Common use of Successor Administrative Agent Clause in Contracts

Successor Administrative Agent. Administrative Agent may resign as Administrative Agent upon 30 days’ notice to Lenders and Borrower. If Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among Lenders a successor agent for Lenders, which successor agent shall (unless an Event of Default under Section 8.01(a), Section 8.01(b) or Section 8.01(i) with respect to Borrower shall have occurred and be continuing) be subject to approval by Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and Lenders shall assume and perform all of the duties of Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section and Sections 10.03 and 10.13 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 (i) while the retiring Administrative Agent was acting as Administrative Agent and (ii) after such resignation for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent at any time upon 30 days’ notice to the Lenders and with a copy of such notice to the Borrower. If the Administrative Agent shall resign as Administrative Agent resigns under this Agreement and Agreement, the other Loan Documents, then the Required Majority Lenders shall appoint from among the Lenders a successor administrative agent for Lenders, the Lenders which successor administrative agent shall (unless be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 8.01(a), Section 8.01(b) or Section 8.01(i) with respect to (which consent of the Borrower shall have not be unreasonably withheld, delayed or conditioned). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and, so long as no Event of Default has occurred and be which is continuing) be subject to , upon written approval by of the Borrower (which approval of the Borrower shall not be unreasonably withheld withheld, delayed or delayedconditioned), whereupon a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the Loan Documents and the term “Administrative Agent” shall mean such successor administrative agent effective upon such appointment and approval, and the former retiring Administrative Agent’s rightsappointment, powers and duties as Administrative Agent shall be terminated. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, without any other or further act or deed on the part provisions of this Article XI and Sections 12.03 and 12.05 shall inure to the benefit of such former retiring Administrative Agent, its sub-agents or attorneys in fact and the Administrative Agent’s Related Parties as to any actions taken or omitted to be taken by any of them while the retiring Administrative Agent or any of the parties to was Administrative Agent under this Agreement or any holders of the LoansAgreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date that which is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Majority Lenders appoint a successor agent as provided for above. After ; provided that in the case of any retiring Administrative Agent’s resignation as Administrative Agent, security held by the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and on behalf of the other Loan Documents. After the retiring Administrative Agent’s resignation hereunder and Lenders under the other Loan Documents, the provisions of this Section and Sections 10.03 and 10.13 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 (i) while the retiring Administrative Agent was acting shall continue to hold such security until such time as Administrative Agent and (ii) after such resignation for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any a successor Administrative Agentadministrative agent is appointed.

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

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 at any time by giving thirty (30) days’ prior written notice to the Lenders and Borrower. If The Required Lenders, for good cause, may remove Administrative Agent shall resign as at any time by giving thirty (30) days’ prior written notice to the Administrative Agent under this Agreement Agent, the Borrower and the other Loan DocumentsLenders. Upon any such resignation or removal, then the Required Lenders shall appoint from among Lenders a successor agent for LendersAdministrative Agent, which successor agent shall (unless Administrative Agent shall, if such appointment is prior to the occurrence of an Event of Default under Section 8.01(a)which is continuing, Section 8.01(b) or Section 8.01(i) with respect to Borrower shall have occurred and be continuing) be subject to the approval by Borrower (of the Borrower, which approval shall not be unreasonably withheld or delayed). If no successor Administrative Agent shall have been so appointed by the Required Lenders and accepted such appointment within thirty (30) days after the retiring Administrative Agent’s giving notice of resignation or the Required Lenders’ giving notice of removal, whereupon as the case may be, then the retiring Administrative Agent may appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent. If in such instance the retiring Administrative Agent appoints as the successor Administrative Agent a Lender, such Lender shall accept such appointment. Each such successor agent Administrative Agent shall be a Lender or a financial institution which meets the requirements of an Eligible Assignee. 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 powers, privileges and duties of the retiring Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as retiring Administrative Agent shall be terminated, without any discharged from its duties and obligations hereunder and under the other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and Lenders shall assume and perform all of the duties of Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for aboveLoan Documents. After any retiring Administrative Agent’s resignation as Administrative Agenthereunder, the provisions of this Section 9 Article 13 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent under this Agreement and the other Loan Documents. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section and Sections 10.03 and 10.13 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 (i) while the retiring Administrative Agent was acting as Administrative Agent and (ii) after such resignation for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Administrative Agenthereunder.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders, the Issuing Lenders and the Borrowers and may be removed at any time with or without cause by the Required Lenders by giving written notice thereof to the Administrative Agent and the Borrowers. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation or the Required Lenders’ removal of the retiring Administrative Agent, then the existing Administrative Agent may, on behalf of the Lenders and the Issuing Lenders, appoint a successor Administrative Agent, which shall be a financial institution 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 and, if the Person then serving as Administrative Agent upon 30 days’ notice to Lenders is a Defaulting Lender, unless and Borrower. If until a successor Administrative Agent shall resign have been so appointed and accepted such appointment, such resignation shall nevertheless be effective and, until a successor Administrative Agent is appointed by the Required Lenders, the Required Lenders shall be deemed to have succeeded to and become vested with all the rights, powers, privileges and duties of the retiring 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, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among Lenders a successor agent for Lenders, which successor agent shall (unless an Event of Default under Section 8.01(a), Section 8.01(b) or Section 8.01(i) with respect to Borrower shall have occurred and be continuing) be subject to approval by Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and Lenders shall assume and perform all of the duties of Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Section 9 Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section and Sections 10.03 and 10.13 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 (i) while the retiring Administrative Agent was acting as Administrative Agent and (ii) after such resignation for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving 30 days’ prior written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Requisite Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Requisite Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation (such 30-day period, the “Lender Appointment Period”), then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, selected from among the Lenders. In either case, such appointment shall be subject to the prior written approval of the Borrower (which approval may not be unreasonably withheld and shall not be required upon the occurrence and during the continuance of an Event of Default). In addition and without any obligation on the part of the retiring Administrative Agent to appoint, on behalf of the Lenders and the Issuers, a successor Administrative Agent, the retiring Administrative Agent may at any time upon or after the end of the Lender Appointment Period notify the Borrower and the Lenders and the Issuers that no qualifying Person has accepted appointment as successor Administrative Agent and the effective date of such retiring Administrative Agent’s resignation (which effective date shall be no earlier than three Business Days after the date of such notice). Upon the resignation effective date established in such notice and regardless of whether a successor Administrative Agent has been appointed and accepted such appointment and the Borrower has approved such successor Administrative Agent, the retiring Administrative Agent’s resignation shall nonetheless become effective and (i) the retiring Administrative Agent shall be discharged from its duties and obligations as Administrative Agent upon 30 days’ notice hereunder and under the other Loan Documents and (ii) all payments, communications and determinations provided to Lenders and Borrower. If be made by, to or through the Administrative Agent shall resign instead be made by or to each Lender and each Issuer directly, until such time as the Requisite Lenders appoint a successor Administrative Agent as provided for above in this paragraph. Upon the acceptance of any appointment as Administrative Agent by a successor Administrative Agent, such successor Administrative Agent shall succeed to, and become vested with, all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among Lenders a successor agent for Lenders, which successor agent shall (unless an Event of Default under Section 8.01(a), Section 8.01(b) or Section 8.01(i) with respect . Prior to Borrower shall have occurred and be continuing) be subject to approval by Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and Lenders shall assume and perform all of the duties of Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents. After such resignation, the retiring Administrative Agent shall continue to have the benefit of this Section 9 shall inure to its benefit Article X as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. After the retiring Any resignation pursuant to this Section 10.7 (Successor Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section and Sections 10.03 and 10.13 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 (i) while the retiring Administrative Agent was a Person acting as Administrative Agent shall, unless such Person shall notify the Borrower and the Lenders and the Issuers otherwise, also act to relieve such Person and its Affiliates of any obligation to advance or issue new, or extend existing, Swing Loans or Letters of Credit where such advance, issuance or extension is to occur on or after the effective date of such resignation. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuer and Swing Lender, (ii) after such resignation for as long as any the retiring Issuer and Swing Lender shall be discharged from all of them continues to act in any capacity their respective duties and obligations hereunder or under the other Loan Documents, including (iii) the successor Swing Lender shall enter into an Assignment and Acceptance and acquire from the retiring Swing Lender each outstanding Swing Loan of such retiring Swing Lender for a purchase price equal to par plus accrued interest and (iv) the successor Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Issuer to effectively assume the obligations of the retiring Issuer with respect to such Letters of Credit. In addition to the foregoing, if a Revolving Credit Lender becomes, and during the period it remains, a Defaulting Lender, any Issuer and/or any Swing Lender may, upon prior written notice to the Borrower and the Administrative Agent, resign as Issuer or Swing Lender, respectively, effective at the close of business New York time on a date specified in such notice (which date may not be less than 30 days after the date of such notice); provided, that such resignation by any such Issuer will have no effect on the validity or enforceability of any Letter of Credit then outstanding or on the obligations of the Borrower or any Lender under this Agreement with respect to any such outstanding Letter of Credit or otherwise to such Issuer; and provided further, that such resignation by any such Swing Lender will have no effect on its rights in respect of any actions taken in connection outstanding Swing Loans or on the obligations of the Borrower or any Lender under this Agreement with transferring the agency respect to any successor Administrative Agentsuch outstanding Swing Loan.

Successor Administrative Agent. The Administrative Agent may may, and at the request of the Majority Lenders shall, resign as Administrative Agent upon 30 thirty (30) days’ notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and Agreement, the other Loan Documents, then the Required Majority Lenders shall appoint from among the Lenders a successor agent representative for the Lenders. If no successor representative is appointed prior to the effective date of the resignation of the Administrative Agent, which the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor agent shall (unless an Event representative from among the Lenders. Upon the acceptance of Default under Section 8.01(a)its appointment as successor representative hereunder, Section 8.01(b) or Section 8.01(i) with respect to Borrower shall have occurred and be continuing) be subject to approval by Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent representative shall succeed to all the rights, powers and duties of the retiring Administrative Agent, Agent and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, representative and the former retiring Administrative Agent’s rightsappointment, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and Lenders shall assume and perform all of the duties of Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 9 Article VIII and Sections 9.4 and 9.10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and Agreement. If no successor representative has accepted appointment as Administrative Agent by the other Loan Documents. After date which is thirty (30) days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Majority Lenders appoint a successor representative as provided for above. Upon resignation, the Administrative Agent shall execute and deliver such assignments and take such other actions as the Lenders shall reasonably request in order to transfer and assign its rights and interests under the other Loan Documents, Collateral Documents to the provisions of this Section Lenders or any successor representative appointed by the Lenders; provided that any costs and Sections 10.03 and 10.13 shall continue in effect for expenses incurred by the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them (i) while the retiring Administrative Agent was acting as Administrative Agent and (ii) after in taking such resignation for as long as any of them continues to act actions shall be reimbursed in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection accordance with transferring the agency to any successor Administrative AgentSection 9.4(a).

Successor Administrative Agent. (a) Administrative Agent shall have the right to resign at any time by giving prior written notice thereof to Lenders and Borrower and Administrative Agent may resign be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to Borrower and Administrative Agent and signed by Requisite Lenders. Administrative Agent shall have the right to appoint a financial institution to act as Administrative Agent upon 30 days’ notice hereunder, subject to Lenders and Borrower. If Administrative Agent shall resign as Administrative Agent under this Agreement the reasonable satisfaction of Borrower and the other Loan Documents, then the Required Lenders shall appoint from among Lenders a successor agent for Requisite Lenders, which successor agent shall (unless an Event of Default under Section 8.01(a), Section 8.01(b) or Section 8.01(i) with respect to Borrower shall have occurred and be continuing) be subject to approval by Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effectiveeffective on the earlier of (i) the acceptance of such successor Administrative Agent by Borrower and the Requisite Lenders or (ii) the thirtieth day after such notice of resignation. Upon any such notice of resignation or any such removal, and if a successor Administrative Agent has not already been appointed by the retiring Administrative Agent, Requisite Lenders shall assume have the right, upon five Business Days’ notice to Borrower, to appoint a successor Administrative Agent. If neither Requisite Lenders nor Administrative Agent have appointed a successor Administrative Agent, Requisite Lenders shall be deemed to have succeeded to and perform become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent and the retiring or removed Administrative Agent shall promptly transfer to such successor Administrative Agent all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent hereunder until under the Credit Documents, whereupon such time, if any, as the Required Lenders appoint a successor agent as provided for aboveretiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring or removed Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section and Sections 10.03 and 10.13 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 (i) while the retiring Administrative Agent was acting as Administrative Agent and (ii) after such resignation for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Administrative Agenthereunder.

Successor Administrative Agent. Administrative Agent may resign as Administrative Agent upon 30 thirty (30) days’ notice to Lenders and BorrowerBorrowers. If Administrative Agent shall resign Additionally, if the Person serving as Administrative Agent is a Defaulting Lender, commits gross negligence or willful misconduct in exercising its rights and obligations hereunder or under this Agreement and any of the other Loan Documents, then or is no longer an Arranger hereunder, the Required Lenders shall may, to the extent permitted by applicable law, by notice in writing to Borrowers and such Person, remove such Person as Administrative Agent. If Administrative Agent resigns or is so removed by the Required Lenders under this Agreement, the Required Lenders shall, (i) within thirty (30) days after receipt of Administrative Agent’s notice of resignation or (ii) within five Business Days of the removal of Administrative Agent, as applicable, appoint from among Lenders a successor administrative agent for Lenders, which successor administrative agent shall (unless an Event be consented to by Borrowers at all times other than during the existence of a Default under Section 8.01(a), Section 8.01(b) or Section 8.01(i) with respect to Borrower shall have occurred and be continuing) be subject to approval by Borrower (which approval consent of Borrowers shall not be unreasonably withheld or delayed). Upon the acceptance by the successor administrative agent of its appointment as successor administrative agent hereunder, whereupon the retiring Administrative Agent’s resignation or removal, as applicable, shall be effective, such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, Agent and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approvaladministrative agent, and the former retiring Administrative Agent’s rightsappointment, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor administrative agent has accepted appointment as Administrative Agent by the date that which is 30 thirty (30) days following a retiring Administrative Agent’s notice of resignation, or on or before the removal day specified by Required Lenders in their removal notice to Administrative Agent and Borrowers, whichever applies, then the Lender other than the retiring Administrative Agent holding the largest Commitment shall automatically become the successor administrative agent; it being understood and agreed that the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and Lenders shall assume and perform all of the duties of Administrative Agent hereunder until such time, if anyor removal, as applicable, shall in all instances become effective upon such thirtieth (30th) day, or upon the removal day set forth in Required Lenders appoint a successor agent as provided for aboveLenders’ removal notice, whichever applies. After the effective date any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Section 9 Article VIII and other applicable Sections of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section and Sections 10.03 and 10.13 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 (i) while the retiring Administrative Agent was acting as Administrative Agent and (ii) after such resignation for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Administrative AgentAgreement.

Successor Administrative Agent. Administrative Agent may may, and at the request of the Requisite Lenders shall, resign as Administrative Agent upon 30 days’ notice to Lenders and BorrowerLenders. If Administrative Agent shall resign as Administrative Agent resigns under this Agreement and Agreement, the other Loan Documents, then the Required Requisite Lenders shall appoint from among Lenders a successor administrative agent for Lenders, Lenders which successor administrative agent shall (unless an Event be approved by Borrower. If no successor administrative agent is appointed prior to the effective date of Default under Section 8.01(a)the resignation of Administrative Agent, Section 8.01(b) or Section 8.01(i) Administrative Agent may appoint, after consulting with respect to Borrower shall have occurred Lenders and be continuing) be subject to approval by Borrower (which approval shall not be unreasonably withheld or delayed)Borrower, whereupon a successor administrative agent from among Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, Agent and the term “Administrative Agent” shall mean such successor administrative agent effective upon such appointment and approval, and the former retiring Administrative Agent’s rightsappointment, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and Lenders shall assume and perform all of the duties of Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 9 10 and Sections 11.03, 11.11 and 11.13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the other Loan Documents. After date which is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation hereunder shall nevertheless thereupon become effective and under Lenders shall perform all of the other Loan Documents, the provisions duties of this Section and Sections 10.03 and 10.13 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 (i) while the retiring Administrative Agent was acting hereunder until such time, if any, as the Requisite Lenders appoint a successor agent as provided for above. Notwithstanding the foregoing, however, Bank of America may not be removed as Administrative Agent at the request of the Requisite Lenders unless Bank of America shall also simultaneously be replaced as “Issuing Lender” hereunder pursuant to documentation in form and (ii) after such resignation for as long as any substance reasonably satisfactory to Bank of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Administrative AgentAmerica.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8.01(a), Section 8.01(b9(a) or Section 8.01(i9(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. The Syndication Agent may, at any time, by notice to the Lenders and the Administrative Agent, resign as Syndication Agent hereunder, whereupon the duties, rights, obligations and responsibilities of the Syndication Agent hereunder shall automatically be assumed by, and inure to the benefit of, the Administrative Agent, without any further act by the Syndication Agent, the Administrative Agent or any Lender. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 9 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section and Sections 10.03 and 10.13 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 (i) while the retiring Administrative Agent was acting as Administrative Agent and (ii) after such resignation for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

Successor Administrative Agent. Administrative Agent may may, and at the request of Requisite Lenders shall, resign as Administrative Agent upon 30 days’ ' notice to Lenders and BorrowerLenders. If Administrative Agent shall resign as Administrative Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Requisite Lenders shall appoint from among Lenders a successor administrative agent for Lenders, Lenders which successor administrative agent shall be approved by Borrower. If no successor administrative agent is appointed prior to the effective date of the resignation of Administrative Agent, Administrative Agent may appoint, after consulting with Lenders and Borrower and upon approval of Borrower (unless other than at any time as there exists an Event of Default under Section 8.01(a), Section 8.01(bDefault) or Section 8.01(i) with respect to Borrower shall have occurred and be continuing) be subject to approval by Borrower (which approval shall will not be unreasonably withheld or delayed)withheld, whereupon a successor administrative agent from among Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, Agent and the term “"Administrative Agent” " shall mean such successor administrative agent effective upon such appointment and approval, and the former retiring Administrative Agent’s rights's appointment, powers and duties as Administrative Agent shall be terminated. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, without the provisions of this Section 9 and Sections --------- -------- 10.03 and 10.11 shall inure to its benefit as to any other actions taken or further act or deed on the part of such former omitted to ----- ----- be taken by it while it was Administrative Agent or any of the parties to under this Agreement or any holders of the LoansAgreement. If no successor administrative agent has accepted appointment as Administrative Agent (whether due to absence of Borrower approval or otherwise) by the date that which is 30 days following a retiring Administrative Agent’s 's notice of resignation, the retiring Administrative Agent’s 's resignation shall nevertheless thereupon become effective, effective and Lenders shall assume and perform all of the duties of Administrative Agent hereunder until such time, if any, as the Required Requisite Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation as Administrative AgentNotwithstanding the foregoing, the provisions however, Bank of this Section 9 shall inure to its benefit as to any actions taken or omitted to America may not be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section and Sections 10.03 and 10.13 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 (i) while the retiring Administrative Agent was acting removed as Administrative Agent at the request of Requisite Lenders unless Bank of America shall also simultaneously be replaced as "Issuing Lender" hereunder pursuant to documentation in form and (ii) after such resignation for as long as any substance reasonably satisfactory to Bank of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Administrative AgentAmerica.

Successor Administrative Agent. The Administrative Agent may resign as the Administrative Agent upon 30 thirty (30) days’ prior notice to the Lenders and the Parent Borrower. If the Administrative Agent shall resign as Administrative Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless be consented to by the Parent Borrower at all times other than during the existence of an Event of Default under Section 8.01(a), Section 8.01(b8.01(f) or Section 8.01(i) with respect to Borrower shall have occurred and be continuing) be subject to approval by Borrower (which approval consent of the Parent Borrower shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent, whereupon the Administrative Agent may appoint, after consulting with the Lenders and the Parent Borrower, a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, and the term “Administrative Agent” shall mean such successor administrative agent effective upon such appointment and approvaland/or supplemental administrative agent, as the case may be, and the former retiring Administrative Agent’s rightsappointment, powers and duties as the Administrative Agent shall be terminated. After the retiring Administrative Agent’s resignation hereunder as the Administrative Agent, without the provisions of this Article IX and Sections 10.04 and 10.05 shall inure to its benefit as to any other actions taken or further act or deed on omitted to be taken by it while it was the part of such former Administrative Agent or any of the parties to under this Agreement or any holders of the LoansAgreement. If no successor agent has accepted appointment as the Administrative Agent by the date that which is 30 thirty (30) days following a the retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfied, the Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents (if not already discharged therefrom as provided above in this Section 9.10). After any the retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Section 9 Article IX and Sections 10.04 and 10.05 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent. Any resignation by the Administrative Agent under this Agreement and the other Loan Documents. After the retiring as Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of Agent pursuant to this Section shall also constitute its resignation as a Swing Line Lender the L/C Issuer’s Resignation as L/C Issuer and Sections 10.03 and 10.13 shall continue in effect for its resignation as a Euro Fronting Revolving Lender. Upon the benefit acceptance of such retiring a successor’s appointment as Administrative AgentAgent hereunder, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them (i) while such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent was acting as Administrative Agent L/C Issuer, Swing Line Lender and a Euro Fronting Revolving Lender, (ii) after such resignation for as long as any the retiring L/C Issuer, Swing Line Lender and Euro Fronting Revolving Lender shall be discharged from all of them continues to act in any capacity their respective duties and obligations hereunder or under the other Loan Documents, including and (iii) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit issued by Citibank, N.A., if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer effectively to assume the obligations of the retiring L/C Issuer with respect to such Letters of any actions taken in connection with transferring the agency to any successor Administrative AgentCredit.

Successor Administrative Agent. (a) The Administrative ------------------------------ Agent may resign as the Administrative Agent upon 30 days’ ' notice to the Lenders and Borrowerthe appointment of a successor Administrative Agent as hereinafter set forth; provided that concurrently with such resignation the Administrative Agent -------- also resigns as the Administrative Agent for the Tranche B Agreement. If the Administrative Agent shall resign as the Administrative Agent under this Agreement and Agreement, the other Loan DocumentsDocuments and the Tranche B Agreement, then the Required Lenders shall appoint from among Lenders a successor agent for Lendersthen, which successor agent shall (unless an Event of Default under Section 8.01(a), Section 8.01(b) or Section 8.01(i) with respect to Borrower shall have occurred and be continuing) continuing (in which case, the Majority Lenders shall appoint a successor), the Borrower shall appoint from among the Lenders a successor Administrative Agent for the Lenders, which successor Administrative Agent shall be subject to approval approved by Borrower the Majority Lenders (which approval shall not be unreasonably withheld withheld). If no successor Administrative Agent shall have been so appointed by the Borrower (or delayed)in the case of an Event of Default, whereupon by the Majority Lenders) and such successor agent Administrative Agent has not accepted such appointment within 30 days after such resignation, then the resigning Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which successor Administrative Agent hereunder shall be either a Lender or, if none of the Lenders is willing to serve as successor Administrative Agent, a major international bank having combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, 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 agent Administrative Agent effective upon such appointment and approval, and the former Administrative Agent’s 's rights, powers and duties as the Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and Lenders shall assume and perform all of the duties of Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s 's resignation as the Administrative Agent, the provisions of this Section 9 10 shall inure to its benefit as to any actions taken or omitted ---------- to be taken by it while it was the Administrative Agent under this Agreement and the other Loan Documents. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section and Sections 10.03 and 10.13 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 (i) while the retiring Administrative Agent was acting as Administrative Agent and (ii) after such resignation for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

Successor Administrative Agent. Administrative Agent may may, and at the request of the Requisite Lenders shall, resign as Administrative Agent upon 30 days’ reasonable notice to Credit Facility Lenders and Borrower, effective upon acceptance of appointment by a successor Administrative Agent. If Administrative Agent shall resign as Administrative Agent under this Agreement and Agreement, the other Loan Documents, then the Required Requisite Lenders shall appoint from among Credit Facility Lenders a successor agent Administrative Agent for Credit Facility Lenders, which successor agent Administrative Agent shall (unless an Event of Default under Section 8.01(a), Section 8.01(b) or Section 8.01(i) with respect to Borrower shall have occurred and be continuing) be subject to approval approved by Borrower (which and such approval shall not be unreasonably withheld or delayed). If no successor Administrative Agent is appointed prior to the effective date of the resignation of Administrative Agent, whereupon Administrative Agent may appoint, after consulting with Credit Facility Lenders and Borrower, a successor Administrative Agent from among Credit Facility Lenders. Upon the acceptance of its appointment as successor Administrative Agent hereunder, such successor agent Administrative Agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, Agent and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, Administrative Agent and the former retiring Administrative Agent’s rightsappointment, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and Lenders shall assume and perform all of the duties of Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 9 13, and Section 12.3, shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement Agreement. Notwithstanding the foregoing, if (a) Administrative Agent has not been paid those fees referenced in Section 2.6.3 or has not been reimbursed for any expense reimbursable to it under Sections 12.2 or 12.3, in either case for a period of at least one (1) year and (b) no successor Administrative Agent has accepted appointment as Administrative Agent by the other Loan Documents. After date which is thirty (30) days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation hereunder shall nevertheless thereupon become effective and under Credit Facility Lenders shall perform all of the other Loan Documents, the provisions duties of this Section and Sections 10.03 and 10.13 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 (i) while the retiring Administrative Agent was acting hereunder until such time, if any, as the Requisite Lenders appoint a successor Administrative Agent and (ii) after such resignation as provided for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Administrative Agentabove.

Successor Administrative Agent. Administrative Agent may resign as Administrative Agent upon 30 at any time by giving not less than thirty (30) days’ ' prior written notice thereof to Lenders and BorrowerBorrower Representative. If Administrative Agent shall resign as Administrative Agent under this Agreement and Upon any such resignation, the other Loan Documents, then the Required Requisite Lenders shall have the right to appoint from among Lenders a successor agent for Lenders, which successor agent shall (unless an Event of Default under Section 8.01(a), Section 8.01(b) or Section 8.01(i) with respect to Borrower shall have occurred and be continuing) be subject to approval by Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent shall have been so appointed by the date that is 30 Requisite Lenders and shall have accepted such appointment within thirty (30) days following a retiring after the resigning Administrative Agent’s 's giving notice of resignation, then the retiring resigning Administrative Agent may, on behalf of Lenders, appoint a successor Administrative Agent’s , which shall be a Lender, if a Lender is willing to accept such appointment, or otherwise shall be a commercial bank or financial institution or a subsidiary of a commercial bank or financial institution if such commercial bank or financial institution is organized under the laws of the United States of America or of any State thereof and has a combined capital and surplus of at least $300,000,000. If no successor Administrative Agent has been appointed pursuant to the foregoing by the 30th day after the date such notice of resignation was given by the resigning Administrative Agent, such resignation shall nevertheless thereupon become effective, effective and the Requisite Lenders shall assume and thereafter perform all of the duties of Administrative Agent hereunder until such time, if any, as the Required Requisite Lenders appoint a successor agent Administrative Agent as provided for above. Any successor Administrative Agent appointed by the Requisite Lenders hereunder shall be subject to the approval of Borrower Representative, such approval not to be unreasonably withheld or delayed; provided, however, that such approval shall not be required if a Default or Event of Default shall have occurred and be continuing. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning Administrative Agent. Upon the earlier of the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent or the effective date of the resigning Administrative Agent's resignation, the resigning Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents, except that any indemnity rights or other rights in favor of such resigning Administrative Agent shall continue. After any retiring resigning Administrative Agent’s 's resignation as Administrative Agenthereunder, the provisions of this Section 9 3.7 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section and Sections 10.03 and 10.13 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 (i) while the retiring Administrative Agent was acting as Administrative Agent and (ii) after such resignation for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

Successor Administrative Agent. Administrative Agent may may, and at the request of the Required Lenders shall, resign as Administrative Agent upon 30 days’ ' notice to Lenders and Borrower. If Administrative Agent shall resign as Administrative Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among Lenders a successor administrative agent for Lenders, Lenders which successor administrative agent shall (unless an shall, so long as no Default or Event of Default under Section 8.01(a), Section 8.01(b) or Section 8.01(i) with respect to Borrower shall have occurred and be continuing) , be subject approved by Borrower. If no successor administrative agent is appointed prior to approval by Borrower (which approval shall not be unreasonably withheld or delayed)the effective date of the resignation of Administrative Agent, whereupon Administrative Agent may appoint, after consulting with Lenders and Borrower, a successor administrative agent from among Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, Agent and the term “"Administrative Agent” " shall mean such successor administrative agent effective upon such appointment and approval, and the former retiring Administrative Agent’s rights's appointment, powers and duties as Administrative Agent shall be terminated. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, without the provisions of this Section 9 and Sections 10.04 and 10.12 shall inure to its benefit as to any other actions taken or further act or deed on the part of such former omitted to be taken by it while it was Administrative Agent or any of the parties to under this Agreement or any holders of the LoansAgreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date that which is 30 days following a retiring Administrative Agent’s 's notice of resignation, the retiring Administrative Agent’s 's resignation shall nevertheless thereupon become effective, effective and Lenders shall assume and perform all of the duties of Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation as Administrative AgentNotwithstanding the foregoing, the provisions however, Bank of this Section 9 shall inure to its benefit as to any actions taken or omitted to America may not be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section and Sections 10.03 and 10.13 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 (i) while the retiring Administrative Agent was acting removed as Administrative Agent at the request of the Required Lenders unless Bank of America shall also simultaneously be replaced as "Issuing Lender" and (ii) after such resignation for as long as any "Swing Line Lender" hereunder pursuant to documentation in form and substance reasonably satisfactory to Bank of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Administrative AgentAmerica.

Successor Administrative Agent. Administrative Agent may resign as Administrative Agent upon 30 days’ days (10 days if an Event of Default has occurred and is continuing) prior written notice to the Lenders (unless such notice is waived by the Required Lenders) and BorrowerBorrowers (unless such notice is waived by Borrowers) and without any notice to the Bank Product Providers. If Administrative Agent shall resign as Administrative Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among Lenders a successor agent for Lendersbe entitled, which successor agent shall with (unless an so long as no Event of Default under Section 8.01(ahas occurred and is continuing) the consent of Borrowers (such consent not to be unreasonably withheld, delayed, or conditioned), Section 8.01(b) appoint a successor Administrative Agent for the Lenders (and the Bank Product Providers). If, at the time that Administrative Agent’s resignation is effective, it is acting as Issuing Bank or Section 8.01(i) with respect the Swing Lender, such resignation shall also operate to Borrower effectuate its resignation as Issuing Bank or the Swing Lender, as applicable, and it shall have occurred and automatically be continuing) be subject relieved of any further obligation to approval by Borrower (which approval shall not be unreasonably withheld issue Letters of Credit, or delayed), whereupon such to make Swing Loans. If no successor agent shall succeed Administrative Agent is appointed prior to the rights, powers and duties effective date of the resignation of Administrative Agent, Administrative Agent may appoint, after consulting with the Lenders and Borrowers, a successor Administrative Agent. If Administrative Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Administrative Agent with a successor Administrative Agent from among the Lenders with (so long as no Event of Default has occurred and is continuing) the consent of Borrowers (such consent not to be unreasonably withheld, delayed, or conditioned). In any such event, upon the acceptance of its appointment as successor Administrative Agent hereunder, such successor Administrative Agent shall succeed to all the rights, powers, and duties of the retiring Administrative Agent and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, Administrative Agent and the former retiring Administrative Agent’s rightsappointment, powers powers, and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and Lenders shall assume and perform all of the duties of Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 9 15 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and Agreement. If no successor Administrative Agent has accepted appointment as Administrative Agent by the other Loan Documents. After date which is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation hereunder shall nevertheless thereupon become effective and under the other Loan Documents, Lenders shall perform all of the provisions duties of this Section and Sections 10.03 and 10.13 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 (i) while the retiring Administrative Agent was acting hereunder until such time, if any, as the Lenders appoint a successor Administrative Agent and (ii) after such resignation as provided for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Administrative Agentabove.

Successor Administrative Agent. The Administrative Agent may may, and at the request of the Requisite Lenders shall, resign as Administrative Agent upon 30 days’ thirty days notice to the Lenders and Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and Agreement, the other Loan Documents, then the Required Requisite Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, which successor administrative agent shall (unless an Event of Default under Section 8.01(a), Section 8.01(b) or Section 8.01(i) with respect to Borrower shall have occurred and be continuing) be subject to approval approved by Borrower (which and such approval shall not be unreasonably withheld or delayedwithheld). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, whereupon the Administrative Agent may appoint, after consulting with the Lenders and Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, Agent and the term “"Administrative Agent” " shall mean such successor administrative agent effective upon such appointment and approval, and the former retiring Administrative Agent’s rights's appointment, powers and duties as Administrative Agent shall be terminated, without terminated (except for any other or further act or deed on the part of liabilities incurred prior to such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and Lenders shall assume and perform all of the duties of Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for abovetermination). After any retiring Administrative Agent’s 's resignation hereunder as Administrative Agent, the provisions of this Section 9 Article 10, and Sections 11.3, 11.11 and 11.23, shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement Agreement. If (a) the Administrative Agent has not been paid its agency fees under Section 3.6or has not been reimbursed for any expense reimbursable to it under Section 11.3, in either case for a period of at least one year and (b) no successor administrative agent has accepted appointment as Administrative Agent by the other Loan Documents. After date which is thirty days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent’s 's resignation hereunder shall nevertheless thereupon become effective and under the other Loan Documents, Lenders shall perform all of the provisions duties of this Section and Sections 10.03 and 10.13 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 (i) while the retiring Administrative Agent was acting hereunder until such time, if any, as Administrative Agent and (ii) after such resignation the Requisite Lenders appoint a successor administrative agent as provided for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Administrative Agentabove.

Successor Administrative Agent. Except as otherwise provided below, Bank One shall serve as Administrative Agent at all times during the term of this Facility. Bank One may resign as Administrative Agent upon 30 days’ notice to Lenders in the event (x) Bank One and Borrower shall mutually agree in writing or (y) an Event of Default shall occur and be continuing under the Loan Documents, or (z) Bank One shall determine, in its sole reasonable discretion, that because of its other banking relationships with Borrower and/or Borrower. If 's Affiliates at the time of such decision Bank One's resignation as Administrative Agent would be necessary in order to avoid creating an appearance of impropriety on the part of Bank One. Bank One shall also resign as Administrative Agent, within 30 days after receipt of a written request from the Required Lenders, if the Administrative Agent's Commitment, after giving effect to any assignments or reductions hereunder, is less than 5% of the then-current Aggregate Commitment. Bank One (or any successor Administrative Agent) may be removed as Administrative Agent under this Agreement and by written notice received by Administrative Agent from the other Loan DocumentsRequired Lenders at any time with cause (i.e., then a breach by Bank One (or any successor Administrative Agent) of its duties as Administrative Agent hereunder) or for gross negligence or willful misconduct. Upon any such resignation, the Required Lenders shall appoint from among Lenders have the right to appoint, on behalf of the Borrower and the Lenders, a successor agent for Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders within thirty days after the resigning Administrative Agent's giving notice of its intention to resign or receiving such a request to resign, then the resigning Administrative Agent shall, prior to the effective date of its resignation, appoint, on behalf of the Borrower and the Lenders, which a successor agent shall (unless an Event of Default under Section 8.01(a), Section 8.01(b) or Section 8.01(i) with respect to Borrower shall have occurred and be continuing) be subject to approval by Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of Administrative Agent, and the term “Administrative Agent” shall mean such . No successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of deemed to be appointed hereunder until such former successor Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted the appointment. Any such successor Administrative Agent shall be a commercial bank having capital and retained earnings of at least $500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by the date that is 30 days following a retiring successor Administrative Agent’s notice , such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of resignationthe resigning Administrative Agent. Upon the effectiveness of the resignation of the Administrative Agent, the retiring resigning Administrative Agent’s resignation Agent shall nevertheless thereupon become effective, be discharged from its duties and Lenders shall assume obligations hereunder and perform all under the Loan Documents. After the effectiveness of the duties resignation of Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation as an Administrative Agent, the provisions of this Section 9 Article XI shall inure to its continue in effect for the benefit as to of such Administrative Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent under this Agreement and the other Loan Documents. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section and Sections 10.03 and 10.13 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 (i) while the retiring Administrative Agent was acting as Administrative Agent and (ii) after such resignation for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 20 days’ ' notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8.01(a), Section 8.01(b8(a) or Section 8.01(i8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “"Administrative Agent” " shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s 's rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 20 days following a retiring Administrative Agent’s 's notice of resignation, the retiring Administrative Agent’s 's resignation shall nevertheless thereupon become effective, effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s 's resignation as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. After Upon the retiring Administrative Agent’s resignation hereunder and under effectiveness of the other Loan Documents, the provisions retirement of this Section and Sections 10.03 and 10.13 shall continue in effect for the benefit of such retiring any Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them (i) while the retiring Administrative Agent was acting as may, at its option (i) transfer the management of all then existing Tranche B-1 Credit Linked Accounts to the successor Administrative Agent and or (ii) after close all such resignation for as long as any Tranche B-1 Credit Linked Accounts upon the establishment of them continues to act in any capacity hereunder or under new Tranche B-1 Credit Linked Accounts with the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Administrative AgentAgent (and the successor Administrative Agent shall establish such new accounts) and transfer all amounts on deposit in such Tranche B-1 Credit Linked Accounts to such new accounts.

Successor Administrative Agent. Administrative Agent may resign as Administrative Agent upon 30 thirty (30) days’ notice to Lenders and BorrowerParent. If Administrative Agent shall resign as Administrative Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among the Lenders a successor agent for Lenders, which . If no successor agent shall (unless an Event is appointed prior to the effective date of Default under Section 8.01(a)the resignation of Administrative Agent, Section 8.01(b) or Section 8.01(i) Administrative Agent may appoint, after consulting with respect to Borrower shall have occurred Lenders and be continuing) be subject to approval Parent, a successor agent from among Lenders. Upon the acceptance by Borrower (which approval shall not be unreasonably withheld or delayed)the Lender so selected of its appointment as successor agent hereunder, whereupon such successor agent shall succeed to all of the rights, powers and duties of the retiring Administrative Agent, Agent and the term “Administrative Agent” as used herein and in the other Financing Agreements shall mean such successor agent effective upon such appointment and approval, and the former retiring Administrative Agent’s rightsappointment, powers and duties as Administrative Agent shall be terminated. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, without the provisions of this Section 12 shall inure to its benefit as to any other actions taken or further act or deed on the part of such former omitted by it while it was Administrative Agent or any of the parties to under this Agreement or any holders of the LoansAgreement. If no successor agent has accepted appointment as Administrative Agent by the date that which is 30 thirty (30) days following after the date of a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless nonetheless thereupon become effective, effective and Lenders shall assume and perform all of the duties of Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Any resignation by Administrative Agent’s Agent pursuant to this Section shall also constitute its resignation as Administrative Agent, Issuing Bank and Swing Line Lender. Upon the provisions acceptance of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. After the retiring Administrative Agenta successor’s resignation hereunder and under the other Loan Documents, the provisions of this Section and Sections 10.03 and 10.13 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 (i) while the retiring Administrative Agent was acting appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank and Swing Line Lender, (iib) after such resignation for as long as any the retiring Issuing Bank and Swing Line Lender shall be discharged from all of them continues to act in any capacity their respective duties and obligations hereunder or under the other Loan DocumentsFinancing Agreements, including and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of any actions taken in connection with transferring the agency to any successor Administrative AgentCredit.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 10 days’ notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8.01(a), Section 8.01(b9(a) or Section 8.01(i9(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Either Co-Syndication Agent may, at any time, by notice to the Lenders and the Administrative Agent, resign as a Co-Syndication Agent hereunder, whereupon the duties, rights, obligations and responsibilities of a Co-Syndication Agent hereunder shall automatically be assumed by, and inure to the benefit of, the non-resigning Co-Syndication Agent or, if there is only one Co-Syndication Agent, the Administrative Agent, without any further act by such Co-Syndication Agent, the Administrative Agent or any Lender. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 9 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section and Sections 10.03 and 10.13 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 (i) while the retiring Administrative Agent was acting as Administrative Agent and (ii) after such resignation for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ ' prior written notice to the Lenders, the Syndication Agent, the Issuing Lenders and the Swing Line Lender and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8.01(a), Section 8.01(b) or Section 8.01(i8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “"Administrative Agent” " shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s 's rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s 's notice of resignation, the retiring Administrative Agent’s 's resignation shall nevertheless thereupon nonetheless become effective, effective and the Required Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, time as the Required Lenders appoint a successor agent as provided for above. The Syndication Agent may, at any time, by notice to the Lenders and the Administrative Agent, resign as Syndication Agent hereunder, whereupon the duties, rights, obligations and responsibilities hereunder shall automatically be assumed by, and inure to the benefit of, the Administrative Agent, without any further act by the Syndication Agent, the Administrative Agent or any Lender. After any retiring Administrative Agent’s 's resignation as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative an Agent under this Agreement and the other Loan Documents. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section and Sections 10.03 and 10.13 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 (i) while the retiring Administrative Agent was acting as Administrative Agent and (ii) after such resignation for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

Successor Administrative Agent. The Administrative Agent may may, ------------------------------ and at the request of the Requisite Banks shall, resign as Administrative Agent upon 30 thirty days’ ' notice to Lenders the Banks and Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and Agreement, the other Loan Documents, then the Required Lenders Requisite Banks shall appoint from among Lenders the Banks a successor agent Administrative Agent for Lendersthe Banks, which successor agent Administrative Agent shall (unless an Event of Default under Section 8.01(a), Section 8.01(b) or Section 8.01(i) with respect to Borrower shall have occurred and be continuing) be subject to approval approved by Borrower (which and such approval shall not be unreasonably withheld or delayed), whereupon provided that, to -------- the extent required by applicable Gaming Laws, the incumbent Administrative Agent shall remain the collateral agent for the Creditors with respect to any collateral for which a lienholder must be qualified under such Gaming Laws until the new Administrative Agent can be so qualified (but the incumbent Administrative Agent shall be entitled to the indemnities and other protections provided to the Administrative Agent hereunder in such capacity). If no successor Administrative Agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Banks and the Borrower, a successor Administrative Agent from among the Banks. Upon the acceptance of its appointment as successor Administrative Agent hereunder, such successor agent Administrative Agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, Agent and the term “"Administrative Agent” " shall mean such successor agent effective upon such appointment and approval, Administrative Agent and the former retiring Administrative Agent’s rights's appointment, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and Lenders shall assume and perform all of the duties of Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s 's resignation hereunder as Administrative Agent, the provisions of this Section 9 Article 10, and Sections 11.3, 11.11 and 11.22, shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement Agreement. If (a) the Administrative Agent has not been paid its agency fees under Section 3.6 or has not been reimbursed for any expense reimbursable to it under Section 11.3, in either case for a period of at least one year and (b) no successor Administrative Agent has accepted appointment as Administrative Agent by the other Loan Documents. After date which is thirty days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent’s 's resignation hereunder shall nevertheless thereupon become effective and under the other Loan Documents, Banks shall perform all of the provisions duties of this Section and Sections 10.03 and 10.13 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 (i) while the retiring Administrative Agent was acting hereunder until such time, if any, as the Requisite Banks appoint a successor Administrative Agent and (ii) after such resignation as provided for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Administrative Agentabove.

Successor Administrative Agent. The Administrative Agent may may, and at the request of the Requisite Banks shall, resign as Administrative Agent upon 30 days’ thirty days notice to Lenders the Banks and Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and Agreement, the other Loan Documents, then the Required Lenders Requisite Banks shall appoint from among Lenders the Banks a successor administrative agent for Lendersthe Banks, which successor administrative agent shall (unless an Event of Default under Section 8.01(a), Section 8.01(b) or Section 8.01(i) with respect to Borrower shall have occurred and be continuing) be subject to approval approved by Borrower (which and such approval shall not be unreasonably withheld or delayedwithheld). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, whereupon the Administrative Agent may appoint, after consulting with the Banks and Borrower, a successor administrative agent from among the Banks. Upon the acceptance of its appointment as successor administrative agent hereunder, such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, Agent and the term “"Administrative Agent” " shall mean such successor administrative agent effective upon such appointment and approval, and the former retiring Administrative Agent’s rights's appointment, powers and duties as Administrative Agent shall be terminated, without terminated (except for any other or further act or deed on the part of liabilities incurred prior to such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and Lenders shall assume and perform all of the duties of Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for abovetermination). After any retiring Administrative Agent’s 's resignation hereunder as Administrative Agent, the provisions of this Section 9 Article 10, and Sections 11.3, 11.11 and 11.23, shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement Agreement. If (a) the Administrative Agent has not been paid its agency fees under Section 3.6 or has not been reimbursed for any expense reimbursable to it under Section 11.3, in either case for a period of at least one (1) year and (b) no successor administrative agent has accepted appointment as Administrative Agent by the other Loan Documents. After date which is thirty days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent’s 's resignation hereunder shall nevertheless thereupon become effective and under the other Loan Documents, Banks shall perform all of the provisions duties of this Section and Sections 10.03 and 10.13 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 (i) while the retiring Administrative Agent was acting hereunder until such time, if any, as Administrative Agent and (ii) after such resignation the Requisite Banks appoint a successor administrative agent as provided for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.above. 10.9

Successor Administrative Agent. Administrative Agent may resign as Administrative Agent upon 30 at any time by giving thirty days’ prior written notice thereof to Lenders and Borrower, and Administrative Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to Borrower and Administrative Agent and signed by Requisite Lenders. If Upon any such notice of resignation or any such removal, Requisite Lenders shall have the right, upon five Business Days’ notice to Borrower, to appoint a successor Administrative Agent. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall resign as thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent and the retiring or removed Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under this Agreement and the other Loan Credit Documents, then 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 Required Lenders shall appoint from among Lenders a assignment to such successor agent for Lenders, which successor agent shall (unless an Event Administrative Agent of Default the security interests created under Section 8.01(a), Section 8.01(b) or Section 8.01(i) with respect to Borrower shall have occurred and be continuing) be subject to approval by Borrower (which approval shall not be unreasonably withheld or delayed)the Collateral Documents, whereupon such successor agent shall succeed to the rights, powers and duties of Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as retiring or removed Administrative Agent shall be terminateddischarged from its duties and obligations hereunder. If the Requisite Lenders have not appointed a successor Administrative Agent, without any other or further act or deed on the part of such former Administrative Agent or any of shall have the parties right to this Agreement or any holders of the Loans. If no successor agent has accepted appointment appoint a financial institution to act as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignationhereunder and in any case, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effectiveeffective on the thirtieth day after such notice of resignation. If neither the Requisite Lenders nor Administrative Agent have appointed a successor Administrative Agent, and the Requisite Lenders shall assume be deemed to succeeded to and perform become vested with all the rights, powers, privileges and duties of the duties of retiring Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for aboveAgent. After any retiring or removed Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section and Sections 10.03 and 10.13 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 (i) while the retiring Administrative Agent was acting as Administrative Agent and (ii) after such resignation for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Administrative Agenthereunder.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 10 days’ notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8.01(a), Section 8.01(b7(a) or Section 8.01(i7(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. The Syndication Agent may, at any time, by notice to the Lenders and the Administrative Agent, resign as Syndication Agent hereunder, whereupon the duties, rights, obligations and responsibilities of the Syndication Agent hereunder shall automatically be assumed by, and inure to the benefit of, the Administrative Agent, without any further act by the Syndication Agent, the Administrative Agent or any Lender. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 9 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section and Sections 10.03 and 10.13 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 (i) while the retiring Administrative Agent was acting as Administrative Agent and (ii) after such resignation for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

Successor Administrative Agent. Administrative Agent may resign as Administrative Agent upon 30 at any time by giving not less than thirty (30) days’ ' prior written notice thereof to Lenders and Borrower. If Administrative Agent shall resign as Administrative Agent under this Agreement and Upon any such resignation, the other Loan Documents, then the Required Majority Lenders shall have the right to appoint from among Lenders a successor agent for Lenders, which successor agent shall (unless an Event of Default under Section 8.01(a), Section 8.01(b) or Section 8.01(i) with respect to Borrower shall have occurred and be continuing) be subject to approval by Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent shall have been so appointed by the date that is 30 Majority Lenders and shall have accepted such appointment within thirty (30) days following a retiring after the resigning Administrative Agent’s 's giving notice of resignation, then the retiring resigning Administrative Agent may, on behalf of Lenders, appoint a successor Administrative Agent’s , which shall be a Lender, if a Lender is willing to accept such appointment, or otherwise shall be a commercial bank or financial institution or a subsidiary of a commercial bank or financial institution if such commercial bank or financial institution is organized under the laws of the United States of America or of any State thereof and has a combined capital and surplus of at least $300,000,000. If no successor Administrative Agent has been appointed pursuant to the foregoing, within thirty (30) days after the date such notice of resignation was given by the resigning Administrative Agent, such resignation shall nevertheless thereupon become effective, effective and the Majority Lenders shall assume and thereafter perform all of the duties of Administrative Agent hereunder until such time, if any, as the Required Majority Lenders appoint a successor agent Administrative Agent as provided for above. Any successor Administrative Agent appointed by the Majority Lenders or Administrative Agent hereunder shall be subject to the approval of Borrower, such approval not to be unreasonably withheld or delayed; provided that such approval shall not be required if an Event of Default has occurred and is continuing. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning Administrative Agent. Upon the earlier of the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent or the effective date of the resigning Administrative Agent's resignation, the resigning Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Credit Loan Documents, except that any indemnity rights or other rights in favor of such resigning Administrative Agent shall continue. After any retiring resigning Administrative Agent’s 's resignation as Administrative Agenthereunder, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was acting as Administrative Agent under this Agreement and the other Loan Documents. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section and Sections 10.03 and 10.13 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 (i) while the retiring Administrative Agent was acting as Administrative Agent and (ii) after such resignation for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ notice to the Lenders and Borrowerthe Borrowers. If the Administrative Agent shall resign as Administrative Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, which successor administrative agent shall (unless be consented to by the Borrowers at all times other than during the existence of an Event of Default under Section 8.01(a), Section 8.01(b) or Section 8.01(i) with respect to Borrower shall have occurred and be continuing) be subject to approval by Borrower (which approval consent of the Borrowers shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, whereupon the Administrative Agent may appoint, after consulting with the Lenders and the Borrowers, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, the Person acting as such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, and the term “Administrative Agent” shall mean such successor administrative agent effective upon such appointment and approval, and the former retiring Administrative Agent’s rightsappointment, powers and duties as Administrative Agent (other than to continue to hold any Cash Collateral or Risk Participation Cash Collateral until such time as a successor administrative agent is appointed) shall be terminated, terminated without any other or further act or deed on the part of such former retiring Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and Lenders shall assume and perform all of the duties of Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for aboveother Lender. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article IX and Section 9 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the other Loan Documents. After date which is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation hereunder shall nevertheless thereupon become effective and under the other Loan Documents, Lenders shall perform all of the provisions duties of this Section and Sections 10.03 and 10.13 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 (i) while the retiring Administrative Agent was acting hereunder until such time, if any, as Administrative Agent and (ii) after such resignation the Required Lenders appoint a successor administrative agent as provided for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Administrative Agentabove.

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

Successor Administrative Agent. The Administrative Agent may resign as at any time by giving 10 days’ prior written notice thereof to the Lender Parties and the Borrower (provided that no Default has occurred and is continuing) and may be removed at any time with or without cause by the Required Lenders; provided, however that any removal of the Administrative Agent upon 30 days’ notice to Lenders will not be effective until it (or its Affiliate) has been replaced as an Issuing Bank and Borrowerreleased from all obligations in respect thereof. If Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan DocumentsUpon any such resignation or removal, then the Required Lenders shall have the right to appoint from among Lenders a successor agent for LendersAdministrative Agent, which successor agent shall (unless an Event of appointment shall, provided that no Default under Section 8.01(a), Section 8.01(b) or Section 8.01(i) with respect to Borrower shall have has occurred and be is continuing) , be subject to approval by Borrower (which approval shall the consent of the Borrower, such consent not to be unreasonably withheld or delayed). If no successor Administrative Agent shall have been so appointed by the Required Lenders, whereupon and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation or the Required Lenders’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lender Parties, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000 and which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor agent Administrative Agent shall succeed to and become vested with all the rights, powers powers, discretion, privileges and duties of the retiring Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as retiring Administrative Agent shall be terminated, without any other or further act or deed on discharged from its duties and obligations under the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the LoansLoan Documents. If no successor agent has accepted appointment as Administrative Agent by the date that within 45 days after written notice is 30 days following a retiring Administrative Agent’s notice given of resignation, the retiring Administrative Agent’s resignation or removal under this Section 8.06 no successor Administrative Agent shall nevertheless thereupon have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation or removal shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iii) the Required Lenders shall assume and thereafter perform all duties of the duties of retiring Administrative Agent hereunder under the Loan Documents until such time, if any, as the Required Lenders appoint a successor agent Administrative Agent as provided for above. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative AgentAgent shall have become effective, the provisions of this Section 9 Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent under this Agreement and the other Loan Documents. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section and Sections 10.03 and 10.13 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 (i) while the retiring Administrative Agent was acting as Administrative Agent and (ii) after such resignation for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Administrative AgentAgreement.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 10 days’ notice to the Lenders and Borrowerthe Cedar Fair LP. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among Lenders the Secured Parties a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8.01(a), Section 8.01(b9(a) or Section 8.01(i9(f) with respect to either Borrower shall have occurred and be continuing) be subject to approval by Borrower Cedar Fair LP (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. The Syndication Agent may, at any time, by notice to the Lenders and the Administrative Agent, resign as Syndication Agent hereunder, whereupon the duties, rights, obligations and responsibilities of the Syndication Agent hereunder shall automatically be assumed by, and inure to the benefit of, the Administrative Agent (or, if there is no Administrative Agent at such time, to the Lenders as contemplated by the preceding sentence), without any further act by the Syndication Agent, the Administrative Agent or any Lender. After any retiring Administrative Agent’s (or Syndication Agent’s) resignation as Administrative Agent (or Syndication Agent), the provisions of this Section 9 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent (or Syndication Agent) under this Agreement and the other Loan Documents. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section and Sections 10.03 and 10.13 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 (i) while the retiring Administrative Agent was acting as Administrative Agent and (ii) after such resignation for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

Successor Administrative Agent. Administrative Agent may resign as Administrative Agent upon 30 thirty (30) days’ ' notice to Lenders and BorrowerLenders. If Administrative Agent shall resign as Administrative Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among Lenders a successor administrative agent for Lenders, which successor administrative agent shall (unless be consented to by Borrower at all times other than during the existence of an Event of Default under Section 8.01(a), Section 8.01(b) or Section 8.01(i) with respect to (which consent of Borrower shall have occurred not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of Administrative Agent, Administrative Agent may appoint, after consulting with Lenders and be continuing) be subject to approval by with the consent of Borrower at all times other than during the existence of an Event of Default (which approval consent of Borrower shall not be unreasonably withheld or delayed), whereupon a successor administrative agent from among Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, the Person acting as such successor administrative agent shall succeed to all the rights, powers powers, and duties of the retiring Administrative Agent, and the term “"Administrative Agent” " shall mean such successor agent effective upon such appointment and approvaladministrative agent, and the former retiring Administrative Agent’s rights's appointment, powers powers, and duties as Administrative Agent shall be terminated, terminated without any other or further act or deed on the part of such former retiring Administrative Agent or any other Lender. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, the provisions of the parties this SECTION 12 and SECTION 11.10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement or any holders of the LoansAgreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date that which is 30 thirty (30) days following a retiring Administrative Agent’s 's notice of resignation, the retiring Administrative Agent’s 's resignation shall nevertheless thereupon become effective, effective and the Lenders shall assume and perform all of the duties of Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section and Sections 10.03 and 10.13 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 (i) while the retiring Administrative Agent was acting as Administrative Agent and (ii) after such resignation for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Administrative 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 and Borrower. If Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan DocumentsUpon receipt of any such notice, then the Required Lenders shall have the right to appoint from among Lenders a successor agent for Lendersto the Administrative Agent, which successor agent right shall be subject to the consent of Borrower (unless an such consent not to be unreasonably withheld) so long as no Event of Default under Section 8.01(a), Section 8.01(b) or Section 8.01(i) with respect to Borrower shall have has occurred and be is continuing) be subject to approval by Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has shall have been so appointed by the Required Lenders and shall have accepted such appointment as within 30 days after such retiring Administrative Agent by the date that is 30 days following a gives notice of its resignation, then such retiring Administrative Agent may, on behalf of the Lenders, appoint a successor to the Administrative Agent’s notice , which successor shall be a financial institution organized under the laws of resignationthe United States (or any State thereof) or a United States branch or agency of a financial institution; provided that if such retiring Administrative Agent is unable to find a financial institution which is willing to accept such appointment, the such retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent to the Administrative Agent with the approval of Borrower (which approval shall not be unreasonably withheld). Upon the acceptance of a successor’s appointment as provided for above. After any the Administrative Agent hereunder, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent and the retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 9 Agent shall inure to be discharged from its benefit as to any actions taken duties and obligations hereunder or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documentshereunder, the provisions of this Article VIII and Section and Sections 10.03 and 10.13 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties Affiliates in respect of any actions taken or omitted to be taken by any of them (i) while the retiring Administrative Agent it was acting as Administrative Agent and (ii) after such resignation for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

Successor Administrative Agent. The Administrative Agent may may, and at the request of the Required Lenders shall, resign as Administrative Agent upon 30 days’ ' notice to the Lenders and Borrowerthe Company. If the Administrative Agent shall resign as Administrative Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders. If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, which the Administrative Agent may appoint, after consulting with the Lenders and the Company, a successor administrative agent shall (unless an Event from among the Lenders. Upon the acceptance of Default under Section 8.01(a)its appointment as successor administrative agent hereunder, Section 8.01(b) or Section 8.01(i) with respect to Borrower shall have occurred and be continuing) be subject to approval by Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, Agent and the term “"Administrative Agent” " shall mean such successor administrative agent effective upon such appointment and approval, and the former retiring Administrative Agent’s rights's appointment, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and Lenders shall assume and perform all of the duties of Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s 's resignation hereunder as Administrative Agent, the provisions of this Section 9 13, Section 14.6 and Section 14.10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the other Loan Documents. After date which is 30 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent’s 's resignation hereunder shall nevertheless thereupon become effective and under the other Loan Documents, Lenders shall perform all of the provisions duties of this Section and Sections 10.03 and 10.13 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 (i) while the retiring Administrative Agent was acting hereunder until such time, if any, as the Required Lenders appoint a successor administrative agent as provided for above. Notwithstanding the foregoing, however, Bank of America shall not be required to resign as the Administrative Agent at the request of the Required Lenders unless Bank of America shall also simultaneously be replaced as "Issuer" and (ii) after such resignation for as long as any "Swing Line Lender" hereunder pursuant to documentation in form and substance reasonably satisfactory to Bank of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Administrative AgentAmerica.

Successor Administrative Agent. The Administrative Agent may may, and at the request of the Required Lenders shall, resign as Administrative Agent upon 30 days’ notice to Lenders and Borrowerthe Lenders. If the Administrative Agent shall resign as Administrative Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among Lenders a successor agent for Lendersshall, which successor agent shall with (unless an so long as no Event of Default under Section 8.01(a), Section 8.01(bexists) or Section 8.01(i) with respect to Borrower shall have occurred and be continuing) be subject to approval by Borrower the consent of the Company (which approval shall not be unreasonably withheld or delayed), whereupon appoint from among the Lenders a successor administrative agent for the Lenders. If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Company, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, Agent and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approvaladministrative agent, and the former retiring Administrative Agent’s rightsappointment, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and Lenders shall assume and perform all of the duties of Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 9 14 and Sections 15.6 and 15.13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the other Loan Documents. After date which is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation hereunder shall nevertheless thereupon become effective and under the other Loan Documents, Lenders shall perform all of the provisions duties of this Section and Sections 10.03 and 10.13 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 (i) while the retiring Administrative Agent was acting hereunder until such time, if any, as the Required Lenders appoint a successor administrative agent as provided for above. Notwithstanding the foregoing, however, Bank of America may not be removed as the Administrative Agent at the request of the Required Lenders unless Bank of America shall also simultaneously be replaced as an “Issuing Lender” and (ii) after such resignation for as long as any the “Swing Line Lender” hereunder pursuant to documentation in form and substance reasonably satisfactory to Bank of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Administrative AgentAmerica.

Successor Administrative Agent. (a) The Administrative Agent may resign as Administrative Agent upon at any time by giving 30 days’ prior written notice thereof to the Lenders and the Borrower Agent, and the Required Lenders may remove the Administrative Agent for any reason upon 20 days’ prior written notice to Lenders and Borrower. If the Administrative Agent shall resign as and the Borrower Agent, in each case whether or not a successor Administrative Agent under this Agreement and the other Loan Documentshas been appointed. Upon any such resignation or removal, then the Required Lenders shall have the right to appoint from among Lenders a successor agent for Lenders, which successor agent shall (unless an Event Administrative Agent with the approval of Default under Section 8.01(a), Section 8.01(b) or Section 8.01(i) with respect to the Borrower shall have occurred and be continuing) be subject to approval by Borrower Agent (which approval shall not be unreasonably withheld or delayeddelayed and not required if an Event of Default has occurred and is continuing), whereupon such successor agent shall succeed to the rights, powers and duties of Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a bank with an office in New York, New York or an Affiliate of any such bank. In either case (whether a resignation or a removal), such appointment shall be subject to the prior written approval of the Borrower Agent (which approval may not be unreasonably withheld and shall not be required while an Event of Default has accepted occurred and is continuing). Upon the acceptance of any appointment as Administrative Agent by the date that is 30 days following a retiring successor Administrative Agent’s notice , such successor Administrative Agent shall succeed to, and become vested with, all the rights, powers, privileges and duties of resignation, the retiring or removed Administrative Agent’s resignation shall nevertheless thereupon become effective, and Lenders shall assume and perform all . Upon the acceptance of the duties of appointment as Administrative Agent hereunder until such time, if any, as the Required Lenders appoint by a successor agent as provided for above. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken retiring or omitted to be taken by it while it was removed Administrative Agent shall be discharged from all of its duties and obligations under this Agreement and the other Loan Documents. After the retiring Prior to any Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Section and Sections 10.03 and 10.13 shall continue in effect for the benefit of such retiring as Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them (i) while the retiring or removed Administrative Agent was acting shall, in the event that a successor Administrative Agent is being appointed at the time of such resignation or removal, take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent and (ii) after under the Loan Documents. A retiring or removed Administrative Agent shall, in the event that a successor Administrative Agent is not appointed at the time of such resignation or removal, take all actions reasonably requested by the Borrower Agent or the Required Lenders (for as long as any a reasonable period of them continues time, not to act exceed 60 days) (including providing the Borrower Agent and the Required Lenders with a copy of the Register and other documents and information in any capacity hereunder the possession of the resigning or under removed Administrative Agent that is reasonably requested by the other Loan Documents, including in respect of any actions taken Required Lenders or the Borrower Agent) in connection with transferring (x) in the agency case of the Required Lenders, the Required Lenders’ performance of the duties and obligations of the Administrative Agent under the Loan Documents and (y) in the case of the Borrowers, the Borrowers’ obligation to any successor Administrative Agentmake payments directly to the Lenders and provide notices and information directly to the Lenders.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 10 days’ ' notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8.01(a), Section 8.01(b8(a) or Section 8.01(i8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “"Administrative Agent” " shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s 's rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 10 days following a retiring Administrative Agent’s 's notice of resignation, the retiring Administrative Agent’s 's resignation shall nevertheless thereupon become effective, effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. The Syndication Agent may, at any time, by notice to the Lenders and the Administrative Agent, resign as Syndication Agent hereunder, whereupon the duties, rights, obligations and responsibilities of the Syndication Agent hereunder shall automatically be assumed by, and inure to the benefit of, the Administrative Agent, without any further act by the Syndication Agent, the Administrative Agent or any Lender. After any retiring Administrative Agent’s 's resignation as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section and Sections 10.03 and 10.13 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 (i) while the retiring Administrative Agent was acting as Administrative Agent and (ii) after such resignation for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent at any time upon 30 days’ written notice to Lenders and Borrower. If Administrative Agent shall resign as Administrative Agent under this Agreement the Company and the other Loan DocumentsLenders. Upon any such notice of resignation, then the Required Lenders shall, with the prior written consent of the Company (which consent shall not be unreasonably withheld), have the right to appoint from among Lenders a successor agent for Lenders, which successor agent to the Administrative Agent (provided that the Company’s consent shall (unless an not be required in the event a Default or Event of Default under Section 8.01(a), Section 8.01(b) or Section 8.01(i) with respect to Borrower shall have occurred and be continuing). If no successor to the Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and after consulting with the Lenders and the Company, appoint a successor Administrative Agent, which shall be subject to approval a financial institution having a rating of not less than “A” or its equivalent by Borrower (which approval shall not be unreasonably withheld Standard & Poor’s Ratings Services or delayed)any of the Lenders. Upon the acceptance of any appointment as Administrative Agent by a successor Administrative Agent, whereupon such successor agent Administrative Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the retiring Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as retiring Administrative Agent shall be terminateddischarged from its duties and obligations hereunder and under the other Credit Documents. After any retiring Administrative Agent’s resignation as Administrative Agent, without the provisions of this Article shall inure to its benefit as to any other actions taken or further act or deed on the part of such former omitted to be taken by it while it was Administrative Agent or any of the parties to this Agreement or any holders of the LoansAgent. If no successor agent to the Administrative Agent has accepted appointment as Administrative Agent by the date that is 30 days thirtieth (30th) day following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and thereafter perform all of the duties of the Administrative Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor agent Administrative Agent as provided for above. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section and Sections 10.03 and 10.13 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 (i) while the retiring Administrative Agent was acting as Administrative Agent and (ii) after such resignation for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Administrative Agenthereinabove.

Successor Administrative Agent. The Administrative Agent may resign as the Administrative Agent upon 30 ten (10) days’ notice to the Lenders and BorrowerBorrower Representative. If the Administrative Agent shall resign as Administrative Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among the Lenders (or the affiliates thereof) a successor administrative agent for the Lenders, which successor administrative agent shall (unless an Event of Default under Section 8.01(a), Section 8.01(b) or Section 8.01(i) with respect to Borrower shall have has occurred and be is continuing) be subject to the approval by of the Borrower Representative (which approval shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, whereupon the Administrative Agent may appoint, after consulting with the Lenders, and, so long as no Default or Event of Default exists, the Borrower Representative, a successor administrative agent from among the Lenders (or the affiliates thereof). Upon the acceptance of its appointment as successor administrative agent hereunder, the Person acting as such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, Agent and the term “Administrative Agent” shall mean means such successor administrative agent effective upon such appointment and approval, and the former retiring Administrative Agent’s rightsappointment, powers and duties as Administrative Agent in such capacities shall be terminated, terminated without any other or further act or deed on its behalf. After any retiring Administrative Agent’s resignation hereunder as the part Administrative Agent, the provisions of such former this Article 11 and Sections 12.04 and 12.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent or any of the parties to under this Agreement or any holders of the LoansAgreement. If no successor administrative agent has accepted appointment as the Administrative Agent by the date that is 30 ten (10) days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section and Sections 10.03 and 10.13 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 (i) while the retiring Administrative Agent was acting as Administrative Agent and (ii) after such resignation for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

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

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ reasonable notice to the Lenders and BorrowerBorrower effective not earlier than thirty (30) days after such notice, upon acceptance of appointment by a successor Administrative Agent. If The Requisite Lenders or all other Lenders other than the Administrative Agent shall resign as Administrative Agent under this Agreement and may (with the other Loan Documentsprior consent, then the Required Lenders shall appoint from among Lenders a successor agent for Lendersnot to be unreasonably withheld or delayed, which successor agent shall (of Parent, unless an Event of Default under Section 8.01(a), Section 8.01(b) or Section 8.01(i) with respect to Borrower shall have occurred and be continuing) remove the Administrative Agent from its capacity as Administrative Agent in the event of the Administrative Agent’s willful misconduct or gross negligence. If the Administrative Agent shall resign or be subject to removed as Administrative Agent under this Agreement, the Requisite Lenders shall appoint from among the Lenders a successor Administrative Agent for the Lenders, which successor Administrative Agent shall require approval by Borrower Parent so long as no Default or Event of Default has occurred and is continuing (which and such approval shall not be unreasonably withheld or delayed). If no successor Administrative Agent is appointed prior to the effective date of the resignation of the Administrative Agent, whereupon the Administrative Agent may appoint, after consulting with the Lenders and, so long as no Default or Event of Default has occurred and is continuing, with the consent of Parent, a successor Administrative Agent from among the Lenders. Upon the acceptance of its appointment as successor Administrative Agent hereunder, such successor agent Administrative Agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, Agent and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, Administrative Agent and the former retiring Administrative Agent’s rightsappointment, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and Lenders shall assume and perform all of the duties of Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Section 9 Article 10, and Sections 11.3, 11.11 and 11.22, shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement Agreement. Notwithstanding the foregoing, if (a) the Administrative Agent has not been paid its administrative agency fees under the Fee Letter or has not been reimbursed for any expense reimbursable to it under Section 11.3, in either case for a period of at least one (1) year and (b) no successor Administrative Agent has accepted appointment as Administrative Agent by the other Loan Documents. After date which is thirty (30) days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation hereunder shall nevertheless thereupon become effective and under the other Loan Documents, Lenders shall perform all of the provisions duties of this Section and Sections 10.03 and 10.13 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 (i) while the retiring Administrative Agent was acting hereunder until such time, if any, as the Requisite Lenders appoint a successor Administrative Agent as provided for above. If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (e) of the definition of “Defaulting Lender”, the Requisite Lenders may, to the extent permitted by applicable laws, by notice in writing to Borrower and such Person, remove such Person as Administrative Agent and, in consultation with Borrower, appoint a successor, which shall be a bank with an office in the United States; provided that, without the consent of Borrower (iiwhich shall not be unreasonably withheld), the Requisite Lenders shall not be permitted to select a successor that is not a U.S. financial institution described in Treasury Regulation Section 1.1441-1(b)(2)(ii) after or a U.S. branch of a foreign bank described in Treasury Regulation Section 1.1441-1(b)(2)(iv)(A). If no such resignation for successor shall have been appointed by the Requisite Lenders and shall have accepted such appointment within thirty (30) days (or such earlier day as long as any shall be agreed by the Requisite Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date and the rights and responsibilities of them continues the Administrative Agent shall inure to act in any capacity hereunder or under and be performed by the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Administrative AgentRequisite Lenders pending such appointment and acceptance.

Successor Administrative Agent. The Administrative Agent may may, and at the request of the Required Lenders and/or the Issuing Banks shall, resign as Administrative Agent upon 30 days’ notice to the Participating Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders and/or the Issuing Banks shall appoint from among the Participating Lenders a successor agent for the Participating Lenders, which successor agent appointment shall be subject to the approval of the Borrower, such approval not to be unreasonably withheld (unless an a Default or Event of Default under Section 8.01(a), Section 8.01(b) or Section 8.01(i) with respect to Borrower shall have occurred and be continuing) be subject to approval by Borrower (, in which case such approval shall not be unreasonably withheld or delayedrequired). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent, whereupon the Administrative Agent may appoint, after consulting with the Participating Lenders and the Borrower, a successor agent from among the Participating Lenders. Upon the acceptance of its appointment as successor agent hereunder, such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, Agent and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approvalits appointment, and the former retiring Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and Lenders shall assume and perform all of the duties of Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 9 ARTICLE XII and Sections 15.04 and 15.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and Agreement. If no successor Administrative Agent has accepted the other Loan Documents. After appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation hereunder shall nevertheless thereupon become effective and under either the other Loan Documents, the provisions of this Section and Sections 10.03 and 10.13 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 Borrower or omitted to be taken by any of them (i) while the retiring Administrative Agent was acting as Administrative Agent and (ii) after such resignation for as long as any may, on behalf of them continues to act in any capacity hereunder or under the other Loan DocumentsParticipating Lenders, including in respect of any actions taken in connection with transferring the agency to any appoint a successor Administrative Agent, which shall be a commercial bank organized or licensed under the laws of the United States or of any State thereof and having a combined capital and surplus of at least U.S.$400,000,000.

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

Successor Administrative Agent. Administrative Agent may resign as Administrative Agent upon 30 days’ at any time give notice of its resignation to Lenders and Borrower. If Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan DocumentsUpon receipt of any such notice of resignation, then the Required Lead Lenders shall appoint from among Lenders a successor agent for Lendershave the right, which successor agent shall in consultation with Borrower (unless an so long as no Event of Default under Section 8.01(aexists), Section 8.01(b) or Section 8.01(i) with respect to Borrower shall have occurred and be continuing) be subject to approval by Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such appoint a successor agent shall succeed to the rights, powers and duties of Administrative Agent, and . Upon the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agentacceptance of a successor’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by hereunder and notice of such acceptance to the date that is 30 days following a retiring Administrative Agent’s notice , such successor shall succeed to and become vested with all of resignationthe rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, immediately effective and Lenders shall assume and perform all of the duties of Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. After the retiring Administrative Agent’s resignation Agent shall be discharged from all of its duties and obligations hereunder and under the other Loan DocumentsFinancing Documents (if such resignation was not already effective and such duties and obligations not already discharged, as provided below in this paragraph). Until such time as the Lead Lenders appoint a successor Administrative Agent as provided for above in this Section 10.12, all payments, communications and determinations required to be made by, to or through Administrative Agent shall instead be made by or to each Lender directly. The fees payable by Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between Borrower and such successor. If no such successor shall have been so appointed by Lead Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of Lenders (but without any obligation) appoint a successor Administrative Agent. From and following the expiration of such thirty (30) day period, Administrative Agent shall have the exclusive right, upon one (1) Business Days’ notice to Borrower and Lenders, to make its resignation effective immediately. From and following the effectiveness of such notice, (i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Financing Documents and (ii) all payments, communications and determinations provided to be made by, to or through Administrative Agent shall instead be made by or to each Lender directly, until such time as Lead Lenders appoint a successor Administrative Agent as provided for above in this paragraph. The provisions of this Section and Sections 10.03 and 10.13 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 (i) while the retiring Administrative Agent was acting or was continuing to act as Administrative Agent and (ii) after such resignation for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any Agent. Any successor Administrative AgentAgent shall provide the applicable documentation described in Section 2.13(f)(iii) to the Borrower on or prior to the date on which it becomes an Administrative Agent hereunder.

Successor Administrative Agent. The Administrative Agent may may, and at the request of the Requisite Lenders shall, resign as Administrative Agent upon 30 days’ reasonable notice to the Lenders and BorrowerBorrowers effective upon acceptance of appointment by a successor Administrative Agent. If the Administrative Agent shall resign as Administrative Agent under this Agreement and Agreement, the other Loan Documents, then the Required Requisite Lenders shall appoint from among the Lenders a successor agent Administrative Agent for the Lenders, which successor agent Administrative Agent shall be approved by Borrowers (unless an Event of Default under Section 8.01(a), Section 8.01(b) or Section 8.01(i) with respect to Borrower shall have occurred and be continuing) be subject to approval by Borrower (which such approval shall not be unreasonably withheld or delayed). If no successor Administrative Agent is appointed prior to the effective date of the resignation of the Administrative Agent, whereupon the Administrative Agent may appoint, after consulting with the Lenders and the Borrowers, a successor Administrative Agent from among the Lenders. Upon the acceptance of its appointment as successor Administrative Agent hereunder, such successor agent Administrative Agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, Agent and the term “"Administrative Agent” " shall mean such successor agent effective upon such appointment and approval, Administrative Agent and the former retiring Administrative Agent’s rights's appointment, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and Lenders shall assume and perform all of the duties of Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s 's resignation hereunder as Administrative Agent, the provisions of this Section 9 ARTICLE 13, and Sections 14.3, 14.11 and 14.22, shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement Agreement. Notwithstanding the foregoing, if (a) the Administrative Agent has not been paid its agency fees under Section 3.6 or has not been reimbursed for any expense reimbursable to it under Section 14.3, in either case for a period of at least one (1) year and (b) no successor Administrative Agent has accepted appointment as Administrative Agent by the other Loan Documents. After date which is thirty (30) days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent’s 's resignation hereunder shall nevertheless thereupon become effective and under the other Loan Documents, Lenders shall perform all of the provisions duties of this Section and Sections 10.03 and 10.13 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 (i) while the retiring Administrative Agent was acting hereunder until such time, if any, as the Requisite Lenders appoint a successor Administrative Agent and (ii) after such resignation as provided for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Administrative Agentabove.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 10 days’ ' notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8.01(a), Section 8.01(b7(a) or Section 8.01(i7(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “"Administrative Agent” " shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s 's rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 10 days following a retiring Administrative Agent’s 's notice of resignation, the retiring Administrative Agent’s 's resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s 's resignation as Administrative Agent, the provisions of this Section 9 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. After Upon the retiring Administrative Agent’s resignation hereunder and under effectiveness of the other Loan Documents, retirement of the provisions of this Section and Sections 10.03 and 10.13 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 (i) while the retiring Administrative Agent was acting as may, at its option (i) transfer the management of the Credit-Linked Account to the successor Administrative Agent and or (ii) after such resignation for as long as any close the Credit-Linked Account upon the establishment of them continues to act in any capacity hereunder or under a new Credit-Linked Account with the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Administrative AgentAgent (and the successor Administrative Agent shall establish such new account) and transfer all amounts on deposit in the Credit-Linked Account to such new account.

Successor Administrative Agent. The Administrative Agent may resign as at any time by giving written notice thereof to the Lenders and the Borrower, such resignation to be effective upon the appointment of a successor Administrative Agent upon 30 days’ notice to Lenders and Borrower. If or, if no successor Administrative Agent shall resign as has been appointed, forty-five days after the retiring Administrative Agent under this Agreement and the other Loan Documentsgives notice of its intention to resign. Upon any such resignation or removal, then the Required Lenders shall appoint from among Lenders have the right to appoint, on behalf of the Borrower and the Lenders, a successor agent for Lenders, which successor agent shall (unless an Event of Default under Section 8.01(a), Section 8.01(b) or Section 8.01(i) with respect to Borrower shall have occurred and be continuing) be subject to approval by Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of Administrative Agent, and . If no successor Administrative Agent is so appointed by the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and Required Lenders within thirty days after the former resigning Administrative Agent’s rightsgiving notice of its intention to resign, powers then the resigning Administrative Agent may appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent; provided that in no event shall any such successor Administrative Agent be a Defaulting Lender. Notwithstanding the previous sentence, the Administrative Agent may at any time without the consent of the Borrower or any Lender appoint any of its Affiliates that is a commercial bank as a successor Administrative Agent hereunder. If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (e) of the definition thereof, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and such Person remove such Person as Administrative Agent and, in consultation with the Borrower, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. If the Administrative Agent has resigned or been removed and no successor Administrative Agent has been appointed, the Lenders may perform all the duties as of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent shall be terminated, without any other or further act or deed on the part of deemed to be appointed hereunder until such former successor Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted the appointment. Any such successor Administrative Agent shall be a commercial bank having capital and retained earnings of at least $100,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by the date that is 30 days following a retiring successor Administrative Agent’s notice , such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of resignationthe resigning or removed Administrative Agent. Upon the effectiveness of the resignation of the Administrative Agent, the retiring resigning Administrative Agent’s resignation Agent shall nevertheless thereupon become effective, be discharged from its duties and Lenders shall assume obligations hereunder and perform all under the Loan Documents. After the effectiveness of the duties resignation of Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation as an Administrative Agent, the provisions of this Section 9 Article X shall inure to its continue in effect for the benefit as to of such Administrative Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent under this Agreement and the other Loan Documents. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section and Sections 10.03 and 10.13 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 (i) while the retiring Administrative Agent was acting as Administrative Agent and (ii) after such resignation for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 10 days’ notice to the Lenders and BorrowerCedar Fair LP. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among Lenders the Secured Parties a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8.01(a), Section 8.01(b9(a) or Section 8.01(i9(f) with respect to any Borrower shall have occurred and be continuing) be subject to approval by Borrower Cedar Fair LP (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Any Co-Syndication Agent may, at any time, by notice to the Lenders and the Administrative Agent, resign as Co-Syndication Agent hereunder, whereupon the duties, rights, obligations and responsibilities of the Co-Syndication Agent hereunder shall automatically be assumed by, and inure to the benefit of, the remaining Co-Syndication Agents or if there are no remaining Co-Syndication Agents, the Administrative Agent (or, if there is no Administrative Agent at such time, to the Lenders as contemplated by the preceding sentence), without any further act by such Co-Syndication Agent, the Administrative Agent or any Lender. After any retiring Administrative Agent’s (or Co-Syndication Agent’s) resignation as Administrative Agent (or Co-Syndication Agent), the provisions of this Section 9 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent (or Co-Syndication Agent) under this Agreement and the other Loan Documents. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section and Sections 10.03 and 10.13 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 (i) while the retiring Administrative Agent was acting as Administrative Agent and (ii) after such resignation for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ at any time by giving written notice thereof to the Lenders and the Borrower. If , and the Administrative Agent shall resign as be deemed to have automatically resigned if it is no longer a Lender, such resignation in either case to be effective upon the appointment of a successor Administrative Agent under this Agreement and or, if no successor Administrative Agent has been appointed, 45 days after the other Loan Documentsretiring Administrative Agent gives notice of its intention to resign or ceases to be a Lender, then as the case may be. The Administrative Agent may be removed at any time with good cause by written notice received by the Administrative Agent from the Required Lenders, such removal to be effective on the date specified by the Required Lenders. Upon any such resignation or removal, the Required Lenders shall appoint from among Lenders have the right to appoint, on behalf of the Borrower and the Lenders, a successor agent for Lenders, which Administrative Agent. If no successor agent shall (unless an Event of Default under Section 8.01(a), Section 8.01(b) or Section 8.01(i) with respect to Borrower Administrative Agent shall have occurred and be continuing) be subject to approval been so appointed by Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of Administrative Agent, and Required Lenders within 30 days after the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former resigning Administrative Agent’s rightsgiving notice of its intention to resign, powers then the resigning Administrative Agent may appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent. If the Administrative Agent has resigned or been removed and no successor Administrative Agent has been appointed within 45 days, the Lenders shall perform all the duties as of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent shall be terminated, without any other or further act or deed on the part of deemed to be appointed hereunder until such former successor Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted the appointment. Any such successor Administrative Agent shall be a commercial bank (or a subsidiary thereof) having capital and retained earnings of at least $500,000,000, except that if the successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement shall apply only to the parent bank. Upon the acceptance of any appointment as Administrative Agent hereunder by the date that is 30 days following a retiring successor Administrative Agent’s notice , such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of resignationthe resigning or removed Administrative Agent. Upon the effectiveness of the resignation or removal of the Administrative Agent, the retiring resigning or removed Administrative Agent’s resignation Agent and the successor Administrative Agent shall nevertheless thereupon become effectivepro rate any agency fees, and Lenders the resigning or removed Administrative Agent shall assume be discharged from its duties and perform all obligations thereafter arising hereunder and under the Loan Documents. After the effectiveness of the duties resignation or removal of Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation as an Administrative Agent, the provisions of this Section 9 Article XI shall inure to its continue in effect for the benefit as to of such Administrative Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent under this Agreement and the other Loan Documents. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section and Sections 10.03 and 10.13 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 (i) while the retiring Administrative Agent was acting as Administrative Agent and (ii) after such resignation for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ at any time by giving notice thereof to Lenders the Banks, and the Borrower. If Administrative Agent Upon any such resignation, the Majority Banks shall resign as Administrative Agent under this Agreement and have the other Loan Documents, then the Required Lenders shall right to appoint from among Lenders a successor agent for LendersAdministrative Agent, which successor agent shall (unless an Administrative Agent, shall, provided no Event of Default under Section 8.01(a), Section 8.01(b) or Section 8.01(i) with respect to Borrower shall have has occurred and be is then continuing) , be subject to approval by Borrower (Borrower's approval, which approval shall not be unreasonably withheld or delayed). If no successor Administrative Agent shall have been so appointed by the Majority Banks and approved by the Borrower, whereupon and shall have accepted such appointment, within 30 days after the retiring Administrative Agent gives notice of resignation, then the retiring Administrative Agent may, on behalf of the Banks, appoint a successor Administrative Agent, which shall be the Administrative Agent who shall act until the Majority Banks shall appoint an Administrative Agent. Any appointment of a successor Administrative Agent by Majority Banks or the retiring Administrative Agent pursuant to the preceding sentence shall, provided no Event of Default has occurred and is then continuing, be subject to the Borrower's approval, which approval shall not be unreasonably withheld or delayed. Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor agent Administrative Agent, shall thereupon succeed to and become vested with all the rights, powers rights and duties of the retiring Administrative Agent, Agent and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as retiring Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, discharged from its duties and Lenders shall assume and perform all of the duties of Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for aboveobligations hereunder. After any retiring Administrative Agent’s 's resignation as Administrative Agenthereunder, the provisions of this Section 9 Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent. For gross negligence or willful misconduct, as determined by all the Banks (excluding for such determination Administrative Agent under this Agreement in its capacity as a Bank, if applicable), Administrative Agent may be removed at any time by giving at least thirty (30) Business Days prior written notice to Administrative Agent and Borrower. Such resignation or removal shall take effect upon the other Loan Documents. After the retiring acceptance of appointment by a successor Administrative Agent’s resignation hereunder and under the other Loan Documents, Agent in accordance with the provisions of this Section and Sections 10.03 and 10.13 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 (i) while the retiring Administrative Agent was acting as Administrative Agent and (ii) after such resignation for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent7.8.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ notice to Lenders and Borrowerthe Lenders; provided that any such resignation of Bank of America shall also constitute its resignation as Swing Line Lender. If the Administrative Agent shall resign as Administrative Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, which successor administrative agent shall (unless be consented to by the Company at all times other than during the existence of an Event of Default under Section 8.01(a), Section 8.01(b) or Section 8.01(i) with respect to Borrower shall have occurred and be continuing) be subject to approval by Borrower (which approval consent of the Company shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, whereupon the Administrative Agent may appoint, after consulting with the Lenders and the Company, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, the Person acting as such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, Agent and Swing Line Lender and the term respective terms “Administrative Agent” and “Swing Line Lender” shall mean such successor administrative agent effective upon such appointment and approval, swing line lender and the former retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated and the retiring Swing Line Lender’s rights, powers and duties as Administrative Agent such shall be terminated, without any other or further act or deed on the part of such former Administrative Agent retiring Swing Line Lender or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and Lenders shall assume and perform all of the duties of Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for aboveother Lender. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 9 Article IX and Sections 10.04 and 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the other Loan Documents. After date which is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation hereunder shall nevertheless thereupon become effective and under the other Loan Documents, Lenders shall perform all of the provisions duties of this Section and Sections 10.03 and 10.13 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 (i) while the retiring Administrative Agent was acting hereunder until such time, if any, as Administrative Agent and (ii) after such resignation the Required Lenders appoint a successor agent as provided for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Administrative Agentabove.

Successor Administrative Agent. Administrative Agent may may, and at the request of the Required Lenders shall, resign as Administrative Agent upon 30 thirty (30) days’ ' notice to Lenders and BorrowerLenders. If Administrative Agent shall resign as Administrative Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among the Lenders a successor administrative agent. If no successor administrative agent for is appointed prior to the effective date of the resignation of Administrative Agent, Administrative Agent may appoint, after consulting with the Lenders, which a successor administrative agent shall (unless that would qualify as an Event Eligible Assignee. Upon its acceptance of Default under Section 8.01(a)the appointment as successor administrative agent, Section 8.01(b) or Section 8.01(i) with respect to Borrower shall have occurred and be continuing) be subject to approval by Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to all of the rights, powers and duties of the retiring Administrative Agent, and the term “"Administrative Agent” ", shall mean such successor agent effective upon such appointment and approvalsuccessor, and the former Administrative Agent’s rightsappointment, powers and duties as of such retiring Administrative Agent shall be terminatedterminate. After any retiring Administrative Agent's resignation hereunder as administrative agent, without any other or further act or deed on the part provisions of such former this Agreement regarding payment of costs and expenses and indemnification of Administrative Agent shall inure to its benefit as to any actions that such retiring Administrative Agent took or any of the parties omitted to take while it was Administrative Agent under this Agreement or any holders of the LoansAgreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date that is 30 thirty (30) days following a retiring Administrative Agent’s 's notice of resignation, the retiring Administrative Agent’s 's resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor administrative agent in the manner set forth above. Upon replacement of Administrative Agent as provided in this Agreement, the former Administrative Agent shall promptly deliver to the new Administrative Agent an assignment of all beneficial interest in any collateral security for above. After the Loans, if any retiring (if before acquisition of title to any such collateral security), or a quitclaim deed to and assignment of any such property, if any (if after acquisition of any such collateral security) and copies of any books, records and documents related to the Loans to which the Lenders are entitled and which is then in the former Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section and Sections 10.03 and 10.13 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 (i) while the retiring Administrative Agent was acting as Administrative Agent and (ii) after such resignation for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent's possession.

Successor Administrative Agent. The Administrative Agent may resign as the Administrative Agent upon 30 ten (10) days’ notice to the Lenders and Borrowerthe Borrower Representative, provided that any such resignation by the Administrative Agent may also constitute its resignation as the L/C Issuer, Support Provider and Swingline Lender (if applicable). If the Administrative Agent shall resign as Administrative Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among the Lenders (or the Affiliates thereof) a successor administrative agent for the Lenders, which successor administrative agent shall (unless an Event of Default under Section 8.01(a), Section 8.01(b) or Section 8.01(i) with respect to Borrower shall have has occurred and be is continuing) be subject to the approval by of the Borrower Representative (which approval shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, whereupon the Administrative Agent may appoint, after consulting with the Lenders, a successor administrative agent from among the Lenders (or the Affiliates thereof). Upon the acceptance of its appointment as successor administrative agent hereunder, the Person acting as such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative AgentAgent (and Support Provider, L/C Issuer and Swingline Lender (if the retiring Administrative Agent desires to resign therefrom)) and the term respective terms “Administrative Agent”, “Support Provider”, “L/C Issuer” and “Swingline Lender” shall mean such successor agent effective upon such appointment administrative agent, Letter of Credit issuer, support provider, and approvalswingline lender, and the former retiring Administrative Agent’s rightsappointment, powers and duties as Administrative Agent in such capacities shall be terminated, terminated without any other or further act or deed on its behalf. After any retiring Administrative Agent’s resignation hereunder as the part Administrative Agent, the provisions of such former this Article 11 and Sections 12.04 and 12.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent or any of the parties to under this Agreement or any holders of while it was actively engaged in transferring its rights and obligations as Administrative Agent to the Loanssuccessor administrative agent. If no successor administrative agent has accepted appointment as the Administrative Agent by the date that is 30 ten (10) days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, effective and the Required Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor administrative agent as provided for above. After any retiring Administrative Agent’s resignation No Person may be removed from its capacity as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section and Sections 10.03 and 10.13 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 (i) while the retiring Administrative Agent was acting as Administrative Agent and (ii) after such resignation for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ ' notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8.01(a), Section 8.01(b9(a) or Section 8.01(i9(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “"Administrative Agent” " shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s 's rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s 's notice of resignation, the retiring Administrative Agent’s 's resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. The Syndication Agent may, at any time, by notice to the Lenders and the Administrative Agent, resign as Syndication Agent hereunder, whereupon the duties, rights, obligations and responsibilities of the Syndication Agent hereunder shall automatically be assumed by, and inure to the benefit of, the Administrative Agent, without any further act by the Syndication Agent, the Administrative Agent or any Lender. After any retiring Administrative Agent’s 's resignation as Administrative Agent, the provisions of this Section 9 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section and Sections 10.03 and 10.13 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 (i) while the retiring Administrative Agent was acting as Administrative Agent and (ii) after such resignation for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

Successor Administrative Agent. Administrative Agent may resign as Administrative Agent upon 30 days’ thirty (30) days (ten (10) days if an Event of Default has occurred and is continuing) prior written notice to the Lenders (unless such notice is waived by the Required Lenders) and BorrowerBorrowers (unless such notice is waived by Borrowers) and without any notice to the Bank Product Providers. If Administrative Agent shall resign as Administrative Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among Lenders a successor agent for Lendersbe entitled, which successor agent shall with (unless an so long as no Event of Default under Section 8.01(ahas occurred and is continuing) the consent of Borrowers (such consent not to be unreasonably withheld, delayed, or conditioned), Section 8.01(b) appoint a successor Administrative Agent for the Lenders (and the Bank Product Providers). If, at the time that Administrative Agent’s resignation is effective, it is acting as Issuing Bank or Section 8.01(i) with respect the Swing Lender, such resignation shall also operate to Borrower effectuate its resignation as Issuing Bank or the Swing Lender, as applicable, and it shall have occurred and automatically be continuing) be subject relieved of any further obligation to approval by Borrower (which approval shall not be unreasonably withheld issue Letters of Credit, or delayed), whereupon such to make Swing Loans. If no successor agent shall succeed Administrative Agent is appointed prior to the rights, powers and duties effective date of the resignation of Administrative Agent, Administrative Agent may appoint, after consulting with the Lenders and Borrowers, a successor Administrative Agent. If Administrative Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Administrative Agent with a successor Administrative Agent from among the Lenders with (so long as no Event of Default has occurred and is continuing) the consent of Borrowers (such consent not to be unreasonably withheld, delayed, or conditioned). In any such event, upon the acceptance of its appointment as successor Administrative Agent hereunder, such successor Administrative Agent shall succeed to all the rights, powers, and duties of the retiring Administrative Agent and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, Administrative Agent and the former retiring Administrative Agent’s rightsappointment, powers powers, and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and Lenders shall assume and perform all of the duties of Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 9 15 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and Agreement. If no successor Administrative Agent has accepted appointment as Administrative Agent by the other Loan Documents. After date which is thirty (30) days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation hereunder shall nevertheless thereupon become effective and under the other Loan Documents, Lenders shall perform all of the provisions duties of this Section and Sections 10.03 and 10.13 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 (i) while the retiring Administrative Agent was acting hereunder until such time, if any, as the Lenders appoint a successor Administrative Agent and (ii) after such resignation as provided for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Administrative Agentabove.

Successor Administrative Agent. The Administrative Agent may may, and at the request of the Requisite Banks shall, resign as Administrative Agent upon 30 thirty days’ ' notice to Lenders the Banks and Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and Agreement, the other Loan Documents, then the Required Lenders Requisite Banks shall appoint from among Lenders the Banks a successor agent Administrative Agent for Lendersthe Banks, which successor agent Administrative Agent shall (unless an Event of Default under Section 8.01(a), Section 8.01(b) or Section 8.01(i) with respect to Borrower shall have occurred and be continuing) be subject to approval approved by Borrower (which and such approval shall not be unreasonably withheld or delayed), whereupon provided that, to the extent required by applicable Gaming Laws, the incumbent Administrative Agent shall remain the collateral agent for the Creditors with respect to any collateral for which a lienholder must be qualified under such Gaming Laws until the new Administrative Agent can be so qualified (but the incumbent Administrative Agent shall be entitled to the indemnities and other protections provided to the Administrative Agent hereunder in such capacity). If no successor Administrative Agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Banks and the Borrower, a successor Administrative Agent from among the Banks. Upon the acceptance of its appointment as successor Administrative Agent hereunder, such successor agent Administrative Agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, Agent and the term “"Administrative Agent” " shall mean such successor agent effective upon such appointment and approval, Administrative Agent and the former retiring Administrative Agent’s rights's appointment, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and Lenders shall assume and perform all of the duties of Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s 's resignation hereunder as Administrative Agent, the provisions of this Section 9 Article 10, and Sections 11.3, 11.11 and 11.22, shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement Agreement. If (a) the Administrative Agent has not been paid its agency fees under Section 3.5 or has not been reimbursed for any expense reimbursable to it under Section 11.3, and (b) no successor Administrative Agent has accepted appointment as Administrative Agent by the other Loan Documents. After date which is thirty days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent’s 's resignation hereunder shall nevertheless thereupon become effective and under the other Loan Documents, Banks shall perform all of the provisions duties of this Section and Sections 10.03 and 10.13 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 (i) while the retiring Administrative Agent was acting hereunder until such time, if any, as the Requisite Banks appoint a successor Administrative Agent and (ii) after such resignation as provided for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Administrative Agentabove.

Successor Administrative Agent. Administrative Agent may resign as Administrative Agent upon 30 days’ at any time by giving written notice thereof to Lenders and Borrower. Administrative Agent may be removed by the Requisite Lenders if Administrative Agent (i) is found by a court of competent jurisdiction in a final, non-appealable judgment to have committed gross negligence or willful misconduct in the course of performing its duties hereunder or (ii) has become or is insolvent or has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment, such removal to be effective on the date specified by the Requisite Lenders. Upon any such resignation or removal, the Requisite Lenders (at no cost or expense to Borrower) shall have the right to appoint, on behalf of Borrower and Lenders, a successor Administrative Agent. If no successor Administrative Agent shall resign have been so appointed by the Requisite Lenders within thirty days after the resigning Administrative Agent’s giving notice of its intention to resign, then the resigning Administrative Agent shall appoint, on behalf of Borrower and Lenders, a successor Administrative Agent. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Upon the acceptance of any appointment as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among Lenders hereunder by a successor agent for LendersAdministrative Agent, which successor agent shall (unless an Event of Default under Section 8.01(a), Section 8.01(b) or Section 8.01(i) with respect to Borrower shall have occurred and be continuing) be subject to approval by Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent Administrative Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the resigning or removed Administrative Agent. Upon the effectiveness of the resignation or removal of Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as resigning or removed Administrative Agent shall be terminated, without any other or further act or deed on discharged from its duties and obligations thereafter arising hereunder and under the part of such former Administrative Agent or any Loan Documents. After the effectiveness of the parties to this Agreement resignation or any holders removal of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and Lenders shall assume and perform all of the duties of Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation as an Administrative Agent, the provisions of this Section 9 Article 13 shall inure to its continue in effect for the benefit as to of such Administrative Agent in respect of any actions taken or omitted to be taken by it while it was acting as Administrative Agent under this Agreement and the other Loan Documents. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents. Notwithstanding anything contained herein to the contrary, Administrative Agent may assign its rights and duties under the provisions of this Section and Sections 10.03 and 10.13 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 Loan Documents to be taken by any of them (i) while the retiring Administrative Agent was acting as Administrative Agent its affiliates by giving Borrower and (ii) after such resignation for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Administrative Agenteach Lender prior written notice.

Successor Administrative Agent. The Administrative Agent may may, ------------------------------ and at the request of the Requisite Lenders shall, resign as Administrative Agent upon 30 days’ reasonable notice to the Lenders and BorrowerBorrower effective upon acceptance of appointment by a successor Administrative Agent. If the Administrative Agent shall resign as Administrative Agent under this Agreement and Agreement, the other Loan Documents, then the Required Requisite Lenders shall appoint from among the Lenders a successor agent Administrative Agent for the Lenders, which successor agent Administrative Agent shall (unless an Event of Default under Section 8.01(a), Section 8.01(b) or Section 8.01(i) with respect to Borrower shall have occurred and be continuing) be subject to approval approved by Borrower (which and such approval shall not be unreasonably withheld or delayed). If no successor Administrative Agent is appointed prior to the effective date of the resignation of the Administrative Agent, whereupon the Administrative Agent may appoint, after consulting with the Lenders and Borrower, a successor Administrative Agent from among the Lenders. Upon the acceptance of its appointment as successor Administrative Agent hereunder, such successor agent Administrative Agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, Agent and the term “"Administrative Agent” " shall mean such successor agent effective upon such appointment and approval, Administrative Agent and the former retiring Administrative Agent’s rights's appointment, powers and duties as Administrative Agent shall be terminated. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, without the provisions of this Article 10, and Sections 11.3, ---------- ---- 11.11 and 11.22, shall inure to its benefit as to any other actions taken or further act or deed on the part of such former omitted ----- ----- to be taken by it while it was Administrative Agent under this Agreement. Notwithstanding the foregoing, if (a) the Administrative Agent has not been paid its agency fees under Section 3.5 or has not been reimbursed for any expense --- reimbursable to it under Section 11.3, in either case for a period of the parties to this Agreement or any holders of the Loans. If at least ---- one (1) year and (b) no successor agent Administrative Agent has accepted appointment as Administrative Agent by the date that which is 30 thirty (30) days following a retiring Administrative Agent’s 's notice of resignation, the retiring Administrative Agent’s 's resignation shall nevertheless thereupon become effective, effective and the Lenders shall assume and designate a Lender to receive all notices from Borrower during this period but all of the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Requisite Lenders appoint a successor agent Administrative Agent as provided for above. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section and Sections 10.03 and 10.13 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 (i) while the retiring Administrative Agent was acting as Administrative Agent and (ii) after such resignation for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

Successor Administrative Agent. Administrative Agent may resign as Administrative Agent upon 30 days’ ' written notice to Lenders and Borrower; provided that any such resignation by Bank of America shall also constitute its resignation as Administrative Agent in its capacity of issuer of Letters of Credit and provider of Swing Line Loans. If Administrative Agent shall resign as Administrative Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among Lenders a successor agent Administrative Agent for Lenders, which successor agent Administrative Agent shall (unless an Event of Default under Section 8.01(a), Section 8.01(b) or Section 8.01(i) with respect be consented to Borrower shall have occurred and be continuing) be subject to approval by Borrower at all times other than during the existence of a Default (which approval consent of Borrower shall not be unreasonably withheld or delayed). If no successor Administrative Agent is appointed prior to the effective date of the resignation of Administrative Agent, whereupon Administrative Agent may appoint, after consulting with Lenders and Borrower, a successor Administrative Agent from among Lenders. Upon the acceptance of its appointment as successor Administrative Agent hereunder, the Person acting as such successor agent Administrative Agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, Agent (including those in its capacity as issuer of Letters of Credit and provider of Swing Line Loans) and the term “"Administrative Agent” " shall mean such successor agent effective upon Administrative Agent in all such appointment and approval, capacities and the former retiring Administrative Agent’s rights's appointment, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former retiring Administrative Agent or any other Lender, other than the obligation of the parties successor Administrative Agent to this Agreement issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or any holders to make other arrangements satisfactory to the retiring Administrative Agent to effectively assume the obligations of the Loansretiring Administrative Agent with respect to such Letters of Credit. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, the provisions of this Article 9 and Sections 10.6 and 10.7 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor agent Administrative Agent has accepted appointment as Administrative Agent by the date that which is 30 days following a retiring Administrative Agent’s 's notice of resignation, the retiring Administrative Agent’s 's resignation shall nevertheless thereupon become effective, effective and Lenders shall assume and perform all of the duties of Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section and Sections 10.03 and 10.13 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 (i) while the retiring Administrative Agent was acting as Administrative Agent and (ii) after such resignation for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

Successor Administrative Agent. The Administrative Agent may may, and at the request of the Requisite Lenders shall, resign as Administrative Agent upon 30 days’ thirty days notice to Lenders the Lenders, Parent and Borrowerthe Borrowers. If the Administrative Agent shall resign resigns as Administrative Agent under this Agreement and Agreement, the other Loan Documents, then the Required Requisite Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, which successor administrative agent shall be approved by Parent and Borrowers (unless an Event of Default under Section 8.01(a), Section 8.01(b) or Section 8.01(i) with respect to Borrower shall have occurred and be continuing) be subject to approval by Borrower (which such approval shall not be unreasonably withheld or delayedwithheld). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, whereupon the Administrative Agent may appoint, after consulting with the Lenders, Parent and Borrowers, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, Agent and the term “"Administrative Agent” " shall mean such successor administrative agent effective upon such appointment and approval, and the former retiring Administrative Agent’s rights's appointment, powers and duties as Administrative Agent shall be terminated, without terminated (except for any other or further act or deed on the part of liabilities incurred prior to such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and Lenders shall assume and perform all of the duties of Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for abovetermination). After any retiring Administrative Agent’s 's resignation hereunder as Administrative Agent, the provisions of this Section 9 Article 10, and Sections 11.3, and 11.10, shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the other Loan Documents. After date which is thirty days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent’s 's resignation hereunder shall nevertheless thereupon become effective and under the other Loan Documents, Lenders shall perform all of the provisions duties of this Section and Sections 10.03 and 10.13 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 (i) while the retiring Administrative Agent was acting hereunder until such time, if any, as Administrative Agent and (ii) after such resignation the Requisite Lenders appoint a successor administrative agent as provided for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Administrative Agentabove.

Successor Administrative Agent. The Administrative Agent may may, and at the request of the Required Lenders shall, resign as Administrative Agent upon 30 days’ ' notice to Lenders and Borrowerthe Lenders. If the Administrative Agent shall resign as Administrative Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among Lenders a successor agent for Lenders(with, which successor agent shall (unless an so long as no Event of Default under Section 8.01(a)exists, Section 8.01(b) or Section 8.01(i) with respect to Borrower shall have occurred and be continuing) be subject to approval by Borrower (the consent of the Company, which approval shall not be unreasonably withheld or delayed)) shall appoint from among the Lenders a successor administrative agent for the Lenders. If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, whereupon the Administrative Agent may appoint, after consulting with the Lenders and the Company, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, Agent and the term “"Administrative Agent” " shall mean such successor administrative agent effective upon such appointment and approval, and the former retiring Administrative Agent’s rights's appointment, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and Lenders shall assume and perform all of the duties of Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s 's resignation hereunder as Administrative Agent, the provisions of this Section 9 ARTICLE X and SECTIONS 11.4 and 11.5 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the other Loan Documents. After date which is 30 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent’s 's resignation hereunder shall nevertheless thereupon become effective and under the other Loan Documents, Lenders shall perform all of the provisions duties of this Section and Sections 10.03 and 10.13 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 (i) while the retiring Administrative Agent was acting hereunder until such time, if any, as the Required Lenders appoint a successor administrative agent as provided for above. Notwithstanding the foregoing, however, BofA may not be removed as the Administrative Agent at the request of the Required Lenders unless BofA and (ii) after such resignation for any applicable Affiliate thereof shall also simultaneously be replaced as long "Swing Line Lender" and as any of them continues an "Issuing Lender" hereunder pursuant to act documentation in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency form and substance reasonably satisfactory to any successor Administrative Agent.BofA.

Successor Administrative Agent. Administrative Agent may may, and at the request of the Required Lenders as a result of Administrative Agent’s gross negligence or willful misconduct in performing its duties under this Agreement shall, resign as Administrative Agent upon 30 days’ notice to Lenders and BorrowerLenders. If Administrative Agent shall resign as Administrative Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among Lenders a successor administrative agent for Lenders, which successor administrative agent shall (unless an Event of Default under Section 8.01(a), Section 8.01(b) or Section 8.01(i) with respect be consented to Borrower shall have occurred and be continuing) be subject to approval by Borrower at all times other than during the existence of a Default (which approval consent of Borrower shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of Administrative Agent, whereupon Administrative Agent may appoint, after consulting with Lenders and Borrower, a successor administrative agent from among Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, Agent and the term “Administrative Agent” shall mean such successor administrative agent effective upon such appointment and approval, and the former retiring Administrative Agent’s rightsappointment, powers and duties as Administrative Agent shall be terminated. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, without the provisions of this Article 6 and other applicable Sections of this Agreement shall inure to its benefit as to any other actions taken or further act or deed on the part of such former omitted to be taken by it while it was Administrative Agent or any of the parties to under this Agreement or any holders of the LoansAgreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date that which is 30 thirty (30) days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, effective and Lenders shall assume and perform all of the duties of Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section and Sections 10.03 and 10.13 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 (i) while the retiring Administrative Agent was acting as Administrative Agent and (ii) after such resignation for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

Successor Administrative Agent. (a) The Administrative Agent may resign as Administrative Agent upon at any time by giving 30 days’ prior written notice thereof to Lenders the Lenders, the Issuing Bank and Borrower. If the Borrower Representative, whether or not a successor Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documentshas been appointed. Upon any such resignation, then the Required Lenders shall have the right, to appoint from among Lenders a successor agent for LendersAdministrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor Administrative Agent which successor agent shall be a bank with an office in New York, New York or an Affiliate of any such bank. In either case, such appointment shall be subject to the prior written approval of the Borrower Representative (unless which approval may not be unreasonably withheld and shall not be required while an Event of Default under Section 8.01(a), Section 8.01(b) or Section 8.01(i) with respect to Borrower shall have has occurred and be is continuing) be subject to approval by Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to . Upon the rights, powers and duties acceptance of Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by a successor Administrative Agent, such successor Administrative Agent shall succeed to and become vested with, all the date that is 30 days following a rights, powers, privileges and duties of the retiring Administrative Agent’s notice . Upon the acceptance of resignationappointment as Administrative Agent by a successor Administrative Agent, the retiring Administrative Agent’s resignation Agent shall nevertheless thereupon become effective, be discharged from its duties and Lenders shall assume and perform all of the duties of Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent obligations under this Agreement and the other Loan Documents. After the Prior to any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents. (b) Notwithstanding paragraph (a) of this Section, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders, the Issuing Bank and the Borrowers, whereupon, on the date of effectiveness of such resignation stated in such notice, (i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents; provided that, solely for purposes of maintaining any security interest granted to the provisions of this Section and Sections 10.03 and 10.13 shall continue in effect Administrative Agent under any Collateral Document for the benefit of such retiring Administrative Agentthe Secured Parties, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them (i) while the retiring Administrative Agent was acting shall continue to be vested with such security interest as collateral agent for the benefit of the Secured Parties and continue to be entitled to the rights set forth in such Collateral Document and Loan Document, and, in the case of any Collateral in the possession of the Administrative Agent, shall continue to hold such Collateral, in each case until such time as a successor Administrative Agent is appointed and accepts such appointment in accordance with this Section (it being understood and agreed that the retiring Administrative Agent shall have no duty or obligation to take any further action under any Collateral Document, including any action required to maintain the perfection of any such security interest), and (ii) after such resignation for as long as any the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of them continues the retiring Administrative Agent; provided that (A) all payments required to act in any capacity be made hereunder or under the any other Loan Documents, including in respect Document to the Administrative Agent for the account of any actions taken in connection with transferring the agency to any successor Administrative Agent.Person other than 118

Successor Administrative Agent. Administrative Agent may resign as Administrative Agent upon 30 at any time by giving thirty (30) days’ prior written notice to Lenders and Borrower. If The Required Lenders, for good cause, may remove Administrative Agent shall resign as at any time by giving thirty (30) days’ prior written notice to Administrative Agent under this Agreement Agent, Borrower and the other Loan DocumentsLenders. Upon any such resignation or removal, then the Required Lenders shall have the right to appoint from among Lenders a successor agent for Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders and accepted such appointment within fifteen (15) days after the retiring Administrative Agent’s giving notice of resignation or the Required Lenders’ giving notice of removal, as the case may be, then the retiring Administrative Agent may, after consulting with the Required Lenders, appoint, on behalf of Borrower and Lenders, a successor Administrative Agent. Each such successor Administrative Agent shall be a financial institution which successor agent shall (unless meets the requirements of an Eligible Assignee. Unless an Event of Default under Section 8.01(a), Section 8.01(b) or Section 8.01(i) with respect to Borrower shall have occurred and be continuing) , any successor Administrative Agent shall be subject reasonably acceptable to approval Borrower. Upon the acceptance of any appointment as Administrative Agent hereunder by Borrower (which approval shall not be unreasonably withheld or delayed)a successor Administrative Agent, whereupon such successor agent Administrative Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the retiring Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as retiring Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment discharged from its duties and obligations as Administrative Agent by hereunder and under the date other Credit Documents but not as to any duties or obligations as a Lender hereunder and under the other Credit Documents, provided that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and Lenders shall assume and perform all of the duties of Administrative Agent hereunder until is still such time, if any, as the Required Lenders appoint a successor agent as provided for aboveLender. After any retiring Administrative Agent’s resignation as Administrative Agenthereunder, the provisions of this Section 9 Article 11 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section and Sections 10.03 and 10.13 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 (i) while the retiring Administrative Agent was acting as Administrative Agent and (ii) after such hereunder. Anything herein to the contrary notwithstanding, no resignation for as long as any or removal of them continues to act in any capacity hereunder or under Administrative Agent shall be effective until the other Loan Documents, including in respect appointment of any actions taken in connection with transferring the agency to any a successor Administrative Agent, it being agreed that there shall be a duly appointed and acting Administrative Agent at all times during the Term.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent at any time upon 30 days’ written notice to Lenders and Borrower. If Administrative Agent shall resign as Administrative Agent under this Agreement the Borrower and the other Loan DocumentsLenders. Upon any such notice of resignation, then the Required Lenders shall, with the prior written consent of the Borrower (which consent shall not be unreasonably withheld), have the right to appoint from among Lenders a successor agent for Lenders, which successor agent to the Administrative Agent (provided that the Borrower’s consent shall (unless an not be required in the event a Default or Event of Default under Section 8.01(a), Section 8.01(b) or Section 8.01(i) with respect to Borrower shall have occurred and be continuing). If no successor to the Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and after consulting with the Lenders and the Borrower, appoint a successor Administrative Agent, which shall be subject to approval a financial institution having a rating of not less than “A” or its equivalent by Borrower (which approval shall not be unreasonably withheld Standard & Poor’s Ratings Services or delayed)any of the Lenders. Upon the acceptance of any appointment as Administrative Agent by a successor Administrative Agent, whereupon such successor agent Administrative Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the retiring Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as retiring Administrative Agent shall be terminateddischarged from its duties and obligations hereunder and under the other Credit Documents. After any retiring Administrative Agent’s resignation as Administrative Agent, without the provisions of this Article shall inure to its benefit as to any other actions taken or further act or deed on the part of such former omitted to be taken by it while it was Administrative Agent or any of the parties to this Agreement or any holders of the LoansAgent. If no successor agent to the Administrative Agent has accepted appointment as Administrative Agent by the date that is 30 days thirtieth (30th) day following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and thereafter perform all of the duties of the Administrative Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor agent Administrative Agent as provided for above. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section and Sections 10.03 and 10.13 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 (i) while the retiring Administrative Agent was acting as Administrative Agent and (ii) after such resignation for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Administrative Agenthereinabove.

Successor Administrative Agent. The Administrative Agent may be removed at the written direction of the Required Lenders to the extent the Administrative Agent is shown to be grossly negligent in the performance of its material obligations and/or duties hereunder or to have engaged in willful misconduct in the performance of such obligations and/or duties. The Administrative Agent may resign as Administrative Agent upon 30 thirty (30) days’ notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent resigns or is otherwise removed under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, which successor administrative agent shall (unless be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 8.01(a), Section 8.01(b) or Section 8.01(i) with respect to Borrower shall have occurred and be continuing) be subject to approval by Borrower (which approval consent of the Borrower shall not be unreasonably withheld withheld, conditioned or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation or removal of the Administrative Agent, whereupon the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders (and, in the case of a removal of the Administrative Agent, with the consent of the Borrower, such consent not to be unreasonably withheld, conditioned or delayed). Upon the acceptance of its appointment as successor administrative agent hereunder, the Person acting as such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, Agent and the term “Administrative Agent” shall mean such successor administrative agent effective upon such appointment and approval, and the former retiring Administrative Agent’s rightsappointment, powers and duties as Administrative Agent shall be terminated, terminated without any other or further act or deed on the part of such former Administrative Agent any other Lender. After any retiring or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring removed Administrative Agent’s resignation shall nevertheless thereupon become effective, and Lenders shall assume and perform all of the duties of Administrative Agent or removal (as applicable) hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 9 Article IX and Sections 10.04 and 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the other Loan Documents. After date which is thirty (30) days following a retiring or removed Administrative Agent’s notice of resignation or its removal by the retiring Lenders, the retiring/removed Administrative Agent’s resignation hereunder shall nevertheless thereupon become effective and under the other Loan Documents, Lenders shall perform all of the provisions duties of this Section and Sections 10.03 and 10.13 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 (i) while the retiring Administrative Agent was acting hereunder until such time, if any, as Administrative Agent and (ii) after such resignation the Required Lenders appoint a successor agent as provided for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Administrative Agentabove.

Successor Administrative Agent. Except as otherwise provided below, Xxxxx Fargo Bank, National Association shall at all times serve as the Administrative Agent during the term of this Facility so long as Xxxxx Fargo continues to be a Lender. The Administrative Agent may resign as at any time by giving written notice thereof to the Lenders and the Borrower, such resignation to be effective upon the appointment of a successor Administrative Agent. If the Administrative Agent upon 30 days’ notice has been found by a court of competent jurisdiction in a final, non-appealable judgment to Lenders and Borrower. If have committed gross negligence in the course of performing its duties under this Agreement, the Administrative Agent shall resign as may be removed at any time by written notice received by the Administrative Agent under this Agreement from other Lenders holding in the aggregate at least two-thirds of that portion of the Aggregate Commitment not held by the Administrative Agent or its affiliates, such removal to be effective on the date specified by such other Lenders. Upon any such resignation or removal, such other Lenders shall appoint, on behalf of the Borrower and the other Loan DocumentsLenders, then the Required Lenders shall appoint from among Lenders a successor agent for LendersAdministrative Agent which appointment shall, which successor agent shall (unless an Event of provided no Default under Section 8.01(a)or Unmatured Default exists, Section 8.01(b) or Section 8.01(i) with respect to Borrower shall have occurred and be continuing) be subject to approval by Borrower (the Borrower’s approval, which approval shall not be unreasonably withheld or delayed)delayed (except that the Borrower shall, whereupon in all events, be deemed to have approved each Lender and its Affiliates that are Qualified Institutions as a successor Agent) If no successor Administrative Agent shall have been so appointed by such successor agent shall succeed to other Lenders within thirty days after the rights, powers and duties of Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former resigning Administrative Agent’s rightsgiving notice of its intention to resign, powers then the resigning Administrative Agent shall appoint, on behalf of the Borrower and duties the Lenders, a successor Administrative Agent. Notwithstanding the previous sentence, the Administrative Agent may at any time without the consent of the Borrower or any Lender, appoint any of its Affiliates which is a commercial bank as a successor Administrative Agent hereunder. No successor Administrative Agent shall be terminated, without any other or further act or deed on the part of deemed to be appointed hereunder until such former successor Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted the appointment. Any such successor Administrative Agent shall be a commercial bank having capital and retained earnings of at least $500,000,000 (a “Qualified Institution”). Upon the acceptance of any appointment as Administrative Agent hereunder by the date that is 30 days following a retiring successor Administrative Agent’s notice , such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of resignationthe resigning or removed Administrative Agent. Upon the effectiveness of the resignation or removal of the Administrative Agent, the retiring resigning or removed Administrative Agent’s resignation Agent shall nevertheless thereupon become effective, be discharged from its duties and Lenders shall assume obligations hereunder and perform all under the Loan Documents. After the effectiveness of the duties resignation or removal of Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation as an Administrative Agent, the provisions of this Section 9 Article X shall inure to its continue in effect for the benefit as to of such Administrative Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent under this Agreement and the other Loan Documents. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section and Sections 10.03 and 10.13 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 (i) while the retiring Administrative Agent was acting as Administrative Agent and (ii) after such resignation for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

Successor Administrative Agent. Administrative Any Agent may resign as Administrative Agent upon 30 days’ at any time by giving written notice thereof to the Lenders and BorrowerRenRe. If Upon any such resignation of the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan DocumentsAgent, then the Required Lenders shall have the right to appoint from among Lenders a successor agent for LendersAdministrative Agent, which successor agent shall subject (unless an so long as no Event of Default under Section 8.01(a), Section 8.01(bexists) or Section 8.01(i) with respect to Borrower shall have occurred and be continuing) be subject to approval by Borrower the consent of RenRe (which approval consent shall not be unreasonably withheld withheld). If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States or delayed)of any State thereof and having a combined capital and surplus of at least $250,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, whereupon such successor agent Administrative Agent shall succeed to and become vested with all the rights, powers powers, discretion, privileges and duties of the retiring Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as retiring Administrative Agent shall be terminated, without any other or further act or deed on discharged from its duties and obligations under the part of such former Administrative Agent or any Credit Documents. If within 45 days after written notice is given of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignationresignation under this Section 8.6 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 nevertheless thereupon become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Documents and (iii) the Required Lenders shall assume and thereafter perform all duties of the duties of retiring Administrative Agent hereunder under the Credit Documents until such time, if any, as the Required Lenders appoint a successor agent Administrative Agent as provided for above. After any retiring Administrative Agent’s resignation hereunder as Administrative AgentAgent shall have become effective, the provisions of this Section 9 Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement Agreement. If the Collateral Agent resigns at any time and the other Loan Documents. After the retiring Administrative Agent’s resignation hereunder no successor Collateral Agent has been appointed and under the other Loan Documentsagreed to serve as such, the provisions of this Section and Sections 10.03 and 10.13 Administrative Agent shall continue in effect for be the benefit of such retiring Administrative Collateral Agent. If the Syndication Agent, its sub-agents and their respective Related Parties in respect of any actions taken Documentation Agent or omitted other named agent, other than the Administrative Agent or Collateral Agent, ceases to be taken by any of them (i) while the retiring Administrative Agent was acting a Lender hereunder, it shall be deemed to have resigned as Administrative Agent such agent and (ii) after such resignation for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Administrative Agentno replacement shall be appointed.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ at any time by giving written notice thereof to Lenders and Borrower. If Administrative Agent shall resign as Administrative Agent under this Agreement the Banks and the other Loan DocumentsParent. Upon any such resignation of the Administrative Agent, then the Required Lenders Banks shall have the right to appoint from among Lenders a successor agent for LendersAdministrative Agent, which successor agent shall subject (unless an so long as no Event of Default under Section 8.01(a), Section 8.01(bexists) or Section 8.01(i) with respect to Borrower shall have occurred and be continuing) be subject to approval by Borrower the consent of the Parent (which approval consent shall not be unreasonably withheld or delayedwithheld). If no successor Administrative Agent shall have been so appointed by the Required Banks, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may (but shall not be obligated to), whereupon on behalf of the Banks, 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 Administrative Agent hereunder by a successor Administrative Agent such successor agent Administrative Agent shall succeed to and become vested with all the rights, powers powers, discretion, privileges and duties of the retiring Administrative Agent (other than any rights to indemnity payments owing to the retiring Administrative Agent), and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as retiring Administrative Agent shall be terminated, without any other or further act or deed on discharged from its duties and obligations under the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the LoansLoan Documents. If no successor agent has accepted appointment as Administrative Agent by the date that within 45 days after written notice is 30 days following a retiring Administrative Agent’s notice given of resignation, the retiring Administrative Agent’s resignation under this Section 9.06 no successor Administrative Agent shall nevertheless thereupon have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation or removal shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and Lenders obligations under the Loan Documents and (iii) the Required Banks shall assume and thereafter perform all duties of the duties of retiring Administrative Agent hereunder under the Loan Documents until such time, if any, as the Required Lenders Banks appoint a successor agent Administrative Agent as provided for above. After any retiring Administrative Agent’s resignation hereunder as Administrative AgentAgent shall have become effective, the provisions of this Section 9 Article IX shall inure to the benefit of such retiring Administrative Agent, its benefit sub-agents and their respective Related Parties as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section and Sections 10.03 and 10.13 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 (i) while the retiring Administrative Agent was acting as Administrative Agent and (ii) after such resignation for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Administrative AgentAgreement.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ ' notice to the Lenders and the Borrower, and the Administrative Agent may be removed by the Borrower upon 30 days' prior written notice to the Administrative Agent by the Borrower that a successor administrative agent has been approved by Required Lenders; provided that any such resignation by or removal of Bank of America shall also constitute its resignation or removal, as the case may be, as the Swing Line Lender; provided further that any Collateral held by the Administrative Agent will continue to be held by it until a Person shall have accepted the appointment of successor Administrative Agent. If the Administrative Agent shall resign as Administrative Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, which successor administrative agent shall (unless be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 8.01(a), Section 8.01(b) or Section 8.01(i) with respect to Borrower shall have occurred and be continuing) be subject to approval by Borrower (which approval consent of the Borrower shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, whereupon the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, the Person acting as such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, Agent and the term “"Administrative Agent” " shall mean such successor agent effective upon such appointment and approvaladministrative agent, and the former retiring Administrative Agent’s rights's appointment, powers and duties as Administrative Agent shall be terminated and Bank of America's duties as the Swing Line Lender shall be terminated, without any other or further act or deed on the part of such former retiring Administrative Agent or Swing Line Lender or any other Lender, other than the obligation of the parties successor. After any retiring Administrative Agent's resignation or removal hereunder as Administrative Agent, the provisions of this Article IX and Sections 10.04 and 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under this Agreement or any holders of the LoansAgreement. If no successor administrative agent has accepted appointment as the Administrative Agent by the date that which is 30 days following a retiring Administrative Agent’s 's notice of resignation, the retiring Administrative Agent’s 's resignation shall nevertheless thereupon become effective, effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section and Sections 10.03 and 10.13 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 (i) while the retiring Administrative Agent was acting as Administrative Agent and (ii) after such resignation for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

Successor Administrative Agent. Except as otherwise provided below, KeyBank National Association shall at all times serve as the Administrative Agent during the term of this Facility. The Administrative Agent may resign as at any time by giving written notice thereof to the Lenders and the Borrower, such resignation to be effective upon the appointment of a successor Administrative Agent upon 30 days’ or, if no successor Administrative Agent has been appointed, forty-five days after the retiring Administrative Agent gives notice of its intention to resign (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders and Borrower. If or the Issuing Bank under any of the Loan Documents, the retiring or removed Administrative Agent shall resign continue to hold such collateral security until such time as a successor Administrative Agent under this Agreement is appointed). The Administrative Agent may be removed at any time with cause (which shall include, without limitation, the Administrative Agent becoming a Defaulting Lender) by written notice received by the Administrative Agent from the Required Lenders (but excluding, for purposes of calculating the percentage needed to constitute Required Lenders in such instance, the Commitment of the Administrative Agent from the Aggregate Commitment and the other Loan DocumentsAdvances held by the Administrative Agent from the total outstanding Advances), then such removal to be effective on the date specified by such Lenders. Upon any such resignation or removal, the Required Lenders shall appoint from among Lenders have the right to appoint, on behalf of the Borrower and the Lenders, a successor agent for Lenders, which Administrative Agent. If no successor agent shall (unless an Event of Default under Section 8.01(a), Section 8.01(b) or Section 8.01(i) with respect to Borrower Administrative Agent shall have occurred and be continuing) be subject to approval been so appointed by Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of Administrative Agent, and Required Lenders within thirty days after the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former resigning Administrative Agent’s rightsgiving notice of its intention to resign, powers then the resigning Administrative Agent may appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent. Notwithstanding the previous sentence, the Administrative Agent may at any time without the consent of the Borrower or any Lender, appoint any of its Affiliates which is a commercial bank as a successor Administrative Agent hereunder. If the Administrative Agent has resigned or been removed and no successor Administrative Agent has been appointed, the Lenders may perform all the duties as of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent shall be terminated, without any other or further act or deed on the part of deemed to be appointed hereunder until such former successor Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted the appointment. Any such successor Administrative Agent shall be a commercial bank having capital and retained earnings of at least $500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by the date that is 30 days following a retiring successor Administrative Agent’s notice , such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of resignationthe resigning or removed Administrative Agent. Upon the effectiveness of the resignation or removal of the Administrative Agent, the retiring resigning or removed Administrative Agent’s resignation Agent shall nevertheless thereupon become effective, be discharged from its duties and Lenders shall assume obligations hereunder and perform all under the Loan Documents. After the effectiveness of the duties resignation or removal of Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation as an Administrative Agent, the provisions of this Section 9 Article X shall inure to its continue in effect for the benefit as to of such Administrative Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent under this Agreement and the other Loan Documents. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section and Sections 10.03 and 10.13 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 (i) while the retiring Administrative Agent was acting as Administrative Agent and (ii) after such resignation for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

Successor Administrative Agent. The Administrative Agent may resign as -------------------------------- at any time by giving written notice thereof to the Lenders and the Borrower, such resignation to be effective upon the appointment of a successor Administrative Agent upon 30 days’ notice to Lenders and Borrower. If or, if no successor Administrative Agent shall resign as has been appointed, forty-five days after the retiring Administrative Agent under this Agreement and the other Loan Documentsgives notice of its intention to resign. Upon any such resignation, then the Required Lenders shall appoint from among Lenders have the right to appoint, on behalf of the Lenders, a successor agent for Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty days after the resigning Administrative Agent's giving notice of its intention to resign, then the resigning Administrative Agent may appoint, on behalf of the Borrower and the Lenders, which a successor agent shall (unless an Event Administrative Agent. If the Administrative Agent has resigned and no successor Administrative Agent has been appointed, the Lenders may perform all the duties of Default under Section 8.01(a), Section 8.01(b) or Section 8.01(i) with respect to the Administrative Agent hereunder and the Borrower shall have occurred and be continuing) be subject to approval by Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed make all payments in respect of the Obligations to the rights, powers applicable Lender and duties of Administrative Agent, and for all other purposes shall deal directly with the term “Administrative Agent” shall mean such Lenders. No successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of deemed to be appointed hereunder until such former successor Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted the appointment. Any such successor Administrative Agent shall be a commercial bank having capital and retained earnings of at least $50,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by the date that is 30 days following a retiring successor Administrative Agent’s notice , such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of resignationthe resigning Administrative Agent. Upon the effectiveness of the resignation of the Administrative Agent, the retiring resigning Administrative Agent’s resignation Agent shall nevertheless thereupon become effective, be discharged from its duties and Lenders shall assume obligations hereunder and perform all under the Loan Documents. After the effectiveness of the duties resignation of Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation as an Administrative Agent, the provisions of this Section 9 Article X shall inure to continue in effect for its benefit as to --------- in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent under this Agreement and the other Loan Documents. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section and Sections 10.03 and 10.13 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 (i) while the retiring Administrative Agent was acting as Administrative Agent and (ii) after such resignation for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

Successor Administrative Agent. Administrative Agent may resign as Administrative Agent upon 30 thirty (30) days’ notice to Lenders and Borrower. Additionally, 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 Borrower and such Person, remove such Person as Administrative Agent. If Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then resigns or is so removed by the Required Lenders shall under this Agreement, the Required Lenders shall, (i) within thirty (30) days after receipt of Administrative Agent’s notice of resignation or (ii) within five Business Days of the removal of Administrative Agent, as applicable, appoint from among Lenders a successor administrative agent for Lenders, which successor administrative agent shall (unless an Event of Default under Section 8.01(a), Section 8.01(b) or Section 8.01(i) with respect be consented to Borrower shall have occurred and be continuing) be subject to approval by Borrower at all times other than during the existence of a Default (which approval consent of Borrower shall not be unreasonably withheld or delayed). Upon the acceptance by the successor administrative agent of its appointment as successor administrative agent hereunder, whereupon the retiring Administrative Agent’s resignation or removal, as applicable, shall be effective, such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, Agent and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approvaladministrative agent, and the former retiring Administrative Agent’s rightsappointment, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor administrative agent has accepted appointment as Administrative Agent by the date that which is 30 thirty (30) days following a retiring Administrative Agent’s notice of resignation, or on or before the removal day specified by Required Lenders in their removal notice to Administrative Agent and Borrower, whichever applies, then the Lender other than the retiring Administrative Agent holding the largest Commitment shall automatically become the successor administrative agent; it being understood and agreed that the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and Lenders shall assume and perform all of the duties of Administrative Agent hereunder until such time, if anyor removal, as applicable, shall in all instances become effective upon such thirtieth (30th) day, or upon the removal day set forth in Required Lenders appoint a successor agent as provided for aboveLenders’ removal notice, whichever applies. After the effective date any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Section 9 Article VIII and other applicable Sections of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section and Sections 10.03 and 10.13 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 (i) while the retiring Administrative Agent was acting as Administrative Agent and (ii) after such resignation for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Administrative AgentAgreement.

Successor Administrative Agent. Administrative Agent may may, and at the request of the Supermajority Lenders shall, resign as Administrative Agent upon 30 thirty (30) days’ ' notice to Lenders and BorrowerLenders. If Administrative Agent shall resign as Administrative Agent resigns under this Agreement and Agreement, the other Loan Documents, then the Required Requisite Lenders shall appoint from among Lenders a successor administrative agent for Lenders, which successor agent shall (unless an and, so long as no Default or Event of Default under Section 8.01(a), Section 8.01(b) or Section 8.01(i) with respect to Borrower shall have has occurred and be is continuing) be subject to , such successor administrative agent shall require the approval by Borrower of Borrowers (which approval shall not be unreasonably withheld withheld, conditioned or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of Administrative Agent, whereupon Administrative Agent may appoint, after consulting with Lenders and Borrowers, a successor administrative agent from among Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, Agent and the term “Administrative Agent” "ADMINISTRATIVE AGENT" shall mean such successor administrative agent effective upon such appointment and approval, and the former retiring Administrative Agent’s rights's appointment, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and Lenders shall assume and perform all of the duties of Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s 's resignation hereunder as Administrative Agent, the provisions of this Section SECTION 9 and SECTIONS 10.03 and 10.13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the other Loan Documents. After date which is thirty (30) days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent’s 's resignation hereunder shall nevertheless thereupon become effective and under Lenders shall perform all of the other Loan Documents, the provisions duties of this Section and Sections 10.03 and 10.13 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 (i) while the retiring Administrative Agent was acting hereunder until such time, if any, as Administrative Agent and (ii) after such resignation the Requisite Lenders appoint a successor agent as provided for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Administrative Agentabove.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ ' notice to the Lenders and BorrowerHoldings. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent (with the consent of such successor agent) for the Lenders, which successor agent shall (unless an Event of Default under Section 8.01(a), Section 8.01(b8(a) or Section 8.01(i8(f) with respect to any Borrower shall have occurred and be continuing) be subject to approval by Borrower Holdings (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “"Administrative Agent” " shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s 's rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s 's notice of resignation, the retiring Administrative Agent’s 's resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Any Syndication Agent may, at any time, by notice to the Lenders and the Administrative Agent, resign as Syndication Agent hereunder, whereupon the duties, rights, obligations and responsibilities of such Syndication Agent hereunder shall automatically be assumed by, and inure to the benefit of, the Administrative Agent, without any further act by such Syndication Agent, the Administrative Agent or any Lender. The Documentation Agent may, at any time, by notice to the Lenders and the Administrative Agent, resign as Documentation Agent hereunder, whereupon the duties, rights, obligations and responsibilities of the Documentation Agent hereunder shall automatically be assumed by, and inure to the benefit of, the Administrative Agent, without any further act by the Documentation Agent, the Administrative Agent or any Lender. After any retiring Administrative Agent’s 's resignation as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section and Sections 10.03 and 10.13 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 (i) while the retiring Administrative Agent was acting as Administrative Agent and (ii) after such resignation for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

Successor Administrative Agent. The Administrative Agent may may, and at the request of the Requisite Banks shall, resign as Administrative Agent upon 30 days’ ' notice to Lenders and Borrowerthe Banks. If the Administrative Agent shall resign as Administrative Agent resigns under this Agreement and Agreement, the other Loan Documents, then the Required Lenders Requisite Banks shall appoint from among Lenders the Banks a successor agent Administrative Agent for Lenders, the Banks which successor agent shall (unless an Event be approved by Borrower. If no successor agent is appointed prior to the effective date of Default under Section 8.01(a)the resignation of the Administrative Agent, Section 8.01(b) or Section 8.01(i) the Administrative Agent may appoint, after consulting with respect to Borrower shall have occurred the Banks and be continuing) be subject to approval by Borrower (which approval shall not be unreasonably withheld or delayed)Borrower, whereupon a successor agent from among the Banks. Upon the acceptance of its appointment as successor agent hereunder, such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, Agent and the term “"Administrative Agent” " shall mean such successor agent effective upon such appointment and approval, and the former retiring Administrative Agent’s rights's appointment, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and Lenders shall assume and perform all of the duties of Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s 's resignation hereunder as Administrative Agent, the provisions of this Section 9 and Sections 10.3 and 10.11 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and Agreement. If no successor agent has accepted appointment as Administrative Agent by the other Loan Documents. After date which is 30 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent’s 's resignation hereunder shall nevertheless thereupon become effective and under the other Loan Documents, Banks shall perform all of the provisions duties of this Section and Sections 10.03 and 10.13 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 (i) while the retiring Administrative Agent was acting hereunder until such time, if any, as the Requisite Banks appoint a successor agent as provided for above. Notwithstanding the foregoing, however, Bank (Credit Agreement) 66 73 of America may not be removed as the Administrative Agent at the request of the Requisite Banks unless Bank of America shall also simultaneously be replaced as "Issuing Bank" hereunder pursuant to documentation in form and (ii) after such resignation for as long as any substance reasonably satisfactory to Bank of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Administrative AgentAmerica.

Successor Administrative Agent. The Administrative Agent may resign as at any time by giving written notice thereof to the Banks and ACE. Upon any such resignation or removal of the Administrative Agent upon 30 days’ notice to Lenders and Borrower. If Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan DocumentsAgent, then the Required Lenders Banks shall have the right to appoint from among Lenders a successor agent for LendersAdministrative Agent, which successor agent shall subject (unless an so long as no Event of Default under Section 8.01(a), Section 8.01(bexists) or Section 8.01(i) with respect to Borrower shall have occurred and be continuing) be subject to approval by Borrower the consent of ACE (which approval consent shall not be unreasonably withheld withheld). If no successor Administrative Agent shall have been so appointed by the Required Banks, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation or delayed)the Required Banks’ removal of the retiring Administrative Agent, whereupon then the retiring Administrative Agent may, on behalf of the Banks, 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 Administrative Agent hereunder by a successor Administrative Agent such successor agent Administrative Agent shall succeed to and become vested with all the rights, powers powers, discretion, privileges and duties of the retiring Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as retiring Administrative Agent shall be terminated, without any other or further act or deed on discharged from its duties and obligations under the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the LoansLoan Documents. If no successor agent has accepted appointment as Administrative Agent by the date that within 45 days after written notice is 30 days following a retiring Administrative Agent’s notice given of resignation, the retiring Administrative Agent’s resignation or removal under this Section 7.05 no successor Administrative Agent shall nevertheless thereupon have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation or removal shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and Lenders obligations under the Loan Documents and (iii) the Required Banks shall assume and thereafter perform all duties of the duties of retiring Administrative Agent hereunder under the Loan Documents until such time, if any, as the Required Lenders Banks appoint a successor agent Administrative Agent as provided for above. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative AgentAgent shall have become effective, the provisions of this Section 9 Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section and Sections 10.03 and 10.13 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 (i) while the retiring Administrative Agent was acting as Administrative Agent and (ii) after such resignation for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Administrative AgentAgreement.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 ten days’ notice to the Lenders and Borrowerthe Borrowers. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8.01(a), Section 8.01(bSECTION 8(a) or Section 8.01(iSECTION 8(f) with respect to any Borrower shall have occurred and be continuing) be subject to approval by Borrower the Borrowers (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 ten days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Any Co-Syndication Agent may, at any time, by notice to the Lenders and the Administrative Agent, resign as a Co-Syndication Agent hereunder, whereupon the duties, rights, obligations and responsibilities of such Co-Syndication Agent hereunder shall automatically be assumed by, and inure to the benefit of, the Administrative Agent, without any further act by such Co-Syndication Agent, the Administrative Agent or any Lender. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section SECTION 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section and Sections 10.03 and 10.13 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 (i) while the retiring Administrative Agent was acting as Administrative Agent and (ii) after such resignation for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

Successor Administrative Agent. The Administrative Agent may may, and at the request of the Required Lenders shall, resign as the Administrative Agent upon 30 days’ ' notice to Lenders and Borrowerthe Lenders; provided that any such resignation by Bank of America shall also constitute its resignation as Issuing Bank. If the Administrative Agent shall resign as Administrative Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among the Committed Lenders a successor agent for LendersAdministrative Agent, which successor agent shall (unless an shall, so long as no Event of Default under Section 8.01(a)exists, Section 8.01(b) or Section 8.01(i) with respect to Borrower shall have occurred and be continuing) be subject to the approval by Borrower of the Company (which approval shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent, whereupon the Administrative Agent may appoint, after consulting with the Lenders and the Company, a successor Administrative Agent from among the Committed Lenders and the Company. Upon the acceptance of its appointment as successor agent hereunder, such successor agent shall succeed to all the rights, powers and duties of the applicable retiring Administrative Agent, Agent and the term “"Administrative Agent” " shall mean such successor agent effective upon such appointment and approval, and the former Administrative retiring Agent’s rights's appointment, powers and duties as Administrative Agent shall be terminated. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, without the provisions of this Article XV and Section 16.03 shall inure to its benefit as to any other actions taken or further act or deed on omitted to be taken by it while it was the part of such former Administrative Agent or any of the parties to under this Agreement or any holders of the LoansAgreement. If no successor agent has accepted appointment as the Administrative Agent by the date that which is 30 days following a retiring Administrative Agent’s 's notice of resignation, the such retiring Administrative Agent’s 's resignation shall nevertheless thereupon become effective, effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After Notwithstanding the foregoing, however, Bank of America may not be removed as the Agent at the request of the Required Lenders unless Bank of America or any retiring Administrative Agent’s resignation Affiliate of Bank of America shall also simultaneously be replaced as Administrative AgentEMU Lender and as Issuing Bank pursuant to documentation in form and substance reasonably satisfactory to Bank of America and, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documentsif applicable, the provisions of this Section and Sections 10.03 and 10.13 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 (i) while the retiring Administrative Agent was acting as Administrative Agent and (ii) after such resignation for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Administrative AgentAffiliate.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 10 days’ ' notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8.01(a), Section 8.01(b7(a) or Section 8.01(i7(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “"Administrative Agent” " shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s 's rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 10 days following a retiring Administrative Agent’s 's notice of resignation, the retiring Administrative Agent’s 's resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. The Syndication Agent may, at any time, by notice to the Lenders and the Administrative Agent, resign as Syndication Agent hereunder, whereupon the duties, rights, obligations and responsibilities of the Syndication Agent hereunder shall automatically be assumed by, and inure to the benefit of, the Administrative Agent, without any further act by the Syndication Agent, the Administrative Agent or any Lender. After any retiring Administrative Agent’s 's resignation as Administrative Agent, the provisions of this Section 9 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section and Sections 10.03 and 10.13 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 (i) while the retiring Administrative Agent was acting as Administrative Agent and (ii) after such resignation for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ reasonable notice to the Lenders and Borrower. If Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan DocumentsBorrower effective not earlier than thirty (30) days after such notice, then the Required Lenders shall appoint from among Lenders upon acceptance of appointment by a successor agent for LendersAdministrative Agent. The Requisite Lenders may (with the prior consent, which successor agent shall (not to be unreasonably withheld or delayed, of Trust, unless an Event of Default under Section 8.01(a), Section 8.01(b) or Section 8.01(i) with respect to Borrower shall have occurred and be continuing) remove the Administrative Agent from its capacity as Administrative Agent in the event of the Administrative Agent’s willful misconduct or gross negligence. If the Administrative Agent shall resign or be subject to removed as Administrative Agent under this Agreement, the Requisite Lenders shall appoint from among the Lenders a successor Administrative Agent for the Lenders, which successor Administrative Agent shall require approval by Borrower Trust so long as no Default or Event of Default has occurred and is continuing (which and such approval shall not be unreasonably withheld or delayed). If no successor Administrative Agent is appointed prior to the effective date of the resignation of the Administrative Agent, whereupon the Administrative Agent may appoint, after consulting with the Lenders and, so long as no Default or Event of Default has occurred and is continuing, with the consent of Trust, a successor Administrative Agent from among the Lenders. Upon the acceptance of its appointment as successor Administrative Agent hereunder, such successor agent Administrative Agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, Agent and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, Administrative Agent and the former retiring Administrative Agent’s rightsappointment, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and Lenders shall assume and perform all of the duties of Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Section 9 Article 17, and Sections 18.3, 18.11 and 18.22, shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and Agreement. Notwithstanding the other Loan Documents. After foregoing, if no successor Administrative Agent has accepted appointment as Administrative Agent by the date which is thirty (30) days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation hereunder shall nevertheless thereupon become effective and under the other Loan Documents, Lenders shall perform all of the provisions duties of this Section and Sections 10.03 and 10.13 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 (i) while the retiring Administrative Agent was acting hereunder until such time, if any, as the Requisite Lenders appoint a successor Administrative Agent and (ii) after such resignation as provided for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Administrative Agentabove.

Successor Administrative Agent. The Administrative Agent may may, and at the request of the Requisite Banks shall, resign as Administrative Agent upon 30 days’ ' notice to Lenders and Borrowerthe Banks. If the Administrative Agent shall resign as Administrative Agent resigns under this Agreement and Agreement, the other Loan Documents, then the Required Lenders Requisite Banks shall appoint from among Lenders the Banks a successor administrative agent for Lenders, the Banks which successor administrative agent shall (unless an Event be approved by Borrower. If no successor administrative agent is appointed prior to the effective date of Default under Section 8.01(a)the resignation of the Administrative Agent, Section 8.01(b) or Section 8.01(i) the Administrative Agent may appoint, after consulting with respect to Borrower shall have occurred the Banks and be continuing) be subject to approval by Borrower (which approval shall not be unreasonably withheld or delayed)Borrower, whereupon a successor administrative agent from among the Banks. Upon the acceptance of its appointment as successor administrative agent hereunder, such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, Agent and the term “"Administrative Agent” " shall mean such successor administrative agent effective upon such appointment and approval, and the former retiring Administrative Agent’s rights's appointment, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and Lenders shall assume and perform all of the duties of Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s 's resignation hereunder as Administrative Agent, the provisions of this Section 9 and Sections 10.3 and 10.11 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the other Loan Documents. After date which is 30 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent’s 's resignation hereunder shall nevertheless thereupon become effective and under the other Loan Documents, Banks shall perform all of the provisions duties of this Section and Sections 10.03 and 10.13 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 (i) while the retiring Administrative Agent was acting hereunder until such time, if any, as the Requisite Banks appoint a successor agent as provided for above. Notwithstanding the foregoing, however, BofA may not be removed as the Administrative Agent at the request of the Requisite Banks unless BofA shall also simultaneously be replaced as "Issuing Bank" hereunder pursuant to documentation in form and (ii) after such resignation for as long as any of them continues substance reasonably satisfactory to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.BofA.

Successor Administrative Agent. The Administrative Agent ------------------------------ may resign as Administrative Agent upon 30 at any time by giving not less than thirty (30) days’ ' prior written notice thereof to Lenders and Borrower. If Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan DocumentsUpon any such resignation, then the Required Lenders shall have the right to appoint from among Lenders a successor agent for Lenders, which successor agent shall (unless an Event of Default under Section 8.01(a), Section 8.01(b) or Section 8.01(i) with respect to Borrower shall have occurred and be continuing) be subject to approval by Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent shall have been so appointed by the date that is Required Lenders and shall have accepted such appointment within 30 days following a retiring after the resigning Administrative Agent’s 's giving notice of resignation, then the retiring resigning Administrative Agent may, on behalf of Lenders, appoint a successor Administrative Agent’s , which shall be a Lender, if a Lender is willing to accept such appointment, or otherwise shall be a commercial bank or financial institution or a subsidiary of a commercial bank or financial institution if such commercial bank or financial institution is organized under the laws of the United States of America or of any State thereof and has a combined capital and surplus of at least $300,000,000. If no successor Administrative Agent has been appointed pursuant to the foregoing, by the 30th day after the date such notice of resignation was given by the resigning Administrative Agent, such resignation shall nevertheless thereupon become effective, effective and the Required Lenders shall assume and thereafter perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent Administrative Agent as provided for above. Any successor Administrative Agent appointed by the Required Lenders hereunder shall be subject to the approval of Borrower, such approval not to be unreasonably withheld or delayed; provided that such -------- approval shall not be required if a Default or an Event of Default shall have occurred and be continuing. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning Administrative Agent. Upon the earlier of the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent or the effective date of the resigning Administrative Agent's resignation, the resigning Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents, except that any indemnity rights or other rights in favor of such resigning Administrative Agent shall continue. After any retiring resigning Administrative Agent’s 's resignation as Administrative Agenthereunder, the provisions of this Section Article 9 --------- shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under this Agreement and the other Loan Documents. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section and Sections 10.03 and 10.13 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 (i) while the retiring The Administrative Agent was acting as Administrative Agent may be removed at the written direction of the Required Lenders; provided that in so doing, such Required Lenders shall be deemed to have waived and (ii) after such resignation for as long as released any of them continues to act in any capacity hereunder or under and all claims they may have against the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 at any time by giving thirty (30) days’ ' prior written notice to the Lenders and Borrower. If The Required Lenders, for good cause, may remove Administrative Agent shall resign as at any time by giving thirty (30) days' prior written notice to the Administrative Agent under this Agreement Agent, the Borrower and the other Loan DocumentsLenders. Upon any such resignation or removal, then the Required Lenders shall appoint from among Lenders a successor agent for LendersAdministrative Agent, which successor agent shall (unless Administrative Agent shall, if such appointment is prior to the occurrence of an Event of Default under Section 8.01(a)which is continuing, Section 8.01(b) or Section 8.01(i) with respect to Borrower shall have occurred and be continuing) be subject to the approval by Borrower (of the Borrower, which approval shall not be unreasonably withheld or delayed). If no successor Administrative Agent shall have been so appointed by the Required Lenders and accepted such appointment within thirty (30) days after the retiring Administrative Agent's giving notice of resignation or the Required Lenders' giving notice of removal, whereupon as the case may be, then the retiring Administrative Agent may appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent. If in such instance the retiring Administrative Agent appoints as the successor Administrative Agent a Lender, such Lender shall accept such appointment. Each such successor agent Administrative Agent shall be a Lender or a financial institution which meets the requirements of an Eligible Assignee. 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 powers, privileges and duties of the retiring Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as retiring Administrative Agent shall be terminated, without any discharged from its duties and obligations hereunder and under the other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and Lenders shall assume and perform all of the duties of Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for aboveLoan Documents. After any retiring Administrative Agent’s 's resignation as Administrative Agenthereunder, the provisions of this Section 9 Article 13 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent under this Agreement and the other Loan Documents. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section and Sections 10.03 and 10.13 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 (i) while the retiring Administrative Agent was acting as Administrative Agent and (ii) after such resignation for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Administrative Agenthereunder.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving 30 days’ prior written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Requisite Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Requisite Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation (such 30-day period, the “Lender Appointment Period”), then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, selected from among the Lenders. In either case, such appointment shall be subject to the prior written approval of the Company (which approval may not be unreasonably withheld and shall not be required upon the occurrence and during the continuance of an Event of Default). In addition and without any obligation on the part of the retiring Administrative Agent to appoint, on behalf of the Lenders and the Issuers, a successor Administrative Agent, the retiring Administrative Agent may at any time upon or after the end of the Lender Appointment Period notify the Company and the Lenders and the Issuers that no qualifying Person has accepted appointment as successor Administrative Agent and the effective date of such retiring Administrative Agent’s resignation (which effective date shall be no earlier than three Business Days after the date of such notice). Upon the resignation effective date established in such notice and regardless of whether a successor Administrative Agent has been appointed and accepted such appointment and the Company has approved such successor Administrative Agent, the retiring Administrative Agent’s resignation shall nonetheless become effective and (i) the retiring Administrative Agent shall be discharged from its duties and obligations as 126 Administrative Agent hereunder and under the other Loan Documents and (ii) 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 each Issuer directly, until such time as the Requisite Lenders appoint a successor Administrative Agent as provided for above in this paragraph. Upon the acceptance of any appointment as Administrative Agent upon 30 days’ notice to Lenders and Borrower. If by a successor Administrative Agent, such successor Administrative Agent shall resign as succeed to, and become vested with, all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among Lenders a successor agent for Lenders, which successor agent shall (unless an Event of Default under Section 8.01(a), Section 8.01(b) or Section 8.01(i) with respect . Prior to Borrower shall have occurred and be continuing) be subject to approval by Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and Lenders shall assume and perform all of the duties of Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents. After such resignation, the retiring Administrative Agent shall continue to have the benefit of this Section 9 shall inure to its benefit Article X as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. After the retiring Any resignation pursuant to this Section 10.7 (Successor Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section and Sections 10.03 and 10.13 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 (i) while the retiring Administrative Agent was a Person acting as Administrative Agent shall, unless such Person shall notify the Company and the Lenders and the Issuers otherwise, also act to relieve such Person and its Affiliates of any obligation to advance or issue new, or extend existing, Swing Loans or Letters of Credit where such advance, issuance or extension is to occur on or after the effective date of such resignation. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuer and Swing Lender, (ii) after such resignation for as long as any the retiring Issuer and Swing Lender shall be discharged from all of them continues to act in any capacity their respective duties and obligations hereunder or under the other Loan Documents, including (iii) the successor Swing Lender shall enter into an Assignment and Assumption and acquire from the retiring Swing Lender each outstanding Swing Loan of such retiring Swing Lender for a purchase price equal to par plus accrued interest and (iv) the successor Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Issuer to effectively assume the obligations of the retiring Issuer with respect to such Letters of Credit. In addition to the foregoing, if a Revolving Credit Lender becomes, and during the period it remains, a Defaulting Lender, any Issuer and/or any Swing Lender may, upon prior written notice to the Borrower and the Administrative Agent, resign as Issuer or Swing Lender, respectively, effective at the close of business New York time on a date specified in such notice (which date may not be less than 30 days after the date of such notice); provided that such resignation by any such Issuer will have no effect on the validity or enforceability of any Letter of Credit then outstanding or on the obligations of the Borrower or any Lender under this Agreement with respect to any such outstanding Letter of Credit or otherwise to such Issuer; and provided further, that such resignation by any such Swing Lender will have no effect on its rights in respect of any actions taken in connection outstanding Swing Loans or on the obligations of the Borrower or any Lender under this Agreement with transferring the agency respect to any successor Administrative Agentsuch outstanding Swing Loan.

Successor Administrative Agent. The Administrative ------------------------------ Agent may may, and at the request of the Required Lenders shall, resign as Administrative Agent upon 30 days’ ' notice to Lenders and Borrowerthe Lenders. If the Administrative Agent shall resign as Administrative Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among Lenders a successor agent for Lenders(with, which successor agent shall (unless an so long as no Event of Default under Section 8.01(a)exists, Section 8.01(b) or Section 8.01(i) with respect to Borrower shall have occurred and be continuing) be subject to approval by Borrower (the consent of the Company, which approval shall not be unreasonably withheld or delayed)) shall appoint from among the Lenders a successor administrative agent for the Lenders. If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, whereupon the Administrative Agent may appoint, after consulting with the Lenders and the Company, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, Agent and the term “"Administrative Agent” " shall mean such successor administrative agent effective upon such appointment and approval, and the former retiring Administrative Agent’s rights's appointment, powers and duties as Administrative Agent shall be terminated. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, without the provisions of this Article X and --------- Sections 11.4 and 11.5 shall inure to its benefit as to ------------- ---- any other actions taken or further act or deed on the part of such former omitted to be taken by it while it was Administrative Agent or any of the parties to under this Agreement or any holders of the LoansAgreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date that which is 30 days following a retiring Administrative Agent’s 's notice of resignation, the retiring Administrative Agent’s 's resignation shall nevertheless thereupon become effective, effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor administrative agent as provided for above. After any retiring Administrative Agent’s resignation Notwithstanding the foregoing, however, BofA may not be removed as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement at the request of the Required Lenders unless BofA and the other Loan Documents. After the retiring Administrative Agent’s resignation any applicable Affiliate thereof shall also simultaneously be replaced as an "Issuing Lender" hereunder pursuant to documentation in form and under the other Loan Documents, the provisions of this Section and Sections 10.03 and 10.13 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 substance reasonably satisfactory to be taken by any of them (i) while the retiring Administrative Agent was acting as Administrative Agent and (ii) after such resignation for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.BofA.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ at any time by giving notice thereof to the Lenders and Borrowerthe Company. If Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan DocumentsUpon any such resignation, then the Required Lenders shall have the right to appoint from among Lenders a successor agent for Administrative Agent (with the consent of the Company, such consent not to be unreasonably withheld). If no successor Administrative Agent shall have been so appointed by the Required Lenders, which and shall have accepted such appointment, within 30 days after the retiring Administrative Agent gives notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor agent shall Administrative Agent (unless an Event with the consent of Default under Section 8.01(athe Company, such consent not to be unreasonably withheld), Section 8.01(b) which shall be a commercial bank organized or Section 8.01(i) with respect to Borrower shall have occurred licensed under the laws of the United States of America or of any State thereof and be continuing) be subject to approval having a combined capital and surplus of at least $400,000,000. Upon the acceptance of its appointment as Administrative Agent hereunder by Borrower (which approval shall not be unreasonably withheld or delayed)a successor Administrative Agent, whereupon such successor agent Administrative Agent shall thereupon succeed to and become vested with all the rights, powers rights and duties of the retiring Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as retiring Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, discharged from its duties and Lenders shall assume and perform all of the duties of Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for aboveobligations hereunder. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 9 Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent. If no successor Administrative Agent under this Agreement and has accepted appointment as Administrative Agent by the other Loan Documents. After date which is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall at its election nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided above. The Administrative Agent, if it so elects, may resign as administrative agent but not collateral agent or vice versa, and under the other Loan Documentsif it so elects, then the provisions of this Section and Sections 10.03 and 10.13 the rest of this Article shall continue in effect for apply separately to each of those separate capacities of the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them (i) while the retiring Administrative Agent was acting as Administrative Agent and (ii) after such resignation for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ reasonable notice to the Lenders and BorrowerBorrower effective not earlier than thirty (30) days after such notice, upon acceptance of appointment by a successor Administrative Agent. If The Requisite Lenders or all other Lenders other than the Administrative Agent shall resign as Administrative Agent under this Agreement and may (with the other Loan Documentsprior consent, then the Required Lenders shall appoint from among Lenders a successor agent for Lendersnot to be unreasonably withheld or delayed, which successor agent shall (of Parent, unless an Event of Default under Section 8.01(a), Section 8.01(b) or Section 8.01(i) with respect to Borrower shall have occurred and be continuing) remove the Administrative Agent from its capacity as Administrative Agent in the event of the Administrative Agent’s willful misconduct or gross negligence. If the Administrative Agent shall resign or be subject to removed as Administrative Agent under this Agreement, the Requisite Lenders shall appoint from among the Lenders a successor Administrative Agent for the Lenders, which successor Administrative Agent shall require approval by Borrower Parent so long as no Default or Event of Default has occurred and is continuing (which and such approval shall not be unreasonably withheld or delayed). If no successor Administrative Agent is appointed prior to the effective date of the resignation of the Administrative Agent, whereupon the Administrative Agent may appoint, after consulting with the Lenders and, so long as no Default or Event of Default has occurred and is continuing, with the consent of Parent, a successor Administrative Agent from among the Lenders. Upon the acceptance of its appointment as successor Administrative Agent hereunder, such successor agent Administrative Agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, Agent and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, Administrative Agent and the former retiring Administrative Agent’s rightsappointment, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and Lenders shall assume and perform all of the duties of Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Section 9 Article 10, and Sections 11.3, 11.11 and 11.22, shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement Agreement. Notwithstanding the foregoing, if (a) the Administrative Agent has not been paid its administrative agency fees under the Fee Letter or has not been reimbursed for any expense reimbursable to it under Section 11.3, in either case for a period of at least one (1) year and (b) no successor Administrative Agent has accepted appointment as Administrative Agent by the other Loan Documents. After date which is thirty (30) days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation hereunder shall nevertheless thereupon become effective and under the other Loan Documents, Lenders shall perform all of the provisions duties of this Section and Sections 10.03 and 10.13 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 (i) while the retiring Administrative Agent was acting hereunder until such time, if any, as the Requisite Lenders appoint a successor Administrative Agent and (ii) after such resignation as provided for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Administrative Agentabove.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 10 days’ ' notice to Lenders and Borrowerthe Lenders. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8.01(a), Section 8.01(b) or Section 8.01(i) with respect to Borrower shall have occurred and be continuing) be subject to approval approved by Borrower Packard (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent hereunder. If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrowers, a successor agent from among the Lenders. Effective upon such appointment by the Required Lenders or by the Administrative Agent and the term “"Administrative Agent” " shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s 's rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and Lenders shall assume and perform all of the duties of Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s 's resignation as Administrative Agent, the provisions of this Section 9 11 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. After If no successor agent has accepted appointment as Administrative Agent by the date which is 10 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent’s 's resignation hereunder shall nevertheless thereupon become effective and under the other Loan Documents, Lenders shall assume and perform all of the provisions duties of this Section and Sections 10.03 and 10.13 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 (i) while the retiring Administrative Agent was acting hereunder until such time, if any, as Administrative Agent and (ii) after such resignation the Required Lenders appoint a successor agent as provided for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Administrative Agentabove.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 at any time by giving not less than thirty (30) days’ prior written notice thereof to each of the Lenders and the Borrower. If Administrative Agent shall resign as Administrative Agent under this Agreement and Upon any such resignation, the other Loan Documents, then the Required Requisite Lenders shall have the right to appoint from among Lenders a successor agent for Lenders, which successor agent shall (unless an Event of Default under Section 8.01(a), Section 8.01(b) or Section 8.01(i) with respect to Borrower shall have occurred and be continuing) be subject to approval by Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent shall have been so appointed by the date that is Requisite Lenders and shall have accepted such appointment within 30 days following a retiring after the resigning the Administrative Agent’s giving notice of resignation, then the retiring resigning Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent’s , which shall be a Lender, if a Lender is willing to accept such appointment, or otherwise shall be a commercial bank or financial institution or a subsidiary of a commercial bank or financial institution which commercial bank or financial institution is organized under the laws of the United States of America or of any State thereof. If no successor Administrative Agent has been appointed pursuant to the foregoing, by the 30th day after the date such notice of resignation was given by the resigning Administrative Agent, such resignation shall nevertheless thereupon become effective, effective and the Requisite Lenders shall assume and thereafter perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Requisite Lenders appoint a successor agent Administrative Agent as provided for above. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, Amended and Restated Receivables Funding and Administration Agreement privileges and duties of the resigning Administrative Agent. Upon the earlier of the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent or the effective date of the resigning Administrative Agent’s resignation, the resigning Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Related Documents, except that any indemnity rights or other rights in favor of such resigning Administrative Agent shall continue. After any retiring resigning Administrative Agent’s resignation as Administrative Agenthereunder, the provisions of this Section 9 Article XI shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under this Agreement and the other Loan Related Documents. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section and Sections 10.03 and 10.13 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 (i) while the retiring Administrative Agent was acting as Administrative Agent and (ii) after such resignation for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

Successor Administrative Agent. JPMorgan, or any successor Administrative Agent Agent, may resign as Administrative Agent upon 30 days’ at any time by giving written notice thereof to the Lenders and to the Borrower. If In addition, the Required Lenders may remove the Administrative Agent shall resign as in the event of the Administrative Agent’s gross negligence or willful misconduct or in the event that the Administrative Agent ceases to hold a Commitment of at least $20,000,000 or a Commitment Percentage of at least five percent (5%) under this Agreement. Any such resignation or removal shall be effective upon appointment and acceptance of a successor Administrative Agent, as hereinafter provided. Subject to the next sentence, any such resignation or removal, the Required Lenders shall have the right to appoint a successor Administrative Agent, which is a Lender under this Agreement, provided that so long as no Default or Event of Default has occurred and is continuing the Borrower shall have the right to approve any successor Administrative Agent, which approval shall not be unreasonably withheld. Notwithstanding the preceding sentence, upon the resignation of JPMorgan as the Administrative Agent, the Borrower may elect the Syndication Agent to become the successor Administrative Agent for all purposes under this Agreement and the other Loan Documents. If, in the case of a resignation by the Administrative Agent, no successor Administrative Agent shall have been so appointed by the Required Lenders and, if applicable, approved by the Borrower, and shall have accepted such appointment, within thirty (30) days after the retiring Administrative Agent’s giving of notice of resignation, then the Required retiring Administrative Agent may, on behalf of the Lenders, appoint any one of the other Lenders shall appoint from among Lenders as a successor agent for LendersAdministrative Agent; provided that the Administrative Agent shall have first submitted the names of two (2) Lenders to the Borrower and, which successor agent shall within ten (unless an Event 10) Business Days of Default under Section 8.01(a), Section 8.01(b) or Section 8.01(i) with respect to such submission the Borrower shall not have occurred and be continuing) be subject to approval selected one of such Lenders as the successor Administrative Agent. Upon the acceptance of any appointment as Administrative Agent hereunder by Borrower (which approval shall not be unreasonably withheld or delayed)a successor Administrative Agent, whereupon such successor agent Administrative Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the retiring or removed Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as retiring or removed Administrative Agent shall be terminated, without any other or discharged from all further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment duties and obligations as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring under this Agreement. After any Administrative Agent’s resignation shall nevertheless thereupon become effective, and Lenders shall assume and perform all of the duties of Administrative Agent or removal hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 9 §14 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section and Sections 10.03 and 10.13 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 (i) while the retiring Administrative Agent was acting as Administrative Agent and (ii) after such resignation for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Administrative AgentAgreement.

Successor Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided below, and subject to the consent of the Borrowers (not to be unreasonably withheld), the Administrative Agent may resign as Administrative Agent upon at any time by giving 30 days’ written notice thereof to the Lenders and Borrowerthe Borrowers. Upon any such resignation, the Majority Lenders shall have the right to appoint a successor Administrative Agent from among the Lenders, and the Lenders shall use their best efforts so to appoint a successor the Administrative Agent (subject to consent of the Borrowers not to be unreasonably withheld). If no successor Administrative Agent shall resign as have been so appointed by the Majority Lenders, and shall have accepted such appointment, prior to the effective date of the retiring Administrative Agent’s resignation, the retiring Administrative Agent under this Agreement may, on behalf of and after consulting with the other Loan DocumentsLenders, then the Required Lenders shall appoint a successor Administrative Agent from among the Lenders a (subject to consent of the Borrowers not to be unreasonably withheld). Notwithstanding anything in this Section 12.08 to the contrary, Any such successor agent for Lenders, which successor agent Administrative Agent shall (unless be consented to by the Borrowers at all times other than during the existence of an Event of Default under Section 8.01(a), Section 8.01(b) or Section 8.01(i) with respect to Borrower shall have occurred and be continuing) be subject to approval by Borrower (which approval consent of the Borrowers shall not be unreasonably withheld or delayed). Upon the effectiveness of the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, whereupon such successor agent Administrative Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges, duties and duties obligations of the retiring the Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as retiring Administrative Agent shall be terminateddischarged from its duties and obligations under the Loan Documents. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, without the provisions of this Article XII shall inure to its benefit as to any other actions taken or further act or deed on omitted to be taken by it while it was Agent under the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the LoansLoan Documents. If no successor agent has accepted appointment as the Administrative Agent by the date that which is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Majority Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation as Administrative Agent, It is understood and agreed the provisions of this Section 9 Xxxx/TANE ABWR Joint Venture shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an acceptable successor Administrative Agent under this Agreement to the Borrowers and the other Loan Documents. After Lenders, in the retiring Administrative Agent’s resignation hereunder and under event that Xxxx shall have assigned to the other Loan Documents, Xxxx/TANE ABWR Joint Venture 100% of the provisions of this Section and Sections 10.03 and 10.13 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 (i) while the retiring Administrative Agent was acting as Administrative Agent and (ii) after such resignation for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Administrative Agenttotal Commitments hereunder.

Successor Administrative Agent. Administrative Agent may resign as Administrative Agent upon 30 days’ notice to Lenders and Borrowerthe Lenders. If Administrative Agent shall resign as Administrative Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among Lenders a successor agent for Lendersshall, which successor agent shall with (unless an so long as no Event of Default under Section 8.01(a), Section 8.01(bexists) or Section 8.01(i) with respect to Borrower shall have occurred and be continuing) be subject to approval by the consent of Borrower (which approval shall not be unreasonably withheld or delayed), whereupon appoint from among the Lenders a successor agent for the Lenders. If no successor agent is appointed prior to the effective date of the resignation of Administrative Agent, Administrative Agent may appoint, after consulting with the Lenders and (so long as no Event of Default is then continuing) Borrower, a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, Agent and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approvalagent, and the former retiring Administrative Agent’s rightsappointment, powers and duties as Administrative Agent shall be terminatedterminated (except for any indemnity payments owed to the retiring or removed Administrative Agent). After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, without the provisions of this Section 14 and Sections 15.5 and 15.17 shall inure to its benefit as to any other actions taken or further act or deed on the part of such former omitted to be taken by it while it was Administrative Agent or any of the parties to under this Agreement or any holders of the LoansAgreement. If no successor agent has accepted appointment as Administrative Agent by the date that which is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, effective and the Lenders shall assume and perform all of the duties of Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation ; provided, however, until such time as a successor agent has accepted its appointment as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was retiring Administrative Agent under this Agreement and shall continue to serve as the other Loan Documents. After the retiring Administrative Agent’s resignation hereunder and collateral agent under the other Loan Documents, Collateral Documents with respect to the provisions of this Section and Sections 10.03 and 10.13 shall continue in effect Collateral for the ratable benefit of such retiring Administrative Agent, its sub-agents the Lenders and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them (i) while successors, endorsees, transferees and assigns. If the retiring Administrative Agent was acting Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (c) of the definition thereof, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to Borrower and such Person remove such Person as Administrative Agent and, in consultation with Borrower, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (ii) after or such resignation for earlier day as long as any of them continues to act shall be agreed by the Required Lenders), then such removal shall nonetheless become effective in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection accordance with transferring the agency to any successor Administrative Agentsuch notice on such date.