to effectively assume the obligations of the Resigning Lender with respect to such Letters of Credit. After any Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Section 9 and Section 10.5 Article XII. shall continue in effect for the to inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by it while it was Administrative Agent under the Loan Documents. Notwithstanding anything contained herein to the contrary, the Administrative Agent may assign its rights and duties under the Loan Documents to any of them while its Affiliates by giving the retiring Administrative Agent was acting as Administrative AgentBorrower and each Lender prior written notice. Any resignation by Bank of America as Administrative Agent pursuant to this Section 9.9 shall also constitute its resignation as Issuing Lender and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit.​

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ at any time give notice of its resignation to the Lenders, the Issuing Lender Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with and with the Borrowerconsent of the Borrower (which consent shall not be unreasonably withheld, conditioned or delayed; provided that no consent shall be required during the continuance of an Event of Default); , 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 StatesState of New York. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Administrative Agent meeting the qualifications set forth above; provided that if the retiring Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be 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 Lenders or the Issuing Lender Secured Parties under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointedappointed and such collateral security is assigned to such successor Administrative Agent) and (2) except for any indemnity payments owed to the retiring 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 and the Issuing Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Sectionparagraph. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent (other than any rights to indemnity payments owed to the retiring Administrative Agent), and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Sectionparagraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section 9 and Section 10.5 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as the Administrative Agent. Any resignation by Bank of America as Administrative Agent pursuant to this Section 9.9 shall also constitute its resignation as Issuing Lender and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit.

Successor Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent may resign as Administrative Agent upon 30 days’ notice to the Lendersprovided below, the Issuing Lender and the Borrower. If the Administrative Agent may, with the prior written consent of the Borrowers (which consent shall not be required for so long as a Default has occurred and is continuing), resign as Administrative Agent under this Agreement at any time by giving 30 days written notice thereof to the Borrowers and the other Loan Documents, then upon receipt of Lenders. Upon any such notice of resignation, the Required Lenders Majority Lenders, with the prior written consent of the Borrowers (which consent shall not be required (x) if the successor Administrative Agent is an Affiliate or Subsidiary of the Administrative Agent on the date hereof or (y) for so long as a Default has occurred and is continuing), shall have the right, in consultation with the Borrower, right to appoint a successor, which successor Administrative Agent who shall be a bank with an office in one of the United States, or an Affiliate Lenders unless none of any the Lenders wishes to accept such bank with an office in the United Statesappointment. If no such successor Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after by the retiring Administrative Agent gives notice time of its such resignation, then the retiring Administrative Agent may may, on behalf of the Lenders and with the Issuing Lenderprior written consent of the Borrowers (which consent shall not be required for so long as a Default has occurred and is continuing), appoint a successor Administrative Agent meeting which shall be a bank organized under the qualifications set forth above; provided that if laws of Canada which has combined capital and reserves in excess of Cdn. $250,000,000 and has an office in Toronto. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall notify thereupon succeed to and become vested with all the Borrower rights, powers, privileges, duties and obligations of the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective retiring Administrative Agent (in accordance with such notice its capacity as Administrative Agent but not in its capacity as a Lender) 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 on behalf of the Lenders or the Issuing Lender under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) 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 and the Issuing Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment its capacity as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of but not in its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom capacity as provided above in this Sectiona Lender). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the any retiring Administrative Agent’s resignation hereunder and under as the other Loan DocumentsAdministrative Agent, the provisions of this Section 9 and Section 10.5 Article 14 shall continue in effect for the its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring Administrative Agent it was acting as the Administrative Agent. Any resignation by Bank of America as Administrative Agent pursuant to this Section 9.9 shall also constitute its resignation as Issuing Lender and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit.

Successor Administrative Agent. The Administrative Agent may resign at any time as Administrative Agent upon 30 days’ under the Loan Documents by giving written notice thereof to the Lenders, the Issuing Lender Lenders and the Borrower. If Upon 30 days’ prior written notice to the Administrative Agent, the Administrative Agent shall resign may be removed as Administrative Agent under the Loan Documents by the Requisite Lenders (other than the Lender then acting as Administrative Agent) for any acts or omissions of the Administrative Agent in connection with its duties set forth in this Agreement and or the other Loan Documents, then upon receipt of Documents that constitute gross negligence or willful misconduct. Upon any such notice of resignationresignation or removal, the Required Requisite Lenders (other than the Lender then acting as the Administrative Agent in the case of the removal of the Administrative Agent under the immediately preceding sentence) shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Administrative Agent which appointment shall, provided no Default or Event of Default exists, be subject to the Borrower’s approval, which approval shall not be a bank with an office in the United States, unreasonably withheld or an Affiliate of any such bank with an office in the United Statesdelayed. If no such successor Administrative Agent shall have been so appointed by in accordance with the Required Lenders immediately preceding sentence, and shall have accepted such appointment appointment, within 30 thirty (30) days after the retiring current Administrative Agent gives Agent’s giving of notice of resignation or its resignationremoval, then the retiring current Administrative Agent may may, on behalf of the Lenders and the Issuing LenderBanks, appoint a successor Administrative Agent meeting the qualifications set forth aboveAgent, which shall be a Lender, if any Lender shall be willing to serve, and otherwise shall be an Eligible Assignee; provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person Lender has accepted such appointment, 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 on behalf of the Lenders or the Issuing Lender under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made to or by or to each Lender and the each Issuing Lender Bank directly, until such time as the Required Lenders appoint a successor Administrative Agent has been appointed as provided for above in this Section; provided, further that such Lenders and such Issuing Banks so acting directly shall be and be deemed to be protected by all indemnities and other provisions herein for the benefit and protection of the Administrative Agent as if each such Lender or each such Issuing Bank were itself the Administrative Agent. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the current Administrative Agent, and the current Administrative Agent 150 shall be discharged from its duties and obligations under the Loan Documents. Any resignation by the Administrative Agent shall also constitute the resignation as an Issuing Bank by the Lender then acting as Administrative Agent (the “Resigning Lender”). Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of hereunder (i) the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent Resigning Lender shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation of an Issuing Bank hereunder and under the other Loan DocumentsDocuments and (ii) any successor Issuing Bank shall issue letters of credit in substitution for all Letters of Credit issued by the Resigning Lender as an Issuing Bank outstanding at the time of such succession (which letters of credit issued in substitutions shall be deemed to be Letters of Credit issued hereunder) or make other arrangements satisfactory to the Resigning Lender to effectively assume the obligations of the Resigning Lender with respect to such Letters of Credit. After any Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Section 9 and Section 10.5 Article X shall continue in effect for the to inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by it while it was Administrative Agent under the Loan Documents. Notwithstanding anything contained herein to the contrary, the Administrative Agent may assign its rights and duties under the Loan Documents to any of them while its Affiliates by giving the retiring Borrower and each Lender prior written notice. The resignation or removal of the Administrative Agent, or the assignment by the Administrative Agent was acting as Administrative Agent. Any resignation by Bank of America as Administrative Agent pursuant to this Section 9.9 shall also constitute its resignation as Issuing Lender and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges rights and duties of the retiring Issuing Lender and Swingline Lender, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender as provided in this Section shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume have no effect on the obligations as a “Lender” of the retiring Issuing Lender with respect to such Letters of Creditthen acting as the Administrative Agent.

Successor Administrative Agent. The Administrative Agent may resign at any time as Administrative Agent upon 30 days’ under the Loan Documents by giving written notice thereof to the Lenders, the Issuing Lender Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon receipt of Upon any such notice of resignation, the Required Requisite Lenders shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Administrative Agent which appointment shall, provided no Default or Event of Default exists, be subject to the Borrower’s approval, which approval shall not be unreasonably withheld or delayed (except that the Borrower shall, in all events, be deemed to have approved each Lender and any of its Affiliates as a bank with an office in the United States, or an Affiliate of any such bank with an office in the United Statessuccessor Administrative Agent). If no such successor Administrative Agent shall have been so appointed by in accordance with the Required Lenders immediately preceding sentence, and shall have accepted such appointment appointment, within 30 thirty (30) days after the retiring current Administrative Agent gives Agent’s giving of notice of its resignation, then the retiring current Administrative Agent may may, on behalf of the Lenders and the Issuing LenderBank, appoint a successor Administrative Agent meeting the qualifications set forth aboveAgent, which shall be a Lender, if any Lender shall be willing to serve, and otherwise shall be an Eligible Assignee; provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person Lender has accepted such appointment, 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 on behalf of the Lenders or the Issuing Lender under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) 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 and the Issuing Lender directly, Bank directly until such time as the Required Lenders appoint a successor Administrative Agent has been appointed as provided for above in this Section; provided, further that such Lenders and the Issuing Bank so acting directly shall be and be deemed to be protected by all indemnities and other provisions herein for the benefit and protection of the Administrative Agent as if each such Lender or Issuing Bank were itself the Administrative Agent. 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 the rights, powers, privileges and duties of the current Administrative Agent, and the current Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. Any resignation by an the Administrative Agent shall also constitute the resignation as the Issuing Bank and as the Swingline Lender by the Lender then acting as the Administrative Agent (the “Resigning Lender”). Upon the acceptance of a successor’s appointment as the Administrative Agent hereunder, such successor shall succeed to and become vested with all of hereunder (i) the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent Resigning Lender shall be discharged from all of its duties and obligations hereunder or under of the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by Issuing Bank and the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation Swingline Lender hereunder and under the other Loan DocumentsDocuments and (ii) the successor Issuing Bank shall issue letters of credit in substitution for all Letters of Credit issued by the Resigning Lender as Issuing Bank outstanding at the time of such succession (which letters of credit issued in substitution shall be deemed to be Letters of Credit issued hereunder) or make other arrangements satisfactory to the Resigning Lender to effectively assume the obligations of the Resigning Lender with respect to such Letters of Credit. After any the Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Section 9 and Section 10.5 Article XII shall continue in effect for the to inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents. Notwithstanding anything contained herein to the contrary, the Administrative Agent may assign its rights and duties under the Loan Documents to any of them while its Affiliates by giving the retiring Administrative Agent was acting as Administrative Agent. Any resignation by Bank of America as Administrative Agent pursuant to this Section 9.9 shall also constitute its resignation as Issuing Borrower and each Lender and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Creditprior written notice.

Successor Administrative Agent. The Administrative Agent may at any time resign as Administrative Agent upon 30 20 days’ ' written notice to the Lenders, the Issuing Lender L/C Issuer and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon Upon receipt of any such notice of resignation, the Required Lenders shall have the right, 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; provided that, so long as no Default or Event of Default has occurred and is continuing, such successor Administrative Agent shall be reasonably acceptable to the Borrower. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the Issuing LenderL/C Issuer, 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 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 on behalf of the Lenders or the Issuing Lender under any of the Loan Credit Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the Issuing Lender L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this SectionSection and (3) the retiring Administrative Agent will provide to the Borrower and the Lenders reasonable access to the Register and/or copies of each Lender’s Administrative Questionnaire. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Credit 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 the retiring Administrative Agent’s resignation hereunder and under the other Loan Credit Documents, the provisions of this Section 9 Article and Section 10.5 9.7 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent. Any resignation by Bank of America as Administrative Agent pursuant to this Section 9.9 shall also constitute its resignation as Issuing Lender and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit.

Successor Administrative Agent. (a) The Administrative Agent and Collateral Agent may resign as Administrative Agent upon 30 at any time by giving thirty (30) days’ prior written notice thereof to the Lenders, the Issuing Lender Lenders and the Administrative Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon receipt of Upon any such notice of resignation, the Required Requisite Lenders shall have the right, in consultation with upon five Business Days’ notice to the Administrative 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 Statessuccessor Administrative Agent and Collateral Agent. If no such successor shall have been so appointed by the Required Requisite Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent and Collateral Agent gives notice of its resignation, then the retiring Administrative Agent may and Collateral Agent may, on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Administrative Agent meeting and Collateral Agent from among the qualifications set forth above; provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be 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 Lenders or the Issuing Lender under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) 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 and the Issuing Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this SectionLenders. Upon the acceptance of a successor’s any appointment as Administrative Agent hereunderand Collateral Agent hereunder by a successor Administrative Agent and Collateral Agent, such that successor Administrative Agent and Collateral Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, Agent and Collateral Agent and the retiring Administrative Agent and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Credit Documents, and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actions, as may be reasonably requested by the successor Administrative Agent or Collateral Agent in connection with the assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Administrative Agent and Collateral Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The 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 successorhereunder. After the any retiring Administrative Agent’s and Collateral Agent’s resignation hereunder as Administrative Agent and under the other Loan DocumentsCollateral Agent, the provisions of this Section 9 and Section 10.5 10 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was Administrative Agent was acting as Administrative Agent. Any resignation by Bank of America as Administrative Agent pursuant to this Section 9.9 shall also constitute its resignation as Issuing Lender and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative or Collateral Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ at any time give notice of its resignation to the Lenders, the Issuing Lender Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon Upon receipt of any such notice of resignation, the Required Majority Lenders shall have the right, in consultation with the Borrower, right to appoint a successor, which shall be a bank with an office in successor Administrative Agent for the United States, or an Affiliate of any such bank with an office in the United StatesLenders. If no such successor Administrative Agent shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Administrative Agent meeting the qualifications set forth aboveAgent; provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the #PageNum# other Loan Documents (except that in the case of any collateral security Collateral held by the Administrative Agent on behalf of the Lenders or the Issuing Lender under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security Collateral until such time as a successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the Issuing Lender directly, until such time as the Required Majority Lenders appoint a successor Administrative Agent as provided for above in this SectionSection 17.9. Upon In any such event, upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this SectionSection 17.9). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section 9 17 and Section 10.5 Sections 11.1, 11.2 and 11.3 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent. Any resignation by Bank of America as Administrative Agent pursuant to this Section 9.9 shall also constitute its resignation as Issuing Lender and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ at any time give notice of its resignation to the Lenders, the Issuing Lender Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, right to appoint a successor, which successor shall (i) unless an Event of Default has occurred and is continuing, be approved in writing by the Borrower and (ii) 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 shall have been so appointed by the Required Lenders (and approved by the Borrower, if applicable) and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Administrative Agent meeting the qualifications set forth abovein clauses (i) and (ii) of the prior sentence; provided that in no event shall any such successor Administrative Agent be a Defaulting Lender; provided further that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Fundamental Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Issuing Lender Lenders under any of the Loan Fundamental Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the Issuing Lender Lenders directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Fundamental 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 the retiring Administrative Agent’s resignation hereunder and under the other Loan Fundamental Documents, the provisions of this Section 9 8, Section 10.4 and Section 10.5 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent. Any resignation by Bank of America as Administrative Agent pursuant to this Section 9.9 shall also constitute its resignation as Issuing Lender and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit.

Successor Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent may resign as Administrative Agent upon 30 days’ notice to the Lendersprovided below, the Issuing Lender and the Borrower. If the Administrative Agent may, with the prior written consent of the Credit Agreement Borrowers (which consent shall not be required for so long as a Default has occurred and is continuing), resign as Administrative Agent under this Agreement at any time by giving 30 days written notice thereof to the Borrowers and the other Loan Documents, then upon receipt of Lenders. Upon any such notice of resignation, the Required Lenders Majority Lenders, with the prior written consent of the Borrowers (which consent shall not be required (x) if the successor Administrative Agent is an Affiliate or Subsidiary of the Administrative Agent on the date hereof or (y) for so long as a Default has occurred and is continuing), shall have the right, in consultation with the Borrower, right to appoint a successor, which successor Administrative Agent who shall be a bank with an office in one of the United States, or an Affiliate Lenders unless none of any the Lenders wishes to accept such bank with an office in the United Statesappointment. If no such successor Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after by the retiring Administrative Agent gives notice time of its such resignation, then the retiring Administrative Agent may may, on behalf of the Lenders and with the Issuing Lenderprior written consent of the Borrowers (which consent shall not be required for so long as a Default has occurred and is continuing), appoint a successor Administrative Agent meeting which shall be a bank organized under the qualifications set forth above; provided that if laws of Canada which has combined capital and reserves in excess of CDN$250,000,000 and has an office in Toronto. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall notify thereupon succeed to and become vested with all the Borrower rights, powers, privileges, duties and obligations of the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective retiring Administrative Agent (in accordance with such notice its capacity as Administrative Agent but not in its capacity as a Lender) 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 on behalf of the Lenders or the Issuing Lender under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) 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 and the Issuing Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment its capacity as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of but not in its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom capacity as provided above in this Sectiona Lender). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the any retiring Administrative Agent’s resignation hereunder and under as the other Loan DocumentsAdministrative Agent, the provisions of this Section 9 and Section 10.5 Article 14 shall continue in effect for the its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring Administrative Agent it was acting as the Administrative Agent. Any resignation by Bank of America as Administrative Agent pursuant to this Section 9.9 shall also constitute its resignation as Issuing Lender and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ at any time give notice of its resignation to the Lenders, the Issuing Lender Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrowerconsent of the Borrower (unless an Unmatured Default or Event of Default has occurred which has not been waived in writing by the Administrative Agent) such consent not to be unreasonably withheld, conditioned or delayed, 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. If no such successor shall have been so appointed by the Required Lenders with consent of Borrower (if applicable as provided above) and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Administrative Agent meeting the qualifications set forth above; above provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be 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 Lenders or the Issuing Lender under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) 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 and the Issuing Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent with the consent of Borrower (if applicable as provided for above in this Sectionabove). Upon the acceptance of a successor’s appointment as the Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Sectionparagraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section 9 Article and Section 10.5 14.2 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-sub agents and their respective Related Parties Affiliates in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as the Administrative Agent. Any resignation by Bank of America as Administrative Agent pursuant to this Section 9.9 shall also constitute its resignation as Issuing Lender and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ at any time give notice of its resignation to the Lenders, the Issuing Lender Lenders and the BorrowerBorrowers. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the BorrowerBorrowers (provided no Event of Default has occurred and is continuing), 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. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the Issuing Lender, 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 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 on behalf of the Lenders or the Issuing Lender under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) 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 and the Issuing Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this SectionAgent. Upon the acceptance of a successor’s appointment as Administrative Agent hereunderhereunder and notice of such acceptance to the retiring Administrative Agent, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, the retiring Administrative Agent’s resignation shall become immediately effective and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or and under the other Loan Financing Documents (if such resignation was not already discharged therefrom effective and such duties and obligations not already discharged, as provided above below in this Sectionparagraph). The fees payable by the Borrower Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower among Borrowers and such successor. After If no such successor shall have been so appointed by Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders (but without any obligation) appoint a successor Administrative Agent. From and following the expiration of such thirty (30) day period, Administrative Agent shall have the exclusive right, upon one (1) Business Days’ notice to Borrower Representative and the Lenders, and the delivery to a Lender, for the benefit of all Lenders, of all Collateral in the possession of the retiring Administrative Agent’s , to make its resignation effective immediately. From and following the effectiveness of such notice, (a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Financing Documents, the and (b) all payments, communications and determinations provided to be made by, to or through Administrative Agent shall instead be made by or to each Lender directly, until such time as Required Lenders appoint a successor Administrative Agent as provided for above in this paragraph. The provisions of this Section 9 and Section 10.5 Agreement shall continue in effect for the benefit of such any retiring Administrative Agent, Agent and its sub-agents after the effectiveness of its resignation hereunder and their respective Related Parties under the other Financing Documents in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting or was continuing to act as Administrative Agent. Any resignation by Bank of America as Administrative Agent pursuant to this Section 9.9 shall also constitute its resignation as Issuing Lender Credit and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit.Security Agreement

Successor Administrative Agent. The Each of the Administrative Agent and any L/C Issuer may resign as Administrative Agent upon 30 days’ at any time give notice of its resignation to the Lenders, the Issuing Lender L/C Issuer and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the consent of 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. If In the case of a retiring Administrative Agent, if no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may may, on behalf of the Lenders and the Issuing LenderL/C Issuer, 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 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 Credit Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Issuing Lender any L/C Issuer under any of the Loan Credit Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the Issuing Lender each L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Credit 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 the retiring Administrative Agent’s resignation hereunder and under the other Loan Credit Documents, the provisions of this Section 9 Article and Section 10.5 10.05 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties Affiliates and the partners, directors, officers, employees, agents and advisors in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent. Any resignation by Bank of America as Administrative Agent pursuant to this Section 9.9 shall also constitute its resignation as Issuing Lender and Swingline LenderL/C Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline LenderL/C Issuer, (b) the retiring Issuing Lender and Swingline Lender L/C Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Credit Documents, and (c) the successor Issuing Lender L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender L/C Issuer to effectively assume the obligations of the retiring Issuing Lender L/C Issuer with respect to such Letters of Credit. In the event of any dismissal or resignation by any L/C Issuer, any Letters of Credit issued by such retiring L/C Issuer shall remain outstanding until termination pursuant to their terms and such retiring L/C Issuer shall retain all the rights and obligations of an L/C Issuer hereunder with respect to all such Letters of Credit and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.3(c)), but excluding the right to consent to eligible assignees hereunder and the obligation to issue new Letters of Credit.

Successor Administrative Agent. The Administrative Agent may resign at any time as Administrative Agent upon 30 days’ under the Loan Documents by giving written notice thereof to the Lenders, the Issuing Lender Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon receipt of Upon any such notice of resignation, the Required Requisite Lenders shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Administrative Agent that is a U.S. Person which appointment shall, provided no Default or Event of Default exists, be subject to the Borrower’s approval, which approval shall not be unreasonably withheld or delayed (except that the Borrower shall, in all events, be deemed to have approved each Lender and any of its Affiliates as a bank with an office in the United States, or an Affiliate of any such bank with an office in the United Statessuccessor Administrative Agent). If no such successor Administrative Agent shall have been so appointed by in accordance with the Required Lenders immediately preceding sentence, and shall have accepted such appointment appointment, within 30 days after the retiring current Administrative Agent gives Agent’s giving of notice of its resignation, then the retiring current Administrative Agent may may, on behalf of the Lenders and the Issuing LenderBanks, appoint a successor Administrative Agent, which shall be a Lender (other than a Foreign Lender), if any Lender shall be willing to serve, and otherwise shall be an Eligible Assignee that is a U.S. Person. Upon the acceptance of any appointment as Administrative Agent meeting the qualifications set forth above; provided that if the hereunder by a successor Administrative Agent, such successor Administrative Agent shall notify thereupon succeed to and become vested with all the Borrower rights, powers, privileges and duties of the current Administrative Agent, and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring current 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 on behalf of the Lenders or the Issuing Lender under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) 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 and the Issuing Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section 9 and Section 10.5 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent. Any resignation by Bank of America Xxxxx Fargo as Administrative Agent pursuant to this Section 9.9 shall also constitute its resignation as an Issuing Lender Bank and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender Bank and Swingline Lender, (b) the retiring Issuing Lender Bank and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession (which letters of credit issued in substitution shall be deemed to be Letters of Credit issued hereunder) or make other arrangements satisfactory to the retiring Issuing Lender Bank to effectively assume the obligations of the retiring Issuing Lender Bank with respect to such Letters of Credit. After any Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article XI. shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under the Loan Documents. Notwithstanding anything contained herein to the contrary, the Administrative Agent may assign its rights and duties under the Loan Documents to any of its Affiliates by giving the Borrower and each Lender prior written notice.

Successor Administrative Agent. The Administrative Agent may resign at any time as Administrative Agent upon 30 days’ under the Loan Documents by giving written notice thereof to the Lenders, the Issuing Lender Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon receipt of Upon any such notice of resignation, the Required Requisite Lenders shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Administrative Agent which appointment shall, provided no Default or Event of Default exists, be subject to the Borrower’s approval, which approval shall not be unreasonably withheld or delayed (except that the Borrower shall, in all events, be deemed to have approved each Lender and any of its Affiliates as a bank with an office in the United States, or an Affiliate of any such bank with an office in the United Statessuccessor Administrative Agent). If no such successor Administrative Agent shall have been so appointed by in accordance with the Required Lenders immediately preceding sentence, and shall have 103 accepted such appointment appointment, within 30 thirty (30) days after the retiring current Administrative Agent gives Agent’s giving of notice of its resignation, then the retiring current Administrative Agent may may, on behalf of the Lenders and the Issuing LenderBank, appoint a successor Administrative Agent meeting the qualifications set forth aboveAgent, which shall be a Lender, if any Lender shall be willing to serve, and otherwise shall be an Eligible Assignee; provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person Lender has accepted such appointment, 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 on behalf of the Lenders or the Issuing Lender under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) 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 and the Issuing Lender directly, Bank directly until such time as the Required Lenders appoint a successor Administrative Agent has been appointed as provided for above in this Section; provided, further that such Lenders and the Issuing Bank so acting directly shall be and be deemed to be protected by all indemnities and other provisions herein for the benefit and protection of the Administrative Agent as if each such Lender or Issuing Bank were itself the Administrative Agent. 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 the rights, powers, privileges and duties of the current Administrative Agent, and the current Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. Any resignation by an the Administrative Agent shall also constitute the resignation as the Issuing Bank and as the Swingline Lender by the Lender then acting as the Administrative Agent (the “Resigning Lender”). Upon the acceptance of a successor’s appointment as the Administrative Agent hereunder, such successor shall succeed to and become vested with all of hereunder (i) the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent Resigning Lender shall be discharged from all of its duties and obligations hereunder or under of the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by Issuing Bank and the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation Swingline Lender hereunder and under the other Loan DocumentsDocuments and (ii) the successor Issuing Bank shall issue letters of credit in substitution for all Letters of Credit issued by the Resigning Lender as Issuing Bank outstanding at the time of such succession (which letters of credit issued in substitution shall be deemed to be Letters of Credit issued hereunder) or make other arrangements satisfactory to the Resigning Lender to effectively assume the obligations of the Resigning Lender with respect to such Letters of Credit. After any the Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Section 9 and Section 10.5 Article XII shall continue in effect for the to inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents. Notwithstanding anything contained herein to the contrary, the Administrative Agent may assign its rights and duties under the Loan Documents to any of them while its Affiliates by giving the retiring Administrative Agent was acting as Administrative Agent. Any resignation by Bank of America as Administrative Agent pursuant to this Section 9.9 shall also constitute its resignation as Issuing Borrower and each Lender and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Creditprior written notice.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ at any time give notice of its resignation to the Lenders, the Issuing Lender Lenders and the BorrowerBorrowers. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrowerconsent of the Borrowers (provided that no consent shall be necessary during the continuance of an Event of Default), , to appoint a successor, which shall be a bank with an office in the United StatesCommonwealth of Massachusetts or the State of New York, or an Affiliate of any such bank with an office in the United StatesCommonwealth of Massachusetts or the State of New York. If no such successor shall have been so appointed by the Required Lenders (other than during the continuance of an Event of Default, with the consent of the Borrowers), and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Administrative Agent meeting the qualifications set forth above; provided that that, if the retiring Administrative Agent shall notify the Borrower Borrowers and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be 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 Lenders or the Issuing Lender Secured Parties under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointedappointed and such collateral security is assigned to such successor Administrative Agent) and (2) 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 and the Issuing Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Sectionparagraph. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Sectionparagraph), other than liabilities for actions that the Administrative Agent has taken prior to the date of such resignation. The fees payable by the Borrower Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Borrowers and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section 9 and Section 10.5 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as the Administrative Agent. Any resignation by Bank of America as Administrative Agent pursuant to this Section 9.9 shall also constitute its resignation as Issuing Lender and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent at any time upon not less than 30 days’ notice to the Lenders, the Issuing Lender each LC Issuer and the Borrower. If the Administrative Agent shall resign Any resignation by Santander as Administrative Agent under pursuant to this Agreement and the other Loan Documents, then upon Section 9.11 shall also constitute its resignation as LC Issuer. Upon receipt of any such notice of resignation, 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. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the Issuing Lendereach LC Issuer, appoint a successor Administrative Agent meeting the qualifications set forth aboveAgent; provided provided, however, that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such successor is willing to accept such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1i) 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 on behalf of the Lenders or the Issuing Lender any LC Issuer under any of the Loan Documents, the retiring Administrative Agent shall continue to hold 107 such collateral security until such time as a successor Administrative Agent is appointed) and (2ii) 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 and the Issuing Lender LC Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Sectionparagraph. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Sectionparagraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section 9 Article and Section 10.5 11.02 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent. Any resignation by Bank of America as Administrative Agent pursuant to this Section 9.9 shall also constitute its resignation as Issuing Lender and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ at any time give notice of its resignation to the Lenders, the Issuing Lender Lenders and the BorrowerBorrowers. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the BorrowerBorrowers, to appoint a successor, which shall be a bank with an office in the United StatesCommonwealth of Massachusetts, or an Affiliate of any such bank with an office in the United StatesCommonwealth of Massachusetts. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Administrative Agent meeting the qualifications set forth above; provided that that, if the retiring Administrative Agent shall notify the Borrower Borrowers and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be 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 Lenders or the Issuing Lender Secured Parties under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointedappointed and such collateral security is assigned to such successor Administrative Agent) and (2) 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 and the Issuing Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Sectionparagraph. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Sectionparagraph). The fees payable by the Borrower Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Borrowers and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section 9 and Section 10.5 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as the Administrative Agent. Any resignation by Bank of America as Administrative Agent pursuant to this Section 9.9 shall also constitute its resignation as Issuing Lender and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ at any time give notice of its resignation to the Lenders, the Issuing Lender and the BorrowerBorrowers. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with approval from the BorrowerBorrowers (so long as no Event of Default has occurred and is continuing), to appoint a successor, which shall such approval not to be a bank with an office in the United States, unreasonably withheld or an Affiliate of any such bank with an office in the United Statesdelayed. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the Issuing Lender, appoint a successor Administrative Agent meeting with, if no Event of Default is occurring, the qualifications set forth aboveapproval of the Company in its reasonable discretion without unreasonable delay; provided that if the Administrative Agent shall notify the Borrower Borrowers and the Lenders that no qualifying Person has accepted such appointmentappointment (or been approved for such appointment pursuant to the terms hereof), then such resignation shall nonetheless become effective in accordance with such notice and (1i) 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 on behalf of the Lenders or the Issuing Lender under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2ii) 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 and the Issuing Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this SectionSection 9.10. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Borrowers and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section 9 and Section 10.5 9.10 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent. Any resignation by Bank of America If PNC resigns as Administrative Agent pursuant to under this Section 9.9 9.10, PNC shall also constitute its resignation resign as an Issuing Lender and Swingline Lender. Upon the acceptance appointment of a successor’s appointment as successor Administrative Agent hereunder, (a) such successor shall shall, to the extent it will be the replacement Issuing Lender, (i) succeed to and become vested with all of the rights, powers, privileges and duties of PNC as the retiring Issuing Lender and Swingline Lender, (b) the retiring Issuing Lender Administrative Agent and Swingline Lender PNC shall be discharged from all of their its respective duties and obligations hereunder or as Issuing Lender and Administrative Agent under the other Loan Documents, and (cii) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of CreditCredit issued by PNC, if any, outstanding at the time of such succession or make other arrangements arrangement satisfactory to the retiring Issuing Lender PNC to effectively assume the obligations of the retiring Issuing Lender PNC with respect to such Letters of Credit.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ at any time give notice of its resignation to the Lenders, the Issuing Lender and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon Upon receipt of any such notice of resignation, the Required Lenders shall have the right, 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 Statesbank. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the Issuing Lender, appoint a successor Administrative Agent meeting the qualifications set forth above; above provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Credit Documents (except that in the case of any collateral security Collateral held by the Administrative Agent on behalf of the Lenders or the Issuing Lender under any of the Loan Credit Documents, the retiring Administrative Agent shall continue to hold such collateral security Collateral until such time as a successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the Issuing Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Sectionparagraph. Upon the acceptance of a successor’s 's appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Credit Documents (if not already discharged therefrom as provided above in this Sectionparagraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s 's resignation hereunder and under the other Loan Credit Documents, the provisions of this Section 9 Article and Section 10.5 9.5 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent. Any resignation by Bank of America as Administrative Agent pursuant to this Section 9.9 shall also constitute its resignation as Issuing Lender and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit.

Successor Administrative Agent. (a) The Administrative Agent may resign as Administrative Agent upon 30 days’ at any time by giving notice thereof to the Lenders, the Issuing Lender Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon receipt of Upon any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Administrative Agent, which subject to approval by the Borrower provided that no Default or Event of Default shall be a bank with an office in the United States, or an Affiliate of any exist at such bank with an office in the United Statestime. If no such successor Administrative Agent shall have been so appointed by the Required Lenders appointed, and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may may, on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Administrative Agent meeting which shall be a commercial bank organized under the qualifications set forth above; provided that if laws of the United States or any state thereof or a bank which maintains an office in the United States. (b) Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor Administrative Agent shall notify xxxxxxxxx succeed to and become vested with all the Borrower rights, powers, privileges and duties of the Lenders that no qualifying Person has accepted such appointmentretiring Administrative Agent, 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 under this Agreement and under the other Loan Documents (except that in Documents. If, within 45 days after written notice is given of the case of any collateral security held by the retiring Administrative Agent’s resignation under this Section 9.7, no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on behalf of such 45th day (i) the Lenders or the Issuing Lender under any of the Loan Documentsretiring Administrative Agent’s resignation shall become effective, (ii) the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor thereupon be discharged from its duties and obligations under the Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through under the Administrative Agent shall instead be made by or to each Lender and the Issuing Lender directly, Loan Documents until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The 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 successorabove. After the any retiring Administrative Agent’s resignation hereunder and under the other Loan Documentshereunder, the provisions of this Section 9 and Section 10.5 Article IX shall continue in effect for the benefit of such retiring Administrative Agent, Agent and its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent. Any resignation by Bank of America as Administrative Agent pursuant to this Section 9.9 shall also constitute its resignation as Issuing Lender and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit.representatives

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent at any time upon not less than 30 days’ days notice to the Lenders, the Issuing Lender each Letter of Credit Issuer and the BorrowerBorrowers. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the BorrowerBorrowers, 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. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Administrative Agent meeting the qualifications set forth above; Agent, provided that if the Administrative Agent shall notify the Borrower Borrowers and the Lenders that no qualifying Person has accepted such successor is willing to accept such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Credit Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Issuing Lender any Letter of Credit Issuer under any of the Loan Credit Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2ii) 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 and the Issuing Lender Bank directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Sectionparagraph. Upon the acceptance of a successor’s 's appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Credit Documents (if not already discharged therefrom as provided above in this Sectionparagraph). The fees payable by the Borrower Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s 's resignation hereunder and under the other Loan Credit Documents, the provisions of this Section 9 Article and Section 10.5 12.1 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent. Any resignation by Bank of America as Administrative Agent pursuant to this Section 9.9 shall also constitute its resignation as Issuing Lender and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving 30 days' prior written notice thereof to the other Lender Parties and Multicare on behalf of the Borrowers. The Administrative Agent may be removed by the Required Lenders at any time for cause by such Required Lenders giving 30 days' prior written notice thereof to the Administrative Agent, the other Lender Parties and Multicare on behalf of the Borrowers. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Administrative Agent with (so long as no Default or Event of Default shall have occurred and then be continuing) the consent of Multicare on behalf of the Borrowers whose consent shall not be unreasonably withheld. If no successor Administrative Agent shall have been so appointed and consented to, and shall have accepted such appointment, within 30 days after such notice of resignation or removal, then the retiring Administrative Agent may (but shall not be required to) appoint a successor Administrative Agent. Each successor Administrative Agent shall be a Lender if any Lender shall at the time be willing to become the successor Administrative Agent, and if no Lender shall then be so willing, then such successor Administrative Agent shall be an Eligible Institution. Upon the acceptance by a successor Administrative Agent of its appointment as Administrative Agent upon 30 days’ notice to the Lendershereunder, the Issuing Lender and the Borrower. If the such successor Administrative Agent shall resign as thereupon succeed to and become vested with all the properties, rights, powers, privileges and duties of the former Administrative Agent in its capacity as such, without further act, deed or conveyance. Upon the effective date of resignation or removal of a retiring Administrative Agent, such Administrative Agent shall be discharged from its duties under this Agreement and the other Loan Documents, then upon receipt of any such notice of resignation, 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. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the Issuing Lender, 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 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 on behalf of the Lenders or the Issuing Lender under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) 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 and the Issuing Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, but the provisions of this Section 9 and Section 10.5 Agreement shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted by it while it was Administrative Agent under this Agreement. If and so long as no successor Administrative Agent shall have been appointed, then any notice or other communication required or permitted to be taken given by any of them while the retiring Administrative Agent was acting as Administrative Agent. Any resignation shall be sufficiently given if given by Bank of America as the Required Lenders, all notices or other communications required or permitted to be given to the Administrative Agent pursuant shall be given to this Section 9.9 shall also constitute its resignation as Issuing Lender each Lender, and Swingline Lender. Upon all payments to be made to the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory made directly to the retiring Issuing Loan Party or Lender to effectively assume the obligations of the retiring Issuing Lender with respect to Party for whose account such Letters of Creditpayment is made.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ at any time give notice of its resignation to the Lenders, the Issuing Lender Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrowerconsent of the Borrower (unless an Event of Default has occurred which has not been waived in writing by the Administrative Agent, such consent not to be unreasonably withheld, conditioned or delayed), 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. If no such successor shall have been so appointed by the Required Lenders with consent of Borrower (if applicable as provided above) and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Administrative Agent meeting the qualifications set forth above; above provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be 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 Lenders or the Issuing Lender under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) 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 and the Issuing Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent with the consent of Borrower (if applicable as provided for above in this Sectionabove). Upon the acceptance of a successor’s appointment as the Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Sectionparagraph). 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. The predecessor Administrative Agent shall pay to the successor the pro rata portion of any annual administration fee paid in advance by the Borrower for the portion of the year between the time of the successor Administrative Agent’s acceptance of its appointment as the Administrative Agent and the following anniversary date of this Agreement. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section 9 Article and Section 10.5 14.2 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-sub agents and their respective Related Parties Affiliates in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as the Administrative Agent. Any resignation by Bank of America as Administrative Agent pursuant to this Section 9.9 shall also constitute its resignation as Issuing Lender and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ by giving thirty (30) days prior written notice thereof to Lenders and Borrower and may be removed at any time with or without cause by the Lenders, the Issuing Lender and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then Requisite Lenders upon receipt of written notice from the Requisite Lenders to such effect. Upon receipt of notice of any such notice of resignationresignation or removal, the Required Requisite Lenders shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Administrative Agent with, which shall be if no Event of Default has occurred and is continuing and such successor Administrative Agent is not a bank with an office in the United States, Lender or an Affiliate Approved Fund, the consent of Borrower (provided that Borrower hereby consents to any such bank with an office in Lender as of the United StatesClosing Date serving as Administrative Agent). If no such successor Administrative Agent shall have been so appointed by the Required Requisite Lenders with the consent of Borrower, if applicable, and shall have accepted such appointment appointment, within 30 thirty (30) days after the retiring Administrative Agent gives Agent’s giving of notice of its resignationresignation or the Requisite Lenders’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may may, on behalf of the Lenders and the Issuing LenderBorrower, appoint a successor Administrative Agent meeting Agent, which shall be, in the qualifications set forth abovecase of a successor agent, a Lender, an Approved Fund or a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000.00; provided that that, if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1a) 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 on behalf of the Lenders or the Issuing Lender under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2b) all payments, communications and determinations provided to be made by, to or through the retiring Administrative Agent shall instead be made by or to each Lender and the Issuing Lender directly, until such time as the Required Requisite Lenders appoint a successor Administrative Agent Agent, as provided for above in this Sectionparagraph. Upon the acceptance of a successor’s any appointment as the Administrative Agent hereunderby a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges privileges, and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under this Agreement and 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 successorDocuments. After the any retiring Administrative Agent’s resignation or removal hereunder and under as the other Loan DocumentsAdministrative Agent, the provisions of this Article VIII, Section 9 10.4, Section 10.12, Section 10.14 and Section 10.5 10.15 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as Administrative Agentunder this Agreement and the other Loan Documents. Any resignation by Bank of America as Notwithstanding any other provisions set forth herein, any Person into which the Administrative Agent pursuant may be converted or merged, or with which it may be consolidated, or to this Section 9.9 which it may sell or transfer its corporate trust assets as a whole or substantially as a whole, or any Person resulting from any such conversion, merger, consolidation, sale or transfer to which the Administrative Agent is a party, shall also constitute its resignation (provided it is otherwise qualified to serve as Issuing Lender and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to be and become a successor Administrative Agent hereunder and be vested with all of the rightstitle to the Collateral and all of the trusts, powers, privileges and duties of the retiring Issuing Lender and Swingline Lenderdiscretions, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective immunities, privileges, estates, properties, rights, duties and obligations hereunder as was its predecessor without the execution or under filing of any instrument or any further act, deed or conveyance on the part of any of the parties hereto or any other Loan DocumentsPerson, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory anything herein to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Creditcontrary notwithstanding.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ at any time give notice of its resignation to the Lenders, the Issuing Lender L/C Issuer and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with and, if such appointment is prior to the occurrence and continuation of an Event of Default, with the prior approval of, the Borrower, such approval not to be unreasonably withheld or delayed, to appoint a successor, which 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 shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may may, at the direction and with the consent of the Borrower, on behalf of the Lenders and the Issuing LenderL/C Issuer, appoint a successor Administrative Agent meeting the qualifications set forth above; provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be 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 Lenders or the Issuing Lender L/C Issuer under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) 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 and the Issuing Lender L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section 9 and Section 10.5 15.9 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent. Any resignation by Bank of America KeyBank as Administrative Agent pursuant to this Section 9.9 shall also constitute its resignation as Issuing Lender L/C Issuer and Swingline Swing Line Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender L/C Issuer and Swingline Swing Line Lender, (b) the retiring Issuing Lender L/C Issuer and Swingline Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender L/C Issuer to effectively assume the obligations of the retiring Issuing Lender L/C Issuer with respect to such Letters of Credit.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ at any time give notice of its resignation to the Lenders, the Issuing Lender and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon Upon receipt of any such notice of resignation, the Required Lenders shall have the right, 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 Statesbank. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the Issuing Lender, 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 such resignation shall nonetheless become effective in accordance with such notice and (1a) 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 Collateral held by the Administrative Agent on behalf of the Lenders or the Issuing Lender under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security Collateral until such time as a successor Administrative Agent is appointed) and (2b) all payments, communications and determinations provided to be made by, to or through the 57 Administrative Agent shall instead be made by or to each Lender and the Issuing Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this SectionSection 12.9. Upon the acceptance of a successor’s 's appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this SectionSection 12.9). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s 's resignation hereunder and under the other Loan Documents, the provisions of this Section 9 and Section 10.5 13.13 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent. Any resignation by First Tennessee Bank of America National Association, as Administrative Agent Agent, pursuant to this Section 9.9 12 shall also constitute its resignation as Issuing Lender and Swingline Lender. Upon the acceptance of a successor’s 's appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, ; (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective its duties and obligations hereunder or and under the other Loan Documents, ; and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ at any time give notice of its resignation to the Lenders, the Issuing Lender and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon Upon receipt of any such notice of resignation, the Required Lenders shall have the right, 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 Statesbank. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the Issuing Lender, appoint a successor Administrative Agent meeting the qualifications set forth above; above provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Credit Documents (except that in the case of any collateral security Collateral held by the Administrative Agent on behalf of the Lenders or the Issuing Lender under any of the Loan Credit Documents, the retiring Administrative Agent shall continue to hold such collateral security Collateral until such time as a successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the Issuing Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Sectionparagraph. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Credit Documents (if not already discharged therefrom as provided above in this Sectionparagraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Credit Documents, the provisions of this Section 9 Article and Section 10.5 9.5 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent. 129 Any resignation by Bank of America Xxxxx Fargo, as Administrative Agent pursuant to this Section 9.9 Section, shall also constitute its resignation as Issuing Lender and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Credit Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ at any time give notice of its resignation to the Lenders, the Issuing Lender and the BorrowerBorrowers. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrowerconsent of the Borrowers, 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. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the Issuing Lender, appoint a successor Administrative Agent meeting the qualifications set forth above; above provided that if the Administrative Agent shall notify the Borrower Borrowers and the Lenders that no qualifying Person has accepted such appointmentappointment within forty-five (45) days after the notice of resignation, then such resignation shall nonetheless become effective in accordance with such notice and (1a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Credit Documents (except that in the case of any collateral security Collateral held by the Administrative Agent on behalf of the Lenders or the Issuing Lender under any of the Loan Credit Documents, the retiring Administrative Agent shall continue to hold such collateral security Collateral for the benefit of the Lenders until such time as a successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the Issuing Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Sectionparagraph. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Credit Documents (if not already discharged therefrom as provided above in this Sectionparagraph). The fees payable by the Borrower Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Borrowers and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Credit Documents, the provisions of this Section 9 Article and Section 10.5 9.5 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent. Any resignation by Bank of America as Administrative Agent pursuant to this Section 9.9 shall also constitute its resignation as Issuing Lender and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ at any time by giving written notice thereof to the Lenders, the Issuing Lender Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon receipt of Upon any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, right to appoint a successor, which shall be a bank with an office in successor Administrative Agent from among the United States, or an Affiliate of any such bank with an office in the United StatesLenders. If no such successor Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent’s giving of notice of its resignation, then the retiring Administrative Agent may may, on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Administrative Agent meeting Agent, which with the qualifications set forth aboveconsent of the Borrower, which will not be unreasonably withheld, shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000; provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Fundamental Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Issuing Lender under any of the Loan Fundamental Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the Issuing Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s any appointment as Administrative Agent hereunderhereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder 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 successorAgreement. After the any retiring Administrative Agent’s resignation hereunder and under the other Loan Documentsas Administrative Agent, the provisions of this Section 9 and Section 10.5 8 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was Administrative Agent was acting as Administrative Agent. Any resignation by Bank of America as Administrative Agent pursuant to under this Section 9.9 shall also constitute its resignation as Issuing Lender and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of CreditAgreement.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ at any time give notice of its resignation to the Lenders, the Issuing Lender Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in the United StatesState of New York, or an Affiliate of any such commercial bank with an office in the United StatesState of New York. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Administrative Agent meeting the qualifications set forth above; provided that that, if the retiring Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that that, in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Issuing Lender Secured Parties under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointedappointed and such collateral security is assigned to such successor Administrative Agent) and (2) 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 and the Issuing Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Sectionparagraph. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Sectionparagraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section 9 and Section 10.5 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as the Administrative Agent. Any resignation by Bank of America as Administrative Agent pursuant to this Section 9.9 shall also constitute its resignation as Issuing Lender and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit.

Successor Administrative Agent. (a) The Administrative Agent may (i) resign as Administrative Agent at any time or (ii) be replaced at any time upon 30 the agreement of the Requisite Lenders, in each case by giving at least thirty (30) days’ prior written notice thereof to the Lenders, the Issuing Lender Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon receipt of Upon any such notice of resignationresignation or replacement, the Required Requisite Lenders shall have the right, in consultation with upon five (5) Business Days’ notice to the Borrower, to appoint a successorsuccessor Administrative Agent, which successor shall be a bank with an office in reasonably acceptable to and approved by the United States, or an Affiliate of Borrower; provided that the Borrower shall not have any such bank with approval right if an office in the United StatesEvent of Default has occurred and is continuing at such time. If no such successor shall have been so appointed by the Required Requisite Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf Agent’s resignation shall nevertheless thereupon become effective and the Requisite Lenders shall perform all of the duties of Administrative Agent, as applicable, hereunder until such time, if any, as the Requisite Lenders and the Issuing Lender, appoint a successor Administrative Agent meeting as provided for above. In such case, the qualifications set forth above; Requisite Lenders shall appoint one Person to act as Administrative Agent for purposes of any communications with the Borrower, and until the Borrower shall have been notified in writing of such Person and such Person’s notice address as provided for in Section 10.1, the Borrower shall be entitled to give and receive communications to/from the resigning Administrative Agent. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent and the payment of the outstanding fees and expenses of the resigning Administrative Agent, that if the successor Administrative Agent shall notify thereupon succeed to and become vested with all the Borrower rights, powers, privileges and duties of the retiring Administrative Agent and the Lenders that no qualifying Person has accepted resigning Administrative Agent shall promptly (i) transfer to such appointmentsuccessor Administrative Agent all sums, then such resignation shall nonetheless become effective Capital Stock and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in accordance connection with such notice the performance of the duties of the successor Administrative Agent under the Loan Documents, and (1ii) execute and deliver to such successor Administrative Agent such amendments to financing statements, and take such other actions, as may be reasonably requested in connection with the assignment to such successor Administrative Agent of the security interests created under the Collateral Documents (the reasonable out-of-pocket expenses of which shall be borne by the Borrower), whereupon such 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 on behalf of the Lenders or the Issuing Lender under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) 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 and the Issuing Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring any resigning Administrative Agent’s resignation hereunder and under the other Loan Documentsas Administrative Agent, the provisions of this Section 9 and Section 10.5 9.7 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring Administrative Agent it was acting as Administrative Agent. Any resignation by Bank of America as Administrative Agent pursuant to this Section 9.9 shall also constitute its resignation as Issuing Lender and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit.

Successor Administrative Agent. The Administrative Agent may (a) resign at any time as Administrative Agent under the Loan Documents by giving written notice thereof to the Lenders and the Borrower or (b) be removed as Administrative Agent by all of the Lenders (excluding the Lender then acting as Administrative Agent) and the Borrower upon 30 days’ prior written notice to the Lenders, the Issuing Lender and the Borrower. If if the Administrative Agent shall resign as Administrative Agent under this Agreement and is found by a court of competent jurisdiction in a final, non-appealable judgment to have committed gross negligence or willful misconduct in the other Loan Documents, then upon receipt course of performing its duties hereunder. Upon any such notice of resignationresignation or removal, the Required Requisite Lenders shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Administrative Agent which appointment shall, provided no Default or Event of Default exists, be subject to the Borrower’s approval, which approval shall not be unreasonably withheld or delayed (except that the Borrower shall, in all events, be deemed to have approved each Lender and any of its Affiliates as a successor Administrative Agent). If no successor Administrative Agent shall have been so appointed in accordance with the immediately preceding sentence, and shall have accepted such appointment, within 30 days after the current Administrative Agent’s giving of notice of resignation or giving of notice of removal of the Administrative Agent, then the current Administrative Agent may, on behalf of the Lenders, 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. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the Issuing Lender, appoint a successor Administrative Agent meeting the qualifications set forth aboveif any Lender shall be willing to serve, and otherwise shall be an Eligible Assignee; provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person Lender 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 (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Issuing Lender under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) 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 and the Issuing Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent has been appointed as provided for above in this Section; provided, further that such Lenders so acting directly shall be and be deemed to be protected by all indemnities and other provisions herein for the benefit and protection of the Administrative Agent as if each such Lender were itself the Administrative Agent. Upon the acceptance of a successor’s any appointment as Administrative Agent hereunderhereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) current Administrative Agent, and the retiring current Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorDocuments. After the retiring any Administrative Agent’s resignation hereunder and under the other Loan Documentsas Administrative Agent, the provisions of this Section 9 and Section 10.5 Article XI shall continue in effect for the to inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by it while it was Administrative Agent under the Loan Documents. Notwithstanding anything contained herein to the contrary, the Administrative Agent may assign its rights and duties under the Loan Documents to any of them while its Affiliates by giving the retiring Administrative Agent was acting as Administrative Agent. Any resignation by Bank of America as Administrative Agent pursuant to this Section 9.9 shall also constitute its resignation as Issuing Borrower and each Lender and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Creditprior written notice.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent at any time upon not less than 30 days’ written notice to the Lenders, the Issuing Lender each LC Issuer and the Parent Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with subject to the consent of the Parent Borrower (which consent shall not be unreasonably withheld or delayed, provided that the Parent Borrower’s consent shall not be required if a Specified Event of Default then exists), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate written notice to all other Lenders of any such bank with an office in the United Statesappointment. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the Issuing Lendereach LC Issuer, appoint a successor Administrative Agent meeting the qualifications set forth aboveAgent; provided provided, however, that if the Administrative Agent shall notify the Parent Borrower and the Lenders that no qualifying Person such successor which has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1i) 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 on behalf of the Lenders or the Issuing Lender any LC Issuer under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2ii) 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 and the Issuing Lender LC Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Sectionparagraph. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Sectionparagraph). The fees payable by the Parent Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Parent Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section 9 Article IX and Section 10.5 11.02 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent. Any resignation by Bank For the avoidance of America as doubt, (i) the Parent Borrower shall not be obligated to pay any out-of-pocket legal or other expenses of the retiring Administrative Agent pursuant to this Section 9.9 shall also constitute 11.01 in connection with or related to the resignation of such Table of Contents retiring Administrative Agent and (ii) notwithstanding anything in the Fee Letter or other written agreement to the contrary, any fee or fees paid to the retiring Administrative Agent for its resignation as Issuing Lender and Swingline Lender. Upon the acceptance of a successor’s appointment duties as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all which were paid for period following the date of the rights, powers, privileges and duties of which the retiring Issuing Lender and Swingline Lender, (b) Administrative Agent has provided written notice to the retiring Issuing Lender and Swingline Lender Parent Borrower shall be discharged from all of their respective duties refunded to the Parent Borrower and obligations hereunder or under such refund shall be a condition to the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time resignation of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of CreditAdministrative Agent.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ at any time give notice of its resignation to the Lenders, the Issuing Lender and the BorrowerBorrowers. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with approval from the BorrowerBorrowers (so long as no Event of Default has occurred and is continuing), to appoint a successor, which shall such approval not to be a bank with an office in the United States, unreasonably withheld or an Affiliate of any such bank with an office in the United Statesdelayed. If no such successor shall have been so appointed by the Required Lenders Xxxxxxx and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the Issuing LenderXxxxxx, appoint a successor Administrative Agent meeting with, if no Event of Default is occurring, the qualifications set forth aboveapproval of the Company in its reasonable 161 discretion without unreasonable delay; provided that if the Administrative Agent shall notify the Borrower Borrowers and the Lenders that no qualifying Person has accepted such appointmentappointment (or been approved for such appointment pursuant to the terms hereof), then such resignation shall nonetheless become effective in accordance with such notice and (1i) 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 on behalf of the Lenders or the Issuing Lender under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2ii) 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 and the Issuing Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this SectionSection 9.10. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Borrowers and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section 9 and Section 10.5 9.10 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent. Any To the extent the retiring or removed Administrative Agent is holding cash, deposit account balances or other credit support as collateral for cash collateralized Letters of Credit, the retiring or removed Administrative Agent shall at or reasonably promptly following the time at which its resignation by Bank of America or removal becomes effective, cause such collateral to be transferred to the successor Administrative Agent or, if no successor Administrative Agent has been appointed and accepted such appointment, to the respective Issuing Banks ratably. If PNC resigns as Administrative Agent pursuant to under this Section 9.9 9.10, PNC shall also constitute its resignation resign as an Issuing Lender and Swingline LenderXxxxxx. Upon the acceptance appointment of a successor’s appointment as successor Administrative Agent hereunder, (a) such successor shall shall, to the extent it will be the replacement Issuing Lender, (i) succeed to and become vested with all of the rights, powers, privileges and duties of PNC as the retiring Issuing Lender Xxxxxxx Xxxxxx and Swingline Lender, (b) the retiring Issuing Lender Administrative Agent and Swingline Lender PNC shall be discharged from all of their its respective duties and obligations hereunder or as Issuing Lender and Administrative Agent under the other Loan Documents, and (cii) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of CreditCredit issued by PNC, if any, outstanding at the time of such succession or make other arrangements arrangement satisfactory to the retiring Issuing Lender PNC to effectively assume the obligations of the retiring Issuing Lender PNC with respect to such Letters of Credit.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent at any time upon not less than 30 days’ days notice to the Lenders, the Issuing Lender Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon Upon receipt of any such notice of resignation, the Required Lenders shall have the right, 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. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Administrative Agent meeting the qualifications set forth aboveAgent; provided provided, however, that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such successor is willing to accept such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1i) 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 on behalf of the Lenders or the Issuing Lender under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2ii) 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 and the Issuing Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Sectionparagraph. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents Documents, including duties and obligations as the Swing Line Lender (if not already discharged therefrom as provided above in this Sectionparagraph). Any resignation by the Administrative Agent shall also constitute resignation as the Swing Line Lender. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section 9 Article and Section 10.5 11.02 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent. Any resignation by Bank of America as Administrative Agent pursuant to this Section 9.9 shall also constitute its resignation as Issuing Lender and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ at any time give notice of its resignation to the Lenders, the Issuing Lender and the Parent Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with subject to, so long as no Event of Default has occurred and is continuing, prior written approval of the BorrowerParent Borrower (such approval not to be unreasonably withheld), 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 Statesbank. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the Issuing Lender, subject to, so long as no Event of Default has occurred and is continuing, prior written approval of the Parent Borrower (such approval not to be unreasonably withheld), to appoint a successor Administrative Agent meeting the qualifications set forth above; above provided that if the Administrative Agent shall notify the Parent Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Credit Documents (except that in the case of any collateral security Collateral held by the Administrative Agent on behalf of the Lenders or the Issuing Lender under any of the Loan Credit Documents, the retiring Administrative Agent shall continue to hold such collateral security Collateral until such time as a successor Administrative Agent is appointed) and (2b) 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 and the Issuing Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Sectionparagraph. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Credit Documents (if not already discharged therefrom as provided above in this Sectionparagraph). The fees payable by the Borrower Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Credit Documents, the provisions of this Section 9 Article and Section 10.5 9.5 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent. Any resignation by Bank of America as Administrative Agent pursuant to this Section 9.9 shall also constitute its resignation as Issuing Lender and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit.

Successor Administrative Agent. The Administrative Agent may resign at any time as Administrative Agent upon 30 days’ under the Loan Documents by giving written notice thereof to the Lenders, the Issuing Lender Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon receipt of Upon any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Administrative Agent which appointment shall, provided no Default or Event of Default exists, be subject to the Borrower’s approval, which approval shall not be unreasonably withheld or delayed (except that the Borrower shall, in all events, be deemed to have approved each Lender and any of its Affiliates as a bank with an office in the United States, or an Affiliate of any such bank with an office in the United Statessuccessor Administrative Agent). If no such successor Administrative Agent shall have been so appointed by in accordance with the Required Lenders immediately preceding sentence, and shall have accepted such appointment appointment, within 30 days after the retiring current Administrative Agent gives Agent’s giving of notice of its resignation, then the retiring current Administrative Agent may may, on behalf of the Lenders and the Issuing LenderBank, appoint a successor Administrative Agent meeting the qualifications set forth aboveAgent, which shall be a Lender, if any Lender shall be willing to serve, and otherwise shall be an Eligible Assignee; provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person Lender has accepted such appointment, 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 on behalf of the Lenders or the Issuing Lender under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) 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 and the Issuing Lender Bank directly, until such time as the Required Lenders appoint a successor Administrative Agent has been appointed as provided for above in this Section; provided, further that such Lenders and the Issuing Bank so acting directly shall be and be deemed to be protected by all indemnities and other provisions herein for the benefit and protection of the Administrative Agent as if each such Lender or Issuing Bank were itself the Administrative Agent. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the current Administrative Agent, and the current Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. Any resignation by an Administrative Agent shall also constitute the resignation as the Issuing Bank and as the Swingline Lender by the Lender then acting as Administrative Agent (the “Resigning Lender”). Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of hereunder (i) the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent Resigning Lender shall be discharged from all of its duties and obligations hereunder or under of the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by Issuing Bank and the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation Swingline Lender hereunder and under the other Loan DocumentsDocuments and (ii) the successor Issuing Bank shall issue letters of credit in substitution for all Letters of Credit issued by the Resigning Lender as Issuing Bank outstanding at the time of such succession (which letters of credit issued in substitutions shall be deemed to be Letters of Credit issued hereunder) or make other arrangements satisfactory to the Resigning Lender to effectively assume the obligations of the Resigning Lender with respect to such Letters of Credit. After any Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 9 and Section 10.5 Article XII. shall continue in effect for the to inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by it while it was Administrative Agent under the Loan Documents. Notwithstanding anything contained herein to the contrary, the Administrative Agent may assign its rights and duties under the Loan Documents to any of them while its Affiliates by giving the retiring Administrative Agent was acting as Administrative Agent. Any resignation by Bank of America as Administrative Agent pursuant to this Section 9.9 shall also constitute its resignation as Issuing Borrower and each Lender and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Creditprior written notice.

Successor Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent as provided in this clause, the Administrative Agent may resign as Administrative Agent upon 30 days’ give notice of its resignation to the Lenders, the Issuing Lender Bank and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in the United StatesCharlotte, North Carolina or New York, New York, or an Affiliate of any such bank with an office in the United StatesCharlotte, North Carolina or New York, New York. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may may, on behalf of the Lenders and the Issuing LenderBank, appoint a successor Administrative Agent meeting the qualifications set forth above; above provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1a) 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 on behalf of the Lenders or the Issuing Lender Bank under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2b) 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 and the Issuing Lender Bank directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s its appointment as Administrative Agent hereunderhereunder by a successor, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section 9 and Section 10.5 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent. Any resignation by Bank of America as Administrative Agent pursuant to this Section 9.9 shall also constitute its resignation as Issuing Lender and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit.this

Successor Administrative Agent. The Administrative Agent may resign as the Administrative Agent upon 30 thirty (30) days’ notice to the LendersU.S. Borrower and the Lenders (or, if the Administrative Agent has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or has a parent company that has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment, the Issuing Lender Administrative Agent may be removed at any time thereafter by an instrument or concurrent instruments in writing delivered to the Borrowers and the BorrowerAdministrative Agent and signed by the Required Lenders). If the Administrative Agent shall resign (or be removed) as the Administrative Agent under this Agreement and the other Loan Documents, then upon receipt of any such notice of resignation, the Required Lenders shall have appoint from among the rightLenders (unless no Lender is willing to act as the Administrative Agent, in consultation with which case the Borrower, to appoint a successor, which shall Administrative Agent may 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 shall have been so appointed Person approved by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the Issuing Lender, appoint Lenders) a successor Administrative Agent meeting for 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 appointmentLenders, 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 on behalf of the Lenders or the Issuing Lender under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) 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 and the Issuing Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a which successor Administrative Agent shall be approved by the same U.S. Borrower (which approval shall not be unreasonably withheld and shall not be required during the continuance of an Event of Default), whereupon such successor Administrative Agent shall succeed to the rights, powers and duties of the Administrative Agent and the term “Administrative Agent” shall mean such successor Administrative Agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as those payable Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to its predecessor unless otherwise agreed between this Agreement or any holders of the Borrower and such successorLoans or other Obligations. After the any retiring Administrative Agent’s resignation hereunder and under the other Loan Documents(or removal) as Administrative Agent, the provisions of this Section 9 and Section 10.5 10 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was Administrative Agent was acting as Administrative Agentunder this Agreement and the other Loan Documents. Any resignation by Bank of America as If no successor Administrative Agent pursuant to this Section 9.9 shall also constitute its resignation as Issuing Lender and Swingline Lender. Upon the acceptance of a successor’s has accepted appointment as Administrative Agent hereunderby the date which is thirty (30) days following a retiring Administrative Agent’s notice of resignation, (a) such successor the retiring Administrative Agent’s resignation shall succeed to nevertheless thereupon become effective and become vested with the Lenders shall perform all of the rights, powers, privileges and duties of the retiring Issuing Lender such Administrative Agent hereunder and Swingline Lender, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of CreditDocuments until such time, if any, outstanding at as the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit.Required Lenders appoint a successor agent as provided for above. 10.10

Successor Administrative Agent. The Administrative Agent may resign at any time as Administrative Agent under the Credit Documents by giving at least 30 days prior written notice thereof to the Lenders and the Borrower. The Administrative Agent may be removed as Administrative Agent by all of the Lenders (other than the Lender then acting as Administrative Agent) upon 30 days’ prior written notice to the Lenders, the Issuing Lender and the Borrower. If if the Administrative Agent shall resign as Administrative Agent under this Agreement and Agent: (i) is found by a court of competent jurisdiction in a final, non-appealable judgment to have committed gross negligence or willful misconduct in the other Loan Documentscourse of performing its duties hereunder or (ii) has become or is insolvent or has become the subject of a bankruptcy or insolvency proceeding, then upon receipt or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such notice of resignationproceeding or appointment. Upon any such resignation or removal, the Required Lenders shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Administrative Agent which appointment shall, provided no Event of Default exists, be subject to the Borrower’s approval, which approval shall not be unreasonably withheld or delayed; provided that the Borrower shall be a bank with an office in the United States, or an Affiliate of deemed to have consented to any such bank with an office in appointment unless it shall object thereto by written notice to the United StatesAdministrative Agent within five (5) Business Days after receiving notice thereof. If no such successor Administrative Agent shall have been so appointed by in accordance with the Required Lenders immediately preceding sentence, and shall have accepted such appointment appointment, within 30 days after the retiring current Administrative Agent gives Agent’s giving of notice of its resignationresignation or after such removal, then the retiring current Administrative Agent may may, on behalf of the Lenders and the Issuing LenderL/C Issuers, appoint a successor Administrative Agent meeting the qualifications set forth aboveAgent, which shall be a Lender, if any Lender shall be willing to serve, and otherwise shall be an Eligible Assignee; provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person Lender has accepted such appointment, 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 Credit Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Issuing Lender under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) 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 and the Issuing Lender each L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent has been appointed as provided for above in this Section; provided, further that such Lenders and such L/C Issuer so acting directly shall be and be deemed to be protected by all indemnities and other provisions herein for the benefit and protection of the Administrative Agent as if each such Lender and each such L/C Issuer were itself the Administrative Agent. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the current Administrative Agent, and the current Administrative Agent shall be discharged from its duties and obligations under the Credit Documents. Any resignation by an Administrative Agent shall also constitute the resignation as an L/C Issuer and as the Swing Line Lender by the Lender then acting as Administrative Agent (the “Resigning Lender”). Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, hereunder and the retiring Administrative Agent assignment of any Cash Collateral and interest in the Letter of Credit Collateral Account to the successor (i) the Resigning Lender shall be discharged from all of its duties and obligations hereunder or under of an L/C Issuer and 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 the retiring Administrative Agent’s resignation Swing Line Lender hereunder and under the other Loan DocumentsCredit Documents and (ii) the successor L/C Issuer shall issue letters of credit in substitution for all Letters of Credit issued by the Resigning Lender as L/C Issuer outstanding at the time of such succession (which letters of credit issued in substitutions shall be deemed to be Letters of Credit issued hereunder) or make other arrangements satisfactory to the Resigning Lender to effectively assume the obligations of the Resigning Lender with respect to such Letters of Credit. After any Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Section 9 and Section 10.5 Article VIII shall continue in effect for the to inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by it while it was Administrative Agent under the Credit Documents. Notwithstanding anything contained herein to the contrary, the Administrative Agent may assign its rights and duties under the Credit Documents to any of them while its Affiliates by giving the retiring Administrative Agent was acting as Administrative Agent. Any resignation by Bank of America as Administrative Agent pursuant to this Section 9.9 shall also constitute its resignation as Issuing Borrower and each Lender and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Creditprior written notice.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ at any time give notice of its resignation to the Lenders, the Issuing Lender Swing Line Lender, the L/C Issuer and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with and, if such appointment is prior to the occurrence and continuation of an Event of Default, with the prior approval of, the Borrower, such approval not to be unreasonably withheld or delayed, to appoint a successor, which 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 shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may may, at the direction and with the consent of the Borrower, on behalf of the Lenders Lenders, the Swing Line Lender and the Issuing LenderL/C Issuer, appoint a successor Administrative Agent meeting the qualifications set forth above; provided provided, however, that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be 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 Lenders Lenders, the Swing Line Lender or the Issuing Lender L/C Issuer under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) 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, the Swing Line Lender and the Issuing Lender L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s 's appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s 's resignation hereunder and under the other Loan Documents, the provisions of this Section 9 and Section 10.5 15.7 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent. Any resignation by Bank of America Regions as Administrative Agent pursuant to this Section 9.9 shall also constitute its resignation as Issuing the Swing Line Lender and Swingline Lenderthe L/C Issuer. Upon the acceptance of a successor’s 's appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Swing Line Lender and Swingline LenderL/C Issuer, (b) the retiring Issuing Swing Line Lender and Swingline Lender L/C Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender L/C Issuer to effectively assume the obligations of the retiring Issuing Lender L/C Issuer with respect to such Letters of Credit. If at any time Regions ceases to be the Administrative Agent hereunder, Borrower's obligations under Section 7.30 hereof will immediately terminate.

Successor Administrative Agent. The Administrative Agent may resign as as10.9 the Administrative Agent upon 30 thirty (30) days’ notice to the LendersU.S. Borrower and the Lenders (or, if the Administrative Agent has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or has a parent company that has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment, the Issuing Lender Administrative Agent may be removed at any time thereafter by an instrument or concurrent instruments in writing delivered to the Borrowers and the BorrowerAdministrative Agent and signed by the Required Lenders). If the Administrative Agent shall resign (or be removed) as the Administrative Agent under this Agreement and the other Loan Documents, then upon receipt of any such notice of resignation, the Required Lenders shall have appoint from among the rightLenders (unless no Lender is willing to act as the Administrative Agent, in consultation with which case the Borrower, to appoint a successor, which shall Administrative Agent may 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 shall have been so appointed Person approved by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the Issuing Lender, appoint Lenders) a successor Administrative Agent meeting for 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 appointmentLenders, 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 on behalf of the Lenders or the Issuing Lender under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) 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 and the Issuing Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a which successor Administrative Agent shall be approved by the same U.S. Borrower (which approval shall not be unreasonably withheld and shall not be required during the continuance of an Event of Default), whereupon such successor Administrative Agent shall succeed to the rights, powers and duties of the Administrative Agent and the term “Administrative Agent” shall mean such successor Administrative Agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as those payable Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to its predecessor unless otherwise agreed between this Agreement or any holders of the Borrower and such successorLoans or other Obligations. After the any retiring Administrative Agent’s resignation hereunder and under the other Loan Documents(or removal) as Administrative Agent, the provisions of this Section 9 and Section 10.5 10 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was Administrative Agent was acting as Administrative Agentunder this Agreement and the other Loan Documents. Any resignation by Bank of America as If no successor Administrative Agent pursuant to this Section 9.9 shall also constitute its resignation as Issuing Lender and Swingline Lender. Upon the acceptance of a successor’s has accepted appointment as Administrative Agent hereunderby the date which is thirty (30) days following a retiring Administrative Agent’s notice of resignation, (a) such successor the retiring Administrative Agent’s resignation shall succeed to nevertheless thereupon become effective and become vested with the Lenders shall perform all of the rights, powers, privileges and duties of the retiring Issuing Lender such Administrative Agent hereunder and Swingline Lender, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of CreditDocuments until such time, if any, outstanding at as the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit.Required Lenders appoint a successor agent as provided for above. Collateral Matters.10.10

Successor Administrative Agent. (a) The Administrative Agent may resign as Administrative Agent upon 30 at any time by giving sixty (60) days’ (or such shorter period as shall be agreed by the Required Noteholders) prior written notice thereof to the Lenders, the Issuing Lender Noteholders and the BorrowerIssuer. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon receipt of Upon any such notice of resignation, the Required Lenders Noteholders shall have the right, in consultation with upon five (5) Business Days’ notice to the BorrowerIssuer, to appoint a successor, which shall be successor Administrative Agent subject (to the extent that such successor Administrative Agent is not a bank with an office in the United States, Noteholder or an Affiliate of any such bank with an office in Noteholder and so long as no Event of Default has occurred and is continuing) to the United Stateswritten consent of the Issuer (not to be unreasonably withheld, conditioned or delayed). If no such successor shall have been so appointed by the Required Lenders Noteholders and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may may, on behalf of the Lenders and the Issuing Lender, Noteholders appoint a successor Administrative Agent meeting from among the qualifications set forth above; provided that if Noteholders. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall notify thereupon succeed to and become vested with all the Borrower rights, powers, privileges and duties of the retiring Administrative Agent, and the Lenders that no qualifying Person has accepted retiring Administrative Agent shall promptly (i) transfer to such appointmentsuccessor Administrative Agent all sums, then such resignation shall nonetheless become effective securities or equity interests and other items of Collateral in accordance its possession, together with such notice all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Note Documents and (1ii) at the reasonable request for the Issuer or the Required Noteholders, execute and deliver to such successor Administrative Agent such amendments to financing statements (as prepared by the Issuer or the Required Noteholders), and take such other actions as reasonably requested by the Issuer or the Required Noteholders, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent of the security interests created under the Collateral Documents, whereupon such retiring 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 on behalf of the Lenders or the Issuing Lender under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) 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 and the Issuing Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the any retiring Administrative Agent’s resignation hereunder and under the other Loan Documentsas Administrative Agent, the provisions of this Section 9 and Section 10.5 Agreement shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as Administrative Agent. Any resignation by Bank of America as Administrative Agent pursuant to this Section 9.9 shall also constitute its resignation as Issuing Lender and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ to any or all of the Facilities at any time by giving written notice thereof to the Lenders, the Issuing Lender Parties and the BorrowerBorrower and may be removed as to all of the Facilities at any time with or without cause by the Required Lenders. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon receipt of Upon any such notice of resignationresignation or removal, the Required Lenders shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Administrative Agent as to such of the Facilities as to which the Administrative Agent has resigned or been removed; provided that, which so long as no Default shall have occurred and be a bank with an office in continuing, the United States, or an Affiliate of Borrower shall have the right to consent to any such bank with an office in successor Administrative Agent, such consent not to be unreasonably withheld and to be deemed to have been given if the United StatesBorrower does not object to the proposed successor Administrative Agent within five Business Days after receiving notice thereof. If no such successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving of notice of its resignationresignation or the Required Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may may, on behalf of the Lenders and the Issuing Lenderother Finance Parties, appoint a successor Administrative Agent meeting Agent, which shall be a commercial bank organized under the qualifications set forth above; provided that if laws of the United States of America or of any state thereof and having a combined capital and surplus of at least $500,000,000. If within 45 days after written notice is given of the retiring Administrative Agent's resignation or removal as to any or all of the Facilities under this Section 7.06 no successor Administrative Agent shall notify the Borrower have been appointed and the Lenders that no qualifying Person has shall have accepted such appointment, then on such 45th day (a) the retiring Administrative Agent's resignation or removal shall nonetheless become effective in accordance with as to such notice of the Facilities as to which the Administrative Agent has resigned or been removed, (b) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations as to such Facilities under the Loan Documents and (1c) the Required Lenders shall thereafter perform all duties and obligations of the retiring Administrative Agent as to such Facilities under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above in this Section 7.06. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent as to all of the Facilities, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations 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 Lenders or the Issuing Lender under any of the Loan Documents, . Upon the retiring acceptance of any appointment as Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made hereunder by or to each Lender and the Issuing Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon to less than all of the acceptance of a successor’s appointment as Administrative Agent hereunderFacilities, such successor Administrative Agent shall succeed to and become vested with all of the rights, powers, discretion, privileges and duties of the retiring Administrative Agent as to such Facilities, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facilities, issuances of Letters of Credit (or retirednotwithstanding any resignation as Administrative Agent with respect to the Letter of Credit Facility) Administrative Agentand payments by the Borrower in respect of such Facilities, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Administrative Agent shall be the same such Facilities, other than as those payable to its predecessor unless otherwise agreed between the Borrower and such successoraforesaid. After the any retiring Administrative Agent’s 's resignation or removal hereunder and under as Administrative Agent as to all of the other Loan DocumentsFacilities shall become effective, the provisions of this Section 9 and Section 10.5 Article VII shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by it while it was Administrative Agent as to any of them while the retiring Administrative Agent was acting as Administrative Agent. Any resignation by Bank of America as Administrative Agent pursuant to Facilities under this Section 9.9 shall also constitute its resignation as Issuing Lender and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of CreditAgreement.

Successor Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent as provided below, the Administrative Agent may resign as Administrative Agent upon 30 days’ notice to at any time by notifying the Lenders, the Issuing Lender Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon receipt of Upon any such notice of resignation, the Required Lenders shall have the right, in consultation with right to appoint a successor (such successor to be approved by the Borrower, such approval not to appoint a successorbe unreasonably withheld or delayed; provided, which however, if an Event of Default shall exist at such time, no approval of the Borrower shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United Statesrequired). If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may may, on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Administrative Agent meeting which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. If no successor Administrative Agent has been appointed pursuant to the qualifications set forth above; provided that if immediately preceding sentence by the 30th day after the date such notice of resignation was given by the Administrative Agent, the Administrative Agent’s resignation shall become effective and the Required Lenders shall thereafter perform all the duties of the Administrative Agent shall notify hereunder and/or under any other Loan Document until such time, if any, as the Required Xxxxxxx appoint a successor Administrative Agent. If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and such Person, remove such Person as Administrative Agent and appoint a successor (such successor to be approved by the Borrower, such approval not to be unreasonably withheld or delayed; provided, however, if an Event of Default shall exist at such time, no approval of the Borrower shall be required). If no such successor shall have been so appointed by the Required Lenders that no qualifying Person has and shall have accepted such appointmentappointment within 30 days (or such earlier day as shall be agreed by the Required Lenders), then such resignation removal shall nonetheless become effective in accordance with such notice on such date. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and (1) 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 and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Issuing Lender under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) 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 and the Issuing Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documentshereunder, the provisions of this Section 9 Article and Section 10.5 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent. Any resignation by Bank of America as Administrative Agent pursuant to this Section 9.9 shall also constitute its resignation as Issuing Lender and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ at any time give notice of its resignation to the Lenders, the Issuing Lender Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon Upon receipt of any such notice of resignation, the Required Lenders shall have the right, 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 Statesbank. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Administrative Agent meeting the qualifications set forth above; above provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Credit Documents (except that in the case of any collateral security Collateral held by the Administrative Agent on behalf of the Lenders or the Issuing Lender under any of the Loan Credit Documents, the retiring Administrative Agent shall continue to hold such collateral security Collateral until such time as a successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the Issuing Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Sectionparagraph. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Credit Documents (if not already discharged therefrom as provided above in this Sectionparagraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Credit Documents, the provisions of this Section 9 Article and Section 10.5 9.5 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent. Any resignation by Bank of America as Administrative Agent pursuant to this Section 9.9 shall also constitute its resignation as Issuing Lender and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ at any time give notice of its resignation to the Lenders, the Issuing Lender Lenders and the BorrowerCompany. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with (so long as no Event of Default has occurred and is continuing) the Borrowerconsent of the Company (such consent not to be unreasonably withheld or delayed), to appoint a successor, which shall be a bank with an office in the United StatesNew York, New York, or an Affiliate of any such bank with an office in the United StatesNew York, New York. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders Lenders, with (so long as no Event of Default has occurred and is continuing) the Issuing Lenderconsent of the Company (such consent not to be unreasonably withheld or delayed), appoint a successor Administrative Agent meeting the qualifications set forth above; , provided that if the Administrative Agent shall notify the Borrower Company and the Lenders that no qualifying Person has accepted such appointment, or the Company shall have withheld its consent to the appointment of a successor Administrative Agent, then such resignation shall nonetheless become effective in accordance with such notice and (1a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Credit Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Issuing Lender under any of the Loan Credit Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointedappointed and such collateral security is assigned to such successor Administrative Agent) and (2b) 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 and the Issuing Lender directly, until such time as the Required Lenders appoint (or the Administrative Agent, on behalf of the Lenders appoints) a successor Administrative Agent as provided for above in this Sectionparagraph (provided that the retiring Administrative Agent may elect to receive and distribute payments as paying agent for the Lenders (in such capacity, the "Paying Agent") until such time as a successor Administrative Agent is so appointed). Upon the acceptance of a successor’s 's appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Credit Documents (if not already discharged therefrom as provided above in this Sectionparagraph). The fees payable by the Borrower Company to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Company and such successor. After the retiring Administrative Agent’s 's resignation hereunder and under the other Loan Credit Documents, the provisions of this Section 9 11 and Section 10.5 subsection 12.5 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties officers, directors, employees, agents, attorneys-in-fact or Affiliates in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent or as Paying Agent. Any resignation by Bank of America as Administrative Agent pursuant to this Section 9.9 shall also constitute its resignation as Issuing Lender and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ at any time give notice of its resignation to the Lenders, the Issuing Lender Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrowerprior written consent of the Borrower if no Event of Default then exists (which consent shall not be unreasonably withheld or delayed), 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. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Administrative Agent meeting the qualifications set forth above; above provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Credit Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Issuing Lender under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2b) 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 and the Issuing Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Sectionparagraph. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Credit Documents (if not already discharged therefrom as provided above in this Sectionparagraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Credit Documents, the provisions of this Section 9 Article and Section 10.5 9.5 shall continue in effect for the 108 benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent. Any resignation by Bank of America Jefferies, as Administrative Agent pursuant to this Section 9.9 shall also constitute its resignation as Issuing Lender Revolving Lender, LC Issuer and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender Revolving Lender, LC Issuer and Swingline Lender, and (b) the retiring Issuing Lender Revolving Lender, LC Issuer and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Credit Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent at any time upon not less than 30 days’ days notice to the Lenders, the Issuing Lender LC Issuers and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon Upon receipt of any such notice of resignation, the Required Lenders shall have the right, 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. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the Issuing LenderLC Issuers, appoint a successor Administrative Agent meeting the qualifications set forth aboveAgent; provided provided, however, that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such successor is willing to accept such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1i) 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 on behalf of the Lenders or the Issuing Lender LC Issuers under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2ii) 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 and the Issuing Lender each LC Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Sectionparagraph. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Sectionparagraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section 9 Article and Section 10.5 ‎Section 11.02 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent. Any resignation by Bank of America as Administrative Agent pursuant to this Section 9.9 shall also constitute its resignation as Issuing Lender and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ at any time by giving written notice thereof to the Lenders, the Issuing Lender Lenders and the Borrower. If Borrower and may be removed at any time with or without cause by the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then Majority Lenders upon receipt of written notice from the Majority Lenders to such effect. Upon receipt of notice of any such notice of resignationresignation or removal, the Required Majority Lenders shall have the rightright to appoint a successor Administrative Agent with, in consultation with if any Event of Default has not occurred and is not continuing, the consent of the Borrower, to appoint a successor, which consent shall not be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United Statesunreasonably withheld. If no such successor Administrative Agent shall have been so appointed by the Required Majority Lenders with the consent of the Borrower, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent’s giving of notice of its resignation, resignation or the Majority Lenders’ removal of the retiring Administrative Agent then the retiring Administrative Agent may may, on behalf of the Lenders and the Issuing LenderBorrower, appoint a successor Administrative Agent meeting Agent, which shall be, in the qualifications set forth abovecase of a successor agent, a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000.00; provided that that, if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be 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 Lenders or the Issuing Lender under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the retiring Administrative Agent shall instead be made by or to each Lender and the Issuing Lender directly, until such time as the Required Majority Lenders appoint a successor Administrative Agent as provided for above in this Sectionparagraph. Upon the acceptance of a successor’s any appointment as Administrative Agent hereunderby a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges privileges, and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under this Agreement and 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 successorDocuments. After the any retiring Administrative Agent’s resignation or removal hereunder and under the other Loan Documentsas Administrative Agent, the provisions of this Section 9 and Section 10.5 Article VIII shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was Administrative Agent was acting as Administrative Agent. Any resignation by Bank of America as Administrative Agent pursuant to under this Section 9.9 shall also constitute its resignation as Issuing Lender Agreement and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit.

Successor Administrative Agent. The Administrative Agent may will have the right to resign as at any time by giving prior written notice thereof to Lenders and Borrower. Administrative Agent upon 30 days’ notice will have the right to the Lenders, the Issuing Lender and the Borrower. If the Administrative Agent shall resign appoint a financial institution that is an Eligible Assignee to act as Administrative Agent under this Agreement Agreement, subject to the reasonable satisfaction of Borrower and the Requisite Lenders, and Administrative Agent’s resignation will become effective on the earliest of (i) 30 days after delivery of the notice of resignation (regardless of whether a successor has been appointed or not), (ii) the acceptance of such successor Administrative Agent by Borrower and the Requisite Lenders or (iii) such other Loan Documentsdate, then upon receipt of if any, agreed to by the Requisite Lenders. Upon any such notice of resignation, if a successor Administrative Agent has not already been appointed by the Required retiring Administrative Agent, Requisite Lenders shall will have the right, in consultation with the upon five (5) Business Days’ notice to 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 Statessuccessor Administrative Agent. If no such successor shall have been so appointed by the Required neither Requisite Lenders and shall have accepted such appointment within 30 days after the retiring nor Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the Issuing Lender, appoint have appointed a successor Administrative Agent meeting the qualifications set forth above; provided that if the Administrative Agent shall notify the Borrower and the Agent, Requisite Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall will 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 Lenders or the Issuing Lender under any of the Loan Documents, the retiring Administrative Agent shall continue deemed to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the Issuing Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed have succeeded to and become vested with all of the rights, powers, privileges and duties of the retiring (Administrative Agent. Until a successor Administrative Agent is so appointed by Requisite Lenders or retired) Administrative Agent, and any collateral security held by Administrative Agent in its role as collateral agent on behalf of the Lenders under any of the Credit Documents will continue to be held by the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to nominee until such time as a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section 9 and Section 10.5 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent. Any resignation by Bank of America as Administrative Agent pursuant to this Section 9.9 shall also constitute its resignation as Issuing Lender and Swingline Lenderis appointed. Upon the acceptance of a successor’s any appointment as Administrative Agent hereunderunder this Agreement by a successor Administrative Agent, (a) such that successor shall Administrative Agent will thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender Administrative Agent and Swingline Lender, (b) the retiring Issuing Lender Administrative Agent will promptly (i) transfer to such successor Administrative Agent all Securities and Swingline Lender shall be discharged from all other items of their respective duties and obligations hereunder or Collateral held under the Pledge Agreement, together with all records and other Loan documents necessary or appropriate, and all sums (if any) held by Administrative Agent, in each case, in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (cii) execute and deliver to such successor Administrative Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent of the security interests created under the Pledge Agreement, whereupon such retiring Administrative Agent will be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent’s resignation under this Agreement as Administrative Agent, the provisions of this Section 8 7 will inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. Any successor Administrative Agent appointed pursuant to this Section 8.7 shall, upon its acceptance of such appointment, become the successor Issuing Lender shall issue letters of credit in substitution collateral agent for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Creditall purposes under this Agreement.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ at any time give notice of its resignation to the Lenders, the Issuing Lender and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon Upon receipt of any such notice of resignation, the Required Lenders shall have the right, 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 Statesbank. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the Issuing Lender, appoint a successor Administrative Agent meeting the qualifications set forth above; above provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Credit Documents (except that in the case of any collateral security Collateral held by the Administrative Agent on behalf of the Lenders or the Issuing Lender under any of the Loan Credit Documents, the retiring Administrative Agent shall continue to hold such collateral security Collateral until such time as a successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the Issuing Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Sectionparagraph. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Credit Documents (if not already discharged therefrom as provided above in this Sectionparagraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Credit Documents, the provisions of this Section 9 Article and Section 10.5 9.5 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent. Any resignation by Bank of America Xxxxx Fargo, as Administrative Agent pursuant to this Section 9.9 Section, shall also constitute its resignation as Issuing Lender and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Credit Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ notice to the Lenders, the Issuing Lender and the Borrower. If at any time the Administrative Agent shall resign deems it advisable, in its sole discretion, it may submit to the Issuing Bank, the Swing Line Lender and each of the Lenders a written notice of its resignation as Administrative Agent under this Agreement and the other Loan Documents, then such resignation to be effective upon receipt the earlier of (i) the written acceptance of the duties of the Administrative Agent under the Loan Documents by a successor Administrative Agent and (ii) on the 30th day after the date of such notice. Upon any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, right to appoint from among the Lenders a successorsuccessor Administrative Agent, provided that the Parent Borrower shall have consented thereto in writing (which consent shall not be unreasonably withheld and shall not be required if a bank with an office in the United States, or an Affiliate of any such bank with an office in the United StatesDefault shall have occurred and then be continuing). If no such successor Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment in writing within 30 days after the retiring Administrative Agent gives Agent's giving of notice of its resignation, then the retiring Administrative Agent may may, on behalf of the Lenders Issuing Bank, the Swing Line Lender and the Issuing LenderLenders, 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 appointmentAgent, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring which successor Administrative Agent shall be discharged from its duties and obligations hereunder and a commercial bank organized under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf laws of the Lenders United States or the Issuing Lender under any State thereof and having a combined capital, surplus, and undivided profits of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) 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 and the Issuing Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Sectionat least $100,000,000. Upon the acceptance of a successor’s any appointment as Administrative Agent hereunderhereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent's rights, powers, privileges and duties as Administrative Agent under the Loan Documents shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section)terminated. The fees payable by Credit Parties, the Borrower to a successor Administrative Agent Issuing Bank, the Swing Line Lender and the Lenders shall execute such documents as shall be the same as those payable necessary to its predecessor unless otherwise agreed between the Borrower and effect such successorappointment. After the any retiring Administrative Agent’s 's resignation hereunder and under the other Loan Documentsas Administrative Agent, the provisions of this Section 9 and Section 10.5 the Loan Documents shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by it, and any of them amounts owing to it, while the retiring it was Administrative Agent was under the Loan Documents. If at any time there shall not be a duly appointed and acting as Administrative Agent. Any resignation by Bank of America as Administrative Agent pursuant , the Credit Parties agree to this Section 9.9 shall also constitute its resignation as make each payment due under the Loan Documents directly to the Issuing Bank, the Swing Line Lender and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) Lenders entitled thereto during such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credittime.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ at any time give notice of its resignation to the Lenders, the Issuing Lender Lenders and the BorrowerBorrowers. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon Upon receipt of any such notice of resignation, the Required Majority Lenders shall have the right, in consultation with the Borrowerconsent of the Company at all times other than during the continuance of a Specified Event of Default (which consent of the Company shall not be unreasonably withheld or delayed), 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. If such a successor is appointed and has accepted such appointment within 30 days after the giving of such notice, such resignation shall be effective upon such appointment and acceptance. If no such successor shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Administrative Agent meeting the qualifications set forth above; provided that if the Administrative Agent shall notify the Borrower Borrowers, the Lenders and the Issuing Lenders that no qualifying Person has accepted such appointment, then (a) such resignation shall nonetheless become effective in accordance with such notice and notice, (1b) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents in its capacity as the Administrative Agent (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the any Issuing Lender under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2c) 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 and the Issuing Lender Lenders directly, until such time as the Required Majority Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Borrowers and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section 9 Article and Section Sections 10.5 and 10.6 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties Persons in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent. Any If a successor has accepted its appointment as Administrative Agent hereunder, and such successor either has been consented to by the Company as set forth above or the Company has otherwise confirmed in writing that such successor is reasonably acceptable to the Company, any resignation by U.S. Bank of America as Administrative Agent pursuant to this Section 9.9 shall also constitute its resignation as an Issuing Lender and Swingline Lender. Upon the acceptance of a successor’s appointment as Issuing Agent, and such successor Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of U.S. Bank as the retiring Issuing Lender and Swingline Lender, (b) the retiring Issuing Agent and U.S. Bank as the retiring Issuing Lender and Swingline Lender the retiring Issuing Agent shall be discharged from all of their its respective duties and obligations hereunder or under the other Loan Documents, except that U.S. Bank shall retain all the rights and obligations of an Issuing Lender and the Issuing Agent hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as an Issuing Lender and the Issuing Agent and all L/C Obligations with respect thereto (cincluding the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 3.3) but shall not be required to issue any additional Letters of Credit. The successor Issuing Lender or the successor Issuing Lender Agent shall issue letters Letters of credit Credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to U.S. Bank, the retiring Issuing Lender Company and the beneficiaries of such Letters of Credit to effectively assume the obligations of the retiring Issuing Lender U.S. Bank with respect to such Letters of Credit.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ at any time give notice of its resignation to the Lenders, the Issuing Lender Lenders and the Borrower. If Loan Parties, and the Required Lenders may remove the Administrative Agent shall resign as Administrative Agent at any time if it has breached its obligations under this Agreement and the other Loan Documents, then upon receipt of any . Upon such notice of resignationresignation or removal, the Required Lenders shall have the right, in consultation with the BorrowerLoan Parties, 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. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignationresignation or the Required Lenders' removal of the Administrative Agent, then the retiring Administrative Agent may on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Administrative Agent meeting the qualifications set forth above; provided that if the Administrative Agent shall notify the Borrower Loan Parties 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 or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Issuing Lender under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) 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 and the Issuing Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this SectionSection 13.6. Upon the acceptance of a successor’s 's appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (retired or retired) removed Administrative Agent, and the retiring retired or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this SectionSection 13.6). The fees payable by the Borrower Loan Parties to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Loan Parties and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documentssuch retirement or removal, the provisions of this Section 9 Article and Section 10.5 14.4 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent was acting as Administrative Agent. Any resignation by Bank of America as Administrative Agent pursuant to this Section 9.9 shall also constitute its resignation as Issuing Lender and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit.

Successor Administrative Agent. The Administrative Agent may resign at any time as Administrative Agent upon 30 days’ under the Loan Documents by giving written notice thereof to the Lenders, the Issuing Lender Lenders and the Borrower. If the Administrative Agent shall resign Person serving as Administrative Agent under this Agreement is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Requisite Lenders may, to the extent permitted by Applicable Law, by notice in writing to the Borrower and the other Loan Documentssuch Person, then upon receipt of remove such Person as Administrative Agent. Upon any such notice of resignationresignation or removal, the Required Requisite Lenders shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Administrative Agent which appointment shall, provided no Default or Event of Default exists, be subject to the Borrower’s approval, which approval shall not be unreasonably withheld, delayed or conditioned (except that the Borrower shall, in all events, be deemed to have approved each Lender and any of its Affiliates as a bank with an office in the United States, or an Affiliate of any such bank with an office in the United Statessuccessor Administrative Agent). If no such successor Administrative Agent shall have been so appointed by in accordance with the Required Lenders immediately preceding sentence, and shall have accepted such appointment appointment, within 30 days after the retiring current Administrative Agent gives Agent’s giving of notice of its resignationresignation or removal, then the retiring current Administrative Agent may may, on behalf of the Lenders and the Issuing LenderBanks, appoint a successor Administrative Agent meeting the qualifications set forth aboveAgent, which shall be a Lender, if any Lender shall be willing to serve, and otherwise shall be an Eligible Assignee; provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person Lender 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 (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Issuing Lender under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) 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 and the each Issuing Lender Bank directly, until such time as the Required Lenders appoint a successor Administrative Agent has been appointed as provided for above in this Section; provided, further that such Lenders and such Issuing Banks so acting directly shall be and be deemed to be protected by all indemnities and other provisions herein for the benefit and protection of the Administrative Agent as if each such Lender or Issuing Bank were itself the Administrative Agent. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the current Administrative Agent, and the current Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. Any resignation by or removal of an Administrative Agent shall also constitute the resignation or removal as an Issuing Bank and as the Swingline Lender by the Lender then acting as Administrative Agent (the “Resigning Lender”). Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of hereunder (i) the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent Resigning Lender shall be discharged from all of its duties and obligations hereunder or under of an Issuing Bank and 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 the retiring Administrative Agent’s resignation Swingline Lender hereunder and under the other Loan DocumentsDocuments and (ii) any successor Issuing Bank shall issue letters of credit in substitution for all Letters of Credit issued by the Resigning Lender as Issuing Banks outstanding at the time of such succession (which letters of credit issued in substitutions shall be deemed to be Letters of Credit issued hereunder) or make other arrangements satisfactory to the Resigning Lender to effectively assume the obligations of the Resigning Lender with respect to such Letters of Credit. After any Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Section 9 and Section 10.5 Article XII. shall continue in effect for the to inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by it while it was Administrative Agent under the Loan Documents. Notwithstanding anything contained herein to the contrary, the Administrative Agent may assign its rights and duties under the Loan Documents to any of them while its Affiliates by giving the retiring Administrative Agent was acting as Administrative AgentBorrower and each Lender prior written notice. Any resignation by Bank of America as Administrative Agent pursuant to this Section 9.9 shall also constitute its resignation as Issuing Lender and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit.119

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent at any time upon not less than 30 days’ days notice to the Lenders, the each Issuing Lender Bank and the Borrower. If In addition, in the Administrative Agent event that at any time after the Closing Date, Credit Suisse or any Affiliate is not holding any Loan and/or any Commitment, then, at the request of the Borrower, and subject to the approval of the Required Lenders, Credit Suisse shall resign give such notice of resignation as Administrative Agent under this Agreement and the other Loan Documents, then upon Agent. Upon receipt of any such notice of resignation, 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. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the each Issuing LenderBank, appoint a successor Administrative Agent meeting the qualifications set forth aboveAgent; provided provided, however, that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such successor is willing to accept such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1i) 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 on behalf of the Lenders or the any Issuing Lender Bank under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2ii) 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 and the Issuing Lender Bank directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Sectionparagraph. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Sectionparagraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section 9 Article and Section 10.5 11.02 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent. Any resignation by Bank of America as Administrative Agent pursuant to this Section 9.9 shall also constitute its resignation as Issuing Lender and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ at any time give notice of its resignation to the Lenders, the Issuing Lender and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon Upon receipt of any such notice of resignation, the Required Lenders shall have the right, 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 Statesbank. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the Issuing Lender, appoint a successor Administrative Agent meeting the qualifications set forth above; above provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Credit Documents (except that in the case of any collateral security Collateral held by the Administrative Agent on behalf of the Lenders or the Issuing Lender under any of the Loan Credit Documents, the retiring Administrative Agent shall continue to hold such collateral security Collateral until such time as a successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the Issuing Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Sectionparagraph. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Credit Documents (if not already discharged therefrom as provided above in this Sectionparagraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Credit Documents, the provisions of this Section 9 Article and Section 10.5 9.5 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent. Any resignation by Bank of America Xxxxx Fargo Bank, as Administrative Agent pursuant to this Section 9.9 shall also constitute its resignation as Issuing Lender and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Credit Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit.. 108

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ at any time give notice of its resignation to the Lenders, the Issuing Lender Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, right to appoint a successor, which successor shall (i) unless an Event of Default has occurred and is continuing, be approved in writing by the Borrower and (ii) 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 shall have been so appointed by the Required Lenders (and approved by the Borrower, if applicable) and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Administrative Agent meeting the qualifications set forth abovein clauses (i) and (ii) of the prior sentence; provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Fundamental Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Issuing Lender Lenders under any of the Loan Fundamental Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the Issuing Lender Lenders directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Fundamental 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 the retiring Administrative Agent’s resignation hereunder and under the other Loan Fundamental Documents, the provisions of this Section 9 8, Section 10.4 and Section 10.5 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent. Any resignation by Bank of America as Administrative Agent pursuant to this Section 9.9 shall also constitute its resignation as Issuing Lender and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit.

Successor Administrative Agent. The Administrative Agent and/or Collateral Agent may resign as Administrative Agent such at any time upon at least 30 days’ prior written notice to the Lenders, the Issuing Lender Bank and the Lead Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon receipt of Upon any such notice of resignation, the Required Lenders shall have the right, in consultation right with the Borrowerconsent of the Lead Borrower (such consent shall not be unreasonably withheld or delayed) as long as no Specified Default has occurred and is continuing, to appoint a successor, which shall be a bank with an office in successor from among the United States, or an Affiliate of any such bank with an office in the United StatesLenders. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent and/or Collateral Agent, as applicable, gives written notice of its resignation, then the retiring Administrative Agent may and/or Collateral Agent, as applicable, may, on behalf of the Lenders and the Issuing LenderBank, with the consent of the Lead Borrower, so long as no Specified Default has occurred and is continuing, appoint a successor Administrative Agent meeting and/or Collateral Agent, as applicable, which successor shall be a commercial banking institution organized under the laws of the United States (or any state thereof) or a United States branch or agency of a commercial banking institution, and having combined capital and surplus of at least $500.0 million; provided, however, that if such retiring Administrative Agent and/or Collateral Agent, as applicable, is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth above; provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be 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 Lenders or the Issuing Lender under any of the Loan Documents, the retiring Administrative Agent Agent’s and/or Collateral Agent’s resignation shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) nevertheless thereupon become effective, and (2) the Lenders shall assume and perform all payments, communications and determinations provided to be made by, to or through of the duties of the Administrative Agent shall instead be made by or to each Lender and the Issuing Lender directlyand/or Collateral Agent, as applicable, hereunder until such time time, if any, as the Required Lenders Lenders, with the consent of the Lead Borrower, so long as no Specified Default has occurred and is continuing, appoint a successor Administrative Agent and/or Collateral Agent, as provided for above in this Sectionapplicable. Upon the acceptance of a successor’s its appointment as Administrative Agent hereunderand/or Collateral Agent, as applicable, hereunder by a successor, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent and/or Collateral Agent, as applicable, and the retiring Administrative Agent and/or Collateral Agent, as applicable, shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section)hereunder. The fees payable by the Borrower Borrowers to a successor Administrative Agent and/or Collateral Agent, as applicable, shall be the same as those payable to its predecessor unless otherwise agreed between the Lead Borrower and such successor. After the retiring Administrative Agent’s and/or Collateral Agent’s resignation hereunder and under the other Loan Documentshereunder, the provisions of this Section 9 Article X and Section 10.5 11.03 shall continue in effect for the benefit of such retiring Administrative Agent and/or Collateral Agent, as applicable, its respective sub-agents and their respective Related Parties Affiliates in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent it was acting as Administrative Agent and/or Collateral Agent. Any resignation by Bank of America , as Administrative Agent pursuant to this Section 9.9 shall also constitute its resignation as Issuing Lender and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Creditapplicable.

Successor Administrative Agent. The Administrative Agent may resign at any time as Administrative Agent upon 30 days’ under the Loan Documents by giving written notice thereof to the Lenders, the Issuing Lender Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon receipt of Upon any such notice of resignation, the Required Requisite Lenders shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Administrative Agent which appointment shall, provided no Default or Event of Default exists, be subject to the Borrower's approval, which approval shall not be unreasonably withheld or delayed (except that the Borrower shall, in all events, be deemed to have approved each Lender and any of its Affiliates as a bank with an office in the United States, or an Affiliate of any such bank with an office in the United Statessuccessor Administrative Agent). If no such successor Administrative Agent shall have been so appointed by in accordance with the Required Lenders immediately preceding sentence, and shall have accepted such appointment appointment, within 30 days after the retiring current Administrative Agent gives Agent's giving of notice of its resignation, then the retiring current Administrative Agent may may, on behalf of the Lenders and the Issuing LenderBank, appoint a successor Administrative Agent meeting the qualifications set forth aboveAgent, which shall be a Lender, if any Lender shall be willing to serve, and otherwise shall be an Eligible Assignee; provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person Lender has accepted such appointment, 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 on behalf of the Lenders or the Issuing Lender under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) 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 and the Issuing Lender Bank directly, until such time as the Required Lenders appoint a successor Administrative Agent has been appointed as provided for above in this Section; provided, further, that such Lenders and the Issuing Bank so acting directly shall be and be deemed to be protected by all indemnities and other provisions herein for the benefit and protection of the Administrative Agent as if each such Lender or Issuing Bank were itself the Administrative Agent. Upon the acceptance of a successor’s any appointment as Administrative Agent hereunderhereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) current Administrative Agent, and the retiring current Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section)Documents. The fees payable Any resignation by the Borrower to a successor an Administrative Agent shall also constitute the resignation as the Issuing Bank and as the Swingline Lender by the Lender then acting as Administrative Agent (the “Resigning Lender”). Upon the acceptance of a successor's appointment as Administrative Agent hereunder (i) the Resigning Lender shall be discharged from all duties and obligations of the same as those payable to its predecessor unless otherwise agreed between Issuing Bank and the Borrower and such successor. After the retiring Administrative Agent’s resignation Swingline Lender hereunder and under the other Loan DocumentsDocuments and (ii) if reasonably practicable and acceptable to beneficiaries under then outstanding Letters of Credit, the successor Issuing Bank shall issue letters of credit in substitution for all Letters of Credit issued by the Resigning Lender as Issuing Bank outstanding at the time of such succession (which letters of credit issued in substitutions shall be deemed to be Letters of Credit issued hereunder) or make other arrangements satisfactory to the Resigning Lender to effectively assume the obligations of the Resigning Lender with respect to such Letters of Credit. After any Administrative Agent's resignation hereunder as Administrative Agent, the provisions of this Section 9 and Section 10.5 Article. shall continue in effect for the to inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by it while it was Administrative Agent under the Loan Documents. Notwithstanding anything contained herein to the contrary, the Administrative Agent may assign its rights and duties under the Loan Documents to any of them while its Affiliates by giving the retiring Administrative Agent was acting as Administrative Agent. Any resignation by Bank of America as Administrative Agent pursuant to this Section 9.9 shall also constitute its resignation as Issuing Borrower and each Lender and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Creditprior written notice.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ at any time give notice of its resignation to the Lenders, the Issuing Lender and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon Upon receipt of any such notice of resignation, the Required Lenders shall have the right, 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 Statesbank. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the Issuing Lender, appoint a successor Administrative Agent meeting the qualifications set forth above; above provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Credit Documents (except that in the case of any collateral security Collateral held by the Administrative Agent on behalf of the Lenders or the Issuing Lender under any of the Loan Credit Documents, the retiring Administrative Agent shall continue to hold such collateral security Collateral until such time as a successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the Issuing Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Sectionparagraph. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Credit Documents (if not already discharged therefrom as provided above in this Sectionparagraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Credit Documents, the provisions of this Section 9 Article and Section 10.5 9.5 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent. Any resignation by Bank of America Xxxxx Fargo Bank, as Administrative Agent pursuant to this Section 9.9 shall also constitute its resignation as Issuing Lender and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Credit Documents, and (c) the successor Issuing 105 ​ Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit.

Successor Administrative Agent. The (a) At any time, Administrative Agent and Collateral Agent may (and, at the request of the Requisite Class Lenders for the Lenders having Revolving Exposure, following the repayment of the Term Loans in full, shall) resign as Administrative Agent upon 30 by giving thirty (30) days’ prior written notice thereof to the Lenders, the Issuing Lender Lenders and the BorrowerBorrowers. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon receipt of Upon any such notice of resignation, the Required Requisite Lenders shall have the right, in consultation with the Borrowerupon five Business Days’ notice to Company, 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 Statessuccessor Administrative Agent and Collateral Agent. If no such successor shall have been so appointed by the Required Requisite Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent and Collateral Agent gives notice of its resignation, then the retiring Administrative Agent may and Collateral Agent may, on behalf of the Lenders and the Issuing LenderBank, appoint a successor Administrative Agent meeting and Collateral Agent from among the qualifications set forth above; provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be 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 Lenders or the Issuing Lender under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) 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 and the Issuing Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this SectionLenders. Upon the acceptance of a successor’s any appointment as Administrative Agent hereunderand Collateral Agent hereunder by a successor Administrative Agent and Collateral Agent, such that successor Administrative Agent and Collateral Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, Agent and Collateral Agent and the retiring Administrative Agent and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Credit Documents, and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Administrative Agent and Collateral Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The 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 successorhereunder. After the any retiring Administrative Agent’s and Collateral Agent’s resignation hereunder as Administrative Agent and under the other Loan DocumentsCollateral Agent, the provisions of this Section 9 and Section 10.5 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring Administrative Agent it was acting as Administrative Agent. Any resignation by Bank of America as Administrative Agent pursuant to this Section 9.9 shall also constitute its resignation as Issuing Lender and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit.

Successor Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent as provided in this clause, the Administrative Agent may resign as Administrative Agent upon 30 days’ give notice of its resignation to the Lenders, the Issuing Lender Bank and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in the United StatesCharlotte, North Carolina or New York, New York, or an Affiliate of any such bank with an office in the United StatesCharlotte, North Carolina or New York, New York. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may may, on behalf of the Lenders and the Issuing LenderBank, appoint a successor Administrative Agent meeting the qualifications set forth above; above provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1a) 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 on behalf of the Lenders or the Issuing Lender Bank under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2b) 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 and the Issuing Lender Bank directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s its appointment as Administrative Agent hereunderhereunder by a successor, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s 's resignation hereunder and under the other Loan Documents, the provisions of this Section 9 Article and Section 10.5 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent. Any resignation by Bank of America as Administrative Agent pursuant to this Section 9.9 shall also constitute its resignation as Issuing Lender and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ at any time give notice of its resignation to the Lenders, the Issuing Lender and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation absent an Event of Default, with the Borrower's consent, 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 Statesbank. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the Issuing Lender, 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 such resignation shall nonetheless become effective in accordance with such notice and (1a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Credit Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Issuing Lender under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) 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 and the Issuing Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Sectionparagraph. Upon the acceptance of a successor’s 's appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Credit Documents (if not already discharged therefrom as provided above in this Sectionparagraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s 's resignation hereunder and under the other Loan Credit Documents, the provisions of this Section 9 Article and Section 10.5 9.5 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent. Any resignation by Bank of America as Administrative Agent pursuant to this Section 9.9 shall also constitute its resignation as Issuing Lender and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ at any time give notice of its resignation to the Lenders, the Issuing Lender Lenders and the BorrowerBorrowers. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrowerprior approval of the Borrowers, 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 Statesbank. If no such successor shall have Administrative Agent has been so appointed by the Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives Agent’s giving notice of its resignation, then the retiring Administrative Agent may on behalf Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Lenders appoint and the Issuing Lender, appoint Borrowers approve 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 such resignation shall nonetheless become effective in accordance with such notice and (1a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Credit Documents (except that in the case of any collateral security Collateral held by the Administrative Agent on behalf of the Lenders or the Issuing Lender under any of the Loan Credit Documents, the retiring Administrative Agent shall continue to hold such collateral security Collateral until such time as a successor Administrative Agent is appointed) and (2b) 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 and the Issuing Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Sectionparagraph. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Credit Documents (if not already discharged therefrom as provided above in this Sectionparagraph). The fees payable by the Borrower Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Borrowers and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Credit Documents, the provisions of this Section 9 Article and Section 10.5 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-sub agents and their respective Related Parties in respect of any actions 105 taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent. Any resignation by Bank of America as Administrative Agent pursuant to this Section 9.9 shall also constitute its resignation as Issuing Lender and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit.

Successor Administrative Agent. The Administrative Agent may resign at any time as Administrative Agent upon 30 days’ under the Loan Documents and Other Related Documents by giving written notice thereof to the Lenders, the Issuing Lender Lenders and the Borrower. Upon any such resignation, the Requisite Lenders shall have the right to appoint a successor Administrative Agent which appointment shall, provided no Default or Potential Default exists, be subject to the Borrower’s approval, which approval shall not be unreasonably withheld or delayed (except that the Borrower shall, in all events, be deemed to have approved each Lender and any of its Affiliates as a successor Administrative Agent). If the no successor Administrative Agent shall resign as have been so appointed in accordance with the immediately preceding sentence, and shall have accepted such appointment, within thirty (30) days after the current Administrative Agent under this Agreement and the other Loan Documents, then upon receipt Agent’s giving of any such notice of resignation, then the Required Lenders shall have current Administrative Agent may, on behalf of the rightLenders, in consultation with the Borrower, to appoint a successorsuccessor Administrative Agent, which shall be a bank with Lender, if any Lender shall be willing to serve, and otherwise shall be an office in Eligible Assignee. Upon the United States, or an Affiliate acceptance of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring as Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the Issuing Lender, appoint hereunder by a successor Administrative Agent meeting the qualifications set forth above; provided that if the Agent, such successor Administrative Agent shall notify thereupon succeed to and become vested with all the Borrower rights, powers, privileges and duties of the current Administrative Agent, and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring current 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 on behalf of the Lenders or the Issuing Lender under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) 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 and the Issuing Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The 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 successorOther Related Documents. After the retiring any Administrative Agent’s resignation hereunder and under the other Loan Documentsas Administrative Agent, the provisions of this Section 9 and Section 10.5 Article 12. shall continue in effect for the to inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by it while it was Administrative Agent under the Loan Documents and the Other Related Documents. Notwithstanding anything contained herein to the contrary, the Administrative Agent may assign its rights and duties under the Loan Documents and the Other Related Documents to any of them while its Affiliates by giving the retiring Administrative Agent was acting as Administrative Agent. Any resignation by Bank of America as Administrative Agent pursuant to this Section 9.9 shall also constitute its resignation as Issuing Borrower and each Lender and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Creditprior written notice.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ by giving thirty (30) days prior written notice thereof to Lenders and Borrower and may be removed at any time with or without cause by the Lenders, the Issuing Lender and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then Requisite Lenders upon receipt of written notice from the Requisite Lenders to such effect. Upon delivering notice to Administrative Agent in regards to its removal or receipt of notice of any such notice of resignation, the Required Requisite Lenders shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Administrative Agent with, which shall be if no Event of Default has occurred and is continuing and such successor Administrative Agent is not a bank with an office in the United States, Lender or an Affiliate Approved Fund, the consent of Borrower (provided that Borrower hereby consents to any such bank with an office in Lender as of the United StatesClosing Date serving as Administrative Agent). If no such successor Administrative Agent shall have been so appointed by the Required Requisite Lenders with the consent of Borrower, if applicable, and shall have accepted such appointment appointment, within 30 thirty (30) days after the retiring Administrative Agent gives Agent’s giving of notice of its resignationresignation or the Requisite Lenders’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may may, on behalf of the Lenders and the Issuing LenderBorrower, appoint a successor Administrative Agent meeting Agent, which shall be, in the qualifications set forth abovecase of a successor agent, a Lender, an Approved Fund or a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000.00; provided that that, if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1a) 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 on behalf of the Lenders or the Issuing Lender under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2b) all payments, communications and determinations provided to be made by, to or through the retiring Administrative Agent shall instead be made by or to each Lender and the Issuing Lender directly, until such time as the Required Requisite Lenders appoint a successor Administrative Agent Agent, as provided for above in this Sectionparagraph. Upon the acceptance of a successor’s any appointment as the Administrative Agent hereunderby a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges privileges, and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under this Agreement and 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 successorDocuments. After the any retiring Administrative Agent’s resignation or removal hereunder and under as the other Loan DocumentsAdministrative Agent, the provisions of this Article VIII, Section 9 10.4, Section 10.12, Section 10.14 and Section 10.5 10.15 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Administrative Agent was acting as Administrative Agentunder this Agreement and the other Loan Documents. Any resignation by Bank of America as Notwithstanding any other provisions set forth herein, any Person into which the Administrative Agent pursuant may be converted or merged, or with which it may be consolidated, or to this Section 9.9 which it may sell or transfer its corporate trust assets as a whole or substantially as a whole, or any Person resulting from any such conversion, merger, consolidation, sale or transfer to which the Administrative Agent is a party, shall also constitute its resignation (provided it is otherwise qualified to serve as Issuing Lender and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to be and become a successor Administrative Agent hereunder and be vested with all of the rightstitle to the Collateral and all of the trusts, powers, privileges and duties of the retiring Issuing Lender and Swingline Lenderdiscretions, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective immunities, privileges, estates, properties, rights, duties and obligations hereunder as was its predecessor without the execution or under filing of any instrument or any further act, deed or conveyance on the part of any of the parties hereto or any other Loan DocumentsPerson, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory anything herein to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Creditcontrary notwithstanding.

Successor Administrative Agent. (a) The Administrative Agent may (i) resign at any time as Administrative Agent under the Loan Documents by giving written notice thereof to the Lenders and the Borrower or (ii) be removed as Administrative Agent under the Loan Documents for gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final, non-appealable judgment, upon 30 days’ prior written notice to by all Lenders (other than the LendersLender then acting as Administrative Agent). Upon any such resignation or removal, the Issuing Lender and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon receipt of any such notice of resignation, the Required Requisite Lenders shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Administrative Agent which appointment shall, provided no Default or Event of Default exists, be subject to the Borrower’s approval, which approval shall not be unreasonably withheld or delayed (except that the Borrower shall, in all events, be deemed to have approved each Lender and any of its Affiliates as a bank with an office in the United States, or an Affiliate of any such bank with an office in the United Statessuccessor Administrative Agent). If no such successor Administrative Agent shall have been so appointed by in accordance with the Required Lenders immediately preceding sentence, and shall have accepted such appointment appointment, within 30 days after the retiring resigning Administrative Agent gives Agent’s giving of notice of its resignationresignation or the giving of notice of removal of the Administrative Agent, then the retiring current Administrative Agent may may, on behalf of the Lenders and the Issuing LenderBanks, appoint a successor Administrative Agent, which shall be a Lender, if any Lender shall be willing to serve, or otherwise shall be a financial institution having total combined assets of at least $50,000,000,000 and an Eligible Assignee or another Person acceptable to the Requisite Lenders. (b) The Administrative Agent meeting may be removed as Administrative Agent under the qualifications set forth aboveLoan Documents, with or without cause, upon 15 days’ prior written notice from the Borrower to the Administrative Agent and all the Lenders; provided that if upon such removal Bank of America, N.A. is appointed as successor Administrative Agent (in such capacity, “Successor Agent”) and accepts such appointment thereof. Wells Fargo, as the retiring Administrative Agent, shall, at the sole cost and expense of the Borrower, take such actions and furnish such information, documents, instruments and agreements as are customary in its business practices and may be reasonably requested from time to time by Successor Agent in order to facilitate and complete the transfer of the administrative agency function to the Successor Agent. (c) If the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person Lender has accepted such appointment, 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 on behalf of the Lenders or the Issuing Lender under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) 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 and the each applicable Issuing Lender Bank directly, until such time as the Required Lenders appoint a successor Administrative Agent has been appointed as provided for above in this Section; provided, further that such Lenders and such Issuing Bank so acting directly shall be and be deemed to be protected by all indemnities and other provisions herein for the benefit and protection of the Administrative Agent as if each such Lender or such Issuing Bank were itself the Administrative Agent. Upon the acceptance of a successor’s any appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section 9 and Section 10.5 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent. Any resignation by Bank of America as Administrative Agent pursuant to this Section 9.9 shall also constitute its resignation as Issuing Lender and Swingline Lender. Upon the acceptance terms of a successor’s appointment as Administrative Agent hereunder, clause (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, or (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documentsabove, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit.successor

Successor Administrative Agent. The (a) Administrative Agent may resign as Administrative Agent upon 30 at any time by giving thirty (30) days’ (or such shorter period as shall be agreed by the Required Lenders) prior written notice thereof to the Lenders, the Issuing Lender Lenders and the BorrowerCompany. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon receipt of Upon any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, right 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 Statessuccessor Administrative Agent. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may may, on behalf of the Lenders and the Issuing Lender, appoint a successor Administrative Agent meeting from among the qualifications set forth above; provided Lenders. So long as no Event of Default has occurred and is continuing, during the Reimbursement Period, Company shall have a right to consent to the appointment of any successor Administrative Agent (not to be unreasonably withheld, delayed or conditioned (it being agreed and understood that such consent shall be deemed given after five (5) Business Days if Company has failed to respond by such time)). Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent that successor Administrative Agent shall notify thereupon succeed to and become vested with all the Borrower rights, powers, privileges and duties of the retiring Administrative Agent, and the Lenders that no qualifying Person has accepted retiring Administrative Agent shall promptly (i) transfer to such appointmentsuccessor Administrative Agent all sums, then such resignation shall nonetheless become effective securities or Capital Stock and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in accordance connection with such notice the performance of the duties of the successor Administrative Agent under the Loan Documents, and (1ii) execute and deliver to such successor Administrative Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent of the security interests created under the Collateral Documents, whereupon such retiring 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 on behalf of the Lenders or the Issuing Lender under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) 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 and the Issuing Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the any retiring Administrative Agent’s resignation hereunder and under the other Loan Documentsas Administrative Agent, the provisions of this Section 9 and Section 10.5 Article IX shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring Administrative Agent it was acting as Administrative Agent. Any resignation by Bank of America as Administrative Agent pursuant to this Section 9.9 shall also constitute its resignation as Issuing Lender and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit.

Successor Administrative Agent. The (a) Administrative Agent may resign at any time by giving [*] (or such shorter period as Administrative Agent upon 30 days’ shall be agreed by the Required Lenders) prior written notice thereof to the Lenders, the Issuing Lender Lenders and the BorrowerCompany. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon receipt of Upon any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrowerupon [*] notice to Company, 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 Statessuccessor Administrative Agent. If no such successor shall have been so appointed by the Required Lenders Xxxxxxx and shall have accepted such appointment within 30 days [*] after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may may, on behalf of the Lenders and the Issuing Lender, appoint a successor Administrative Agent meeting from among the qualifications set forth above; provided Lenders. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent that if the successor Administrative Agent shall notify thereupon succeed to and become vested with all the rights (other than any rights of reimbursement for any reasonable and documented costs, and any reasonable and documented out-of-pocket expenses, indemnities, or other amounts due and owing to the retiring Administrative Agent prior to the resignation thereof), powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall [*], at the expense of the Borrower (i) transfer to such successor Administrative Agent all sums, securities or Capital Stock and other items of Collateral held under the Lenders that Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Loan Documents, and (ii) execute and deliver to such successor Administrative Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent of the security interests created under the Collateral Documents, whereupon such retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder. If no qualifying Person has accepted any such appointmentappointment within [*] after receipt of the Administrative Agent’s resignation notice, then such resignation shall nonetheless become effective in accordance with such notice and from the Administrative Agent and, (1i) 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 on behalf of the Lenders or the Issuing Lender under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) Document and (2ii) 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 and the Issuing Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section 9 and Section 10.5 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent. Any resignation by Bank of America as Administrative Agent pursuant to this Section 9.9 shall also constitute its resignation as Issuing Lender and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Creditparagraph.

Successor Administrative Agent. The Administrative Agent may resign at any time as Administrative Agent upon 30 days’ under the Loan Documents by giving written notice thereof to the Lenders, the Issuing Lender Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon receipt of Upon any such notice of resignation, the Required Requisite Lenders shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Administrative Agent which appointment shall, provided no Default or Event of Default exists, be subject to the Borrower’s approval, which approval shall not be unreasonably withheld or delayed (except that the Borrower shall, in all events, be deemed to have approved each Lender and any of its Affiliates as a bank with an office in the United States, or an Affiliate of any such bank with an office in the United Statessuccessor Administrative Agent). If no such successor Administrative Agent shall have been so appointed by in accordance with the Required Lenders immediately preceding sentence, and shall have accepted such appointment appointment, within 30 thirty (30) days after the retiring current Administrative Agent gives Agent’s giving of notice of its resignation, then the retiring current Administrative Agent may may, on behalf of the Lenders and the Issuing LenderBank, appoint a successor Administrative Agent meeting the qualifications set forth aboveAgent, which shall be a Lender, if any Lender shall be willing to serve, and otherwise shall be an Eligible Assignee; provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person Lender has accepted such appointment, 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 on behalf of the Lenders or the Issuing Lender under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) 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 and the Issuing Lender directly, Bank directly until such time as the Required Lenders appoint a successor Administrative Agent has been appointed as provided for above in this Section; provided, further that such Lenders and the Issuing Bank so acting directly shall be and be deemed to be protected by all indemnities and other provisions herein for the benefit and protection of the Administrative Agent as if each such Lender NAI-1502661059v7 111 or Issuing Bank were itself the Administrative Agent. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the current Administrative Agent, and the current Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. Any resignation by an Administrative Agent shall also constitute the resignation as the Issuing Bank by the Lender then acting as Administrative Agent (the “Resigning Lender”). Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of hereunder (i) the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent Resigning Lender shall be discharged from all of its duties and obligations hereunder or under of 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 the retiring Administrative Agent’s resignation Issuing Bank hereunder and under the other Loan DocumentsDocuments and (ii) the successor Issuing Bank shall issue letters of credit in substitution for all Letters of Credit issued by the Resigning Lender as Issuing Bank outstanding at the time of such succession (which letters of credit issued in substitution shall be deemed to be Letters of Credit issued hereunder) or make other arrangements satisfactory to the Resigning Lender to effectively assume the obligations of the Resigning Lender with respect to such Letters of Credit. After any Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 9 and Section 10.5 Article XII shall continue in effect for the to inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by it while it was Administrative Agent under the Loan Documents. Notwithstanding anything contained herein to the contrary, the Administrative Agent may assign its rights and duties under the Loan Documents to any of them while its Affiliates by giving the retiring Administrative Agent was acting as Administrative Agent. Any resignation by Bank of America as Administrative Agent pursuant to this Section 9.9 shall also constitute its resignation as Issuing Borrower and each Lender and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Creditprior written notice.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ at any time give notice of its resignation to the Lenders, the Issuing Lender and the BorrowerBorrowers. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with approval from the BorrowerBorrowers (so long as no Event of Default has occurred and is continuing), to appoint a successor, which shall such approval not to be a bank with an office in the United States, unreasonably withheld or an Affiliate of any such bank with an office in the United Statesdelayed. 133 If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the Issuing Lender, appoint a successor Administrative Agent meeting with, if no Event of Default is occurring, the qualifications set forth aboveapproval of the Company in its reasonable discretion without unreasonable delay; provided that if the Administrative Agent shall notify the Borrower Borrowers and the Lenders that no qualifying Person has accepted such appointmentappointment (or been approved for such appointment pursuant to the terms hereof), then such resignation shall nonetheless become effective in accordance with such notice and (1i) 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 on behalf of the Lenders or the Issuing Lender under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2ii) 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 and the Issuing Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this SectionSection 9.10. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Borrowers and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section 9 and Section 10.5 9.10 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent. Any resignation by Bank of America If PNC resigns as Administrative Agent pursuant to under this Section 9.9 9.10, PNC shall also constitute its resignation resign as an Issuing Lender and Swingline Lender. Upon the acceptance appointment of a successor’s appointment as successor Administrative Agent hereunder, (a) such successor shall shall, to the extent it will be the replacement Issuing Lender, (i) succeed to and become vested with all of the rights, powers, privileges and duties of PNC as the retiring Issuing Lender and Swingline Lender, (b) the retiring Issuing Lender Administrative Agent and Swingline Lender PNC shall be discharged from all of their its respective duties and obligations hereunder or as Issuing Lender and Administrative Agent under the other Loan Documents, and (cii) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of CreditCredit issued by PNC, if any, outstanding at the time of such succession or make other arrangements arrangement satisfactory to the retiring Issuing Lender PNC to effectively assume the obligations of the retiring Issuing Lender PNC with respect to such Letters of Credit.

Successor Administrative Agent. (a) The Administrative Agent may resign as Administrative Agent upon 30 days’ at any time by giving notice thereof to the Lenders, the Issuing Lender Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon receipt of Upon any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Administrative Agent, which subject to approval by the Borrower provided that no Event of Default pursuant to Section 8.1(a), (b), (h) or (i) shall be a bank with an office in the United States, or an Affiliate of any exist at such bank with an office in the United Statestime. If no such successor Administrative Agent shall have been so appointed by the Required Lenders appointed, and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may may, on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Administrative Agent meeting Agent, which shall be a trust company or a commercial bank organized under the qualifications set forth above; provided that if laws of the United States or any state thereof or a bank which maintains an office in the United States, having a combined capital and surplus of at least $500,000,000. (b) Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor Administrative Agent shall notify xxxxxxxxx succeed to and become vested with all the Borrower rights, powers, privileges and duties of the Lenders that no qualifying Person has accepted such appointmentretiring Administrative Agent, 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 under this Agreement and the other Loan Documents. If, within 45 days after written notice is given of the retiring Administrative Agent’s resignation under this Section, no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Issuing Lender Secured Parties under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) appointed and (2iii) the Required Lenders shall thereafter perform all payments, communications and determinations provided to be made by, to or through duties of the retiring Administrative Agent shall instead be made by or to each Lender and under the Issuing Lender directly, Loan Documents until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Sectionabove. Upon the acceptance of a successorAfter any retiring Administrative Agent’s appointment as Administrative Agent resignation hereunder, the provisions of this Article shall continue in effect for the benefit of such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all and its representatives and agents in respect of its duties and obligations hereunder any actions taken or under not taken by any of them while it was serving as 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 successorAgent. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section 9 Article and Section 10.5 10.3 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent. Any resignation by Bank of America as Administrative Agent pursuant to this Section 9.9 shall also constitute its resignation as Issuing Lender and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit9.8.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ at any time give notice of its resignation to the Lenders, the Issuing Lender and the BorrowerBorrowers. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with approval from the BorrowerBorrowers (so long as no Event of Default has occurred and is continuing), to appoint a successor, which shall such approval not to be a bank with an office in the United States, unreasonably withheld or an Affiliate of any such bank with an office in the United Statesdelayed. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the Issuing Lender, appoint a successor Administrative Agent meeting with, if no Event of Default is occurring, the qualifications set forth aboveapproval of the Company in its reasonable discretion without unreasonable delay; provided that if the Administrative Agent shall notify the Borrower Borrowers and the Lenders that no qualifying Person has accepted such appointmentappointment (or been approved for such appointment pursuant to the terms hereof), then such resignation shall nonetheless become effective in accordance with such notice and (1i) 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 on behalf of the Lenders or the Issuing Lender under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2ii) 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 and the Issuing Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this SectionSection 9.10. Upon the acceptance of a successor’s 's appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Borrowers and such successor. After the retiring Administrative Agent’s 's resignation hereunder and under the other Loan Documents, the provisions of this Section 9 and Section 10.5 9.10 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent. Any resignation by Bank of America If PNC resigns as Administrative Agent pursuant to under this Section 9.9 9.10, PNC shall also constitute its resignation resign as an Issuing Lender and Swingline Lender. Upon the acceptance appointment of a successor’s appointment as successor Administrative Agent hereunder, (a) such successor shall shall, to the extent it will be the replacement Issuing Lender, (i) succeed to and become vested with all of the rights, powers, privileges and duties of PNC as the retiring Issuing Lender and Swingline Lender, (b) the retiring Issuing Lender Administrative Agent and Swingline Lender PNC shall be discharged from all of their its respective duties and obligations hereunder or as Issuing Lender and Administrative Agent under the other Loan Documents, and (cii) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of CreditCredit issued by PNC, if any, outstanding at the time of such succession or make other arrangements arrangement satisfactory to the retiring Issuing Lender PNC to effectively assume the obligations of the retiring Issuing Lender PNC with respect to such Letters of Credit.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ at any time give notice of its resignation to the Lenders, the Issuing Lender Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, right to appoint a successor, which successor shall (i) unless an Event of Default has occurred and is continuing, be approved in writing by the Borrower and (ii) 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 shall have been so appointed by the Required Lenders (and approved by the Borrower, if applicable) and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Administrative Agent meeting the qualifications set forth abovein clauses (i) and (ii) of the prior sentence; provided that in no event shall any such successor Administrative Agent be a Defaulting Lender; provided further that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Fundamental Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Issuing Lender under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) 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 and the Issuing Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Fundamental 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 the retiring Administrative Agent’s resignation hereunder and under the other Loan Fundamental Documents, the provisions of this Section 9 8, Section 10.4 and Section 10.5 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent. Any resignation by Bank of America as Administrative Agent pursuant to this Section 9.9 shall also constitute its resignation as Issuing Lender and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit.