Common use of Successor Administrative Agent Clause in Contracts

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent and Collateral Agent upon 10 days’ notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent and Collateral Agent under this Agreement and the other Loan Documents, then the Required Lenders shall have the right, subject to the reasonable consent of the Borrower (so long as no Event of Default under Section 7.01(b), (c), (h) or (i) shall have occurred and be continuing), to appoint a successor which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent and Collateral Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective (except in the case of the Collateral Agent holding collateral security on behalf of such Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed), and the Lenders shall assume and perform all of the duties of the Administrative Agent and Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 8.09 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents.

Successor Administrative Agent. The So long as no Event of Default has occurred and is continuing, the Administrative Agent, the Borrower and a successor agent who is a Revolving Lender may, in their sole discretion at any time, agree that such successor agent shall replace the outgoing administrative Agent as Administrative Agent hereunder and under the other Loan Documents. In addition, the Administrative Agent may in its sole discretion resign as Administrative Agent and Collateral Agent at any time upon 10 30 days’ notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent and Collateral Agent under this Agreement and the other Loan Documents, then the Required Lenders shall have appoint from among the rightLenders a successor agent for the Lenders, subject to the reasonable consent of the Borrower which successor agent shall (so long as no unless an Event of Default under Section 7.01(b), (c), (h8(a) or (iSection 8(g) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), to appoint a successor which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, whereupon such . Any successor agent shall succeed to the rights, powers and duties of the Administrative Agent and Collateral Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective (except in the case of the Collateral Agent holding collateral security on behalf of such Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed)effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent and Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for aboveabove (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Issuing Lender under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed). After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 8.09 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. Any resignation by the Administrative Agent pursuant to this Section shall also constitute its resignation as Issuing Lender and Swingline Lender. 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 Issuing Lender and Swingline Lender, (ii) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (iii) the successor Issuing Lender shall issue new letters of credit either (x) in substitution for the Letters of Credit issued by the retiring Issuing Lender or (y) to backstop such Letters of Credit, in each case, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit. Any Issuing Lender that is not the Administrative Agent may resign as an Issuing Lender as separately agreed in writing between such Issuing Lender and the Borrower.

Successor Administrative Agent. The Administrative Agent may resign as at any time, effective upon the appointment and acceptance of a successor Administrative Agent and Collateral Agent upon 10 as provided below, by giving at least five days’ written notice thereof to the Lenders each Lender Agent and the Borrower. If Borrower and may be removed at any time with cause by the Administrative Agent shall resign as Administrative Agent and Collateral Agent under this Agreement Lender Agents and the other Loan DocumentsBorrower acting jointly. Upon any such resignation or removal, then the Required Lenders shall have the right, subject to the reasonable consent of the Borrower Lender Agents acting jointly (so long as no Event of Default under Section 7.01(b)has occurred and is continuing, (c), (h) or (iwith the consent of the Borrower) shall have occurred and be continuing), to appoint a successor which Administrative Agent. Each Lender Agent agrees that it shall be not unreasonably withhold or delay its approval of the appointment of a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, whereupon successor Administrative Agent. If no such successor agent shall succeed to the rights, powers and duties of the Administrative Agent and Collateral Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminatedhave been so appointed, without any other or further act or deed on the part of and shall have accepted 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 10 appointment, within 30 days following a retiring Administrative Agent’s notice of resignation, after the retiring Administrative Agent’s giving of notice of resignation shall nevertheless thereupon become effective (except in or the case removal of the Collateral retiring Administrative Agent, then the retiring Administrative Agent holding collateral security may, on behalf of such the Secured Parties, appoint a successor Administrative Agent which successor Administrative Agent shall be either (i) a commercial bank organized under the laws of the United States or of any state thereof and have a combined capital and surplus of at least $50,000,000 or (ii) an Affiliate of such a bank. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed)Administrative Agent, and the Lenders shall assume and perform all of the duties of the retiring Administrative Agent shall be discharged from its duties and Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for aboveobligations under this Agreement. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Section 8.09 Article IX shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan DocumentsAgreement.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent and Collateral Agent upon 10 at least thirty (30) days’ notice to the Lenders and the BorrowerLenders. If the Administrative Agent shall resign as Administrative Agent and Collateral Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall have the rightshall, subject to the reasonable consent of the Borrower with (so long as no Default or Event of Default under Section 7.01(bexists) the consent of Borrower (which shall not be unreasonably withheld, conditioned or delayed), (c), (h) or (i) shall have occurred and be continuing), to appoint from among Lenders a successor which shall be agent for Lenders. Notwithstanding the immediately foregoing sentence, if no successor agent is appointed prior to the effective date of the resignation of Administrative Agent, Administrative Agent may appoint, after consulting with Lenders and Borrower, a bank with an office in successor agent from among Lenders. Upon the United Statesacceptance of its appointment as successor agent hereunder, or an Affiliate of any such bank with an office in the United States, whereupon such successor agent shall succeed to and become vested with all the rights, powers and duties of the retiring Administrative Agent and Collateral 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 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 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective (except in the case of the Collateral Agent holding collateral security on behalf of such Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed), and the Lenders shall assume and perform all of the duties of the Administrative Agent and Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 8.09 13 and Sections 12.2 and 12.16 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 no successor 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 shall nevertheless thereupon become effective and Lenders shall perform all of the other Loan Documentsduties of Administrative Agent hereunder until such time, if any, as Required Lenders appoint a successor agent as provided for above. The fees payable by Borrower to a successor agent in its capacity as such agent shall be the same as those payable to its predecessor unless otherwise agreed in writing between Borrower and such successor.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent and Collateral Agent upon 10 days’ agent hereunder by giving not fewer than thirty (30) days prior written notice to the Lenders Borrower and the BorrowerLenders. If the Administrative Agent shall resign as Administrative Agent and Collateral Agent under this Agreement and the other Loan DocumentsAgreement, then either (a) the Required Lenders shall have appoint from among the right, subject to Lenders a successor agent for the reasonable Lenders (with the consent of the Borrower (so long as no an Event of Default under Section 7.01(bdoes not exist and which consent shall not be unreasonably withheld), (c), (h) or (ib) if a successor agent shall have occurred not be so appointed and be continuing)approved within the thirty (30) day period following the Administrative Agent’s notice to the Lenders of its resignation, to then the Administrative Agent shall appoint a successor which agent that shall be serve as agent until such time as the Required Lenders appoint a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent and Collateral Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loansagent. If no successor agent has accepted appointment as the Administrative Agent by the date that is 10 thirty (30) days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective (except in the case of the Collateral Agent holding collateral security on behalf of such Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed)effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent and Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon its appointment, such successor agent shall succeed to the rights, powers and duties as agent, and the term “Administrative Agent” means such successor effective upon its appointment, and the former agent’s rights, powers and duties as agent shall be terminated without any other or further act or deed on the part of such former agent or any of the parties to this Agreement. After any retiring Administrative Agent’s resignation as the Administrative Agent, the provisions of this Section 8.09 Article X 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.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent and Collateral Agent upon 10 days’ at any time give notice of its resignation to the Lenders Lenders, Swingline Lender and the Borrower. If the Administrative Agent shall resign as Administrative Agent and Collateral Agent under this Agreement and the other Loan DocumentsUpon receipt of any such notice of resignation, then the Required Lenders shall have the right, subject to the reasonable consent of the Borrower (so long as no Event of Default under Section 7.01(b), (c), (h) or (i) shall have occurred and be continuing)in consultation with Borrower, to appoint a successor which shall be Administrative Agent. Upon the acceptance of a bank with an office in successor’s appointment as Administrative Agent hereunder and notice of such acceptance to the United Statesretiring Administrative Agent, or an Affiliate of any such bank with an office in the United States, whereupon such successor agent shall succeed to and become vested with all of the rights, powers powers, privileges and duties of the Administrative Agent and Collateral Agent, and the term “retiring (or retired) 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 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become immediately effective and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder and under the other Financing Documents (except if such resignation was not already effective and such duties and obligations not already discharged, as provided below in this paragraph). The fees payable by Borrower to a successor Administrative Agent shall be the case 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 Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the Collateral retiring Administrative Agent holding collateral security may on behalf of the Lenders and Swingline Lender (but without any obligation) appoint a successor Administrative Agent. From and following the expiration of such Secured Partiesthirty (30) day period, Administrative Agent shall have the exclusive right, upon one (1) Business Days’ notice to Borrower and the Lenders, to make its resignation effective immediately. From and following the effectiveness of such notice, (i) the retiring Collateral Administrative Agent shall continue be discharged from its duties and obligations hereunder and under the other Financing Documents and (ii) all payments, communications and determinations provided to hold such collateral security as nominee be made by, to or through Administrative Agent shall instead be made by or to each Lender and Swingline Lender directly, until such time as a successor Collateral Agent is appointed), and the Lenders shall assume and perform all of the duties of the Administrative Agent and Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent Administrative Agent as provided for aboveabove in this paragraph. After The provisions of this Agreement shall continue in effect for the benefit of any retiring Administrative Agent’s Agent and its sub-agents after the effectiveness of its resignation as Administrative Agent, hereunder and under the provisions other Financing Documents in respect of this Section 8.09 shall inure to its benefit as to any actions taken or omitted to be taken by it any of them while it was the retiring Administrative Agent under this Agreement and the other Loan Documentswas acting or was continuing to act as Administrative Agent.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent and Collateral Agent upon 10 days’ at any time give notice of its resignation to the Lenders and the BorrowerBorrowers. If the Administrative Agent shall resign as Administrative Agent and Collateral Agent under this Agreement and the other Loan DocumentsUpon receipt of any such notice of resignation, then the Required Lenders shall have the right, subject to without the reasonable requirement of any consent of the Borrower (so long as no Event of Default under Section 7.01(b), (c), (h) or (i) shall have occurred and be continuing)Borrowers, to appoint a successor which shall be Administrative Agent. Upon the acceptance of a bank with an office in successor’s appointment as Administrative Agent hereunder and notice of such acceptance to the United Statesretiring Administrative Agent, or an Affiliate of any such bank with an office in the United States, whereupon such successor agent shall succeed to and become vested with all of the rights, powers powers, privileges and duties of the Administrative Agent and Collateral Agent, and the term “retiring (or retired) 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 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become immediately effective and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder and under the other Financing Documents (except if such resignation was not already effective and such duties and obligations not already discharged, as provided below in this paragraph). The fees payable by Borrowers to a successor Administrative Agent shall be the case same as those payable to its predecessor unless otherwise agreed between Borrowers and such successor. If no such successor shall have been so appointed by Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the Collateral retiring Administrative Agent holding collateral security may on behalf of the Lenders (but without any obligation) appoint a successor Administrative Agent. From and following the expiration of such Secured Partiesthirty (30) day period, Administrative Agent shall have the exclusive right, upon one (1) Business Days’ notice to Borrowers and the Lenders, and the delivery to a Lender, for the benefit of all Lenders, of all Collateral in the possession of the retiring Collateral Administrative Agent, to make its resignation effective immediately. From and following the effectiveness of such notice, (i) the retiring Administrative Agent shall continue be discharged from its duties and obligations hereunder and under the other Financing Documents and (ii) all payments, communications and determinations provided to hold such collateral security as nominee be made by, to or through Administrative Agent shall instead be made by or to each Lender directly, until such time as a successor Collateral Agent is appointed), and the Lenders shall assume and perform all of the duties of the Administrative Agent and Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent Administrative Agent as provided for aboveabove in this paragraph. After The provisions of this Agreement shall continue in effect for the benefit of any retiring Administrative Agent’s Agent and its sub-agents after the effectiveness of its resignation as Administrative Agent, hereunder and under the provisions other Financing Documents in respect of this Section 8.09 shall inure to its benefit as to any actions taken or omitted to be taken by it any of them while it was the retiring Administrative Agent under this Agreement and the other Loan Documentswas acting or was continuing to act as Administrative Agent.

Successor Administrative Agent. The If at any time the Administrative Agent deems it advisable, in its sole discretion, it may resign submit to each of the Lenders a written notice of its resignation as Administrative Agent and Collateral Agent upon 10 days’ notice to under the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent and Collateral Agent under this Agreement and the other Loan Documents, then such resignation to be effective upon the Required Lenders shall have the right, subject to the reasonable consent earlier of the Borrower (so long as no Event of Default under Section 7.01(b), (c), (h) or (i) shall have occurred and be continuing), to appoint a successor which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent and Collateral Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective (except in the case of the Collateral Agent holding collateral security on behalf of such Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed), and the Lenders shall assume and perform all written acceptance of the duties of the Administrative Agent under the Loan Documents by a successor Administrative Agent and Collateral Agent hereunder until (ii) on the 30th day after the date of such timenotice. Upon any such resignation, if any, as the Required Lenders shall have the right to appoint from among the Lenders a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders and accepted such appointment in writing 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 agent Administrative Agent, which successor Administrative Agent shall be a commercial bank organized under the laws of the United States or any State thereof and having a combined capital, surplus, and undivided profits of at least $100,000,000. Upon the acceptance of any appointment as provided for aboveAdministrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent's rights, powers, privileges and duties as Administrative Agent under the Loan Documents shall be terminated. The Borrower and the Lenders shall execute such documents as shall be necessary to effect such appointment. After any retiring Administrative Agent’s 's resignation as Administrative Agent, the provisions of this Section 8.09 the Loan Documents 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. If at any time there shall not be a duly appointed and acting Administrative Agent, the Borrower agrees to make each payment due under the Loan Documents directly to the Persons entitled thereto during such time.

Successor Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent as provided below, the Administrative Agent may resign as Administrative Agent and Collateral Agent upon 10 days’ at any time by giving notice to the Lenders and the BorrowerIBM. If the Administrative Agent shall resign as Administrative Agent and Collateral Agent under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall have appoint from among the rightLenders a successor administrative agent for the Lenders, which successor administrative agent shall be subject to the reasonable consent approval of IBM (which approval shall not be unreasonably withheld). If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent shall have given notice of its resignation, then the retiring Administrative Agent may, on behalf of the Borrower (so long as no Event of Default under Section 7.01(b)Lenders, (c), (h) or (i) shall have occurred and be continuing), to appoint a successor Administrative Agent from among the Lenders, which successor administrative agent shall be a bank with an office in subject to the United States, or an Affiliate approval of IBM (which approval shall not be unreasonably withheld). Upon the acceptance of any such bank with an office in the United Statesappointment as Administrative Agent hereunder by a permitted successor, whereupon such successor administrative agent shall succeed to the rights, powers and duties of the Administrative Agent and Collateral Agent, and the term “Administrative Agent” shall mean such successor administrative 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 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective (except in the case of the Collateral Agent holding collateral security on behalf of such Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed), and the Lenders shall assume and perform all of the duties of the Administrative Agent and Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for aboveobligations owing hereunder. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 8.09 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 DocumentsAgreement.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent and Collateral Agent upon 10 at any time by giving ten (10) days’ ' prior written notice to the Lenders Borrower and the BorrowerLenders. If the Administrative Agent shall resign as Administrative Agent and Collateral Agent under this Agreement and the other Loan DocumentsUpon any such notice of resignation, then the Required Lenders shall have will, with the right, subject to the reasonable prior written consent of the Borrower (so long as no which consent shall not be unreasonably withheld), appoint from among the Lenders a successor to the Administrative Agent (provided that the Borrower's consent shall not be required in the event a Default or Event of Default under Section 7.01(b), (c), (h) or (i) shall have occurred and be continuing), to appoint a successor which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent and Collateral Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has to the Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such ten-day period, 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 from among the Lenders. Upon the acceptance of any appointment as Administrative Agent by the date that is 10 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 resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective (except in the case of the Collateral Agent holding collateral security on behalf of such Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed), and the Lenders shall assume and perform all of the duties of the retiring Administrative Agent shall be discharged from its duties and Collateral Agent obligations hereunder until such time, if any, as and under the Required Lenders appoint a successor agent as provided for aboveother Credit Documents. After any retiring Administrative Agent’s 's resignation as Administrative Agent, the provisions of this Section 8.09 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 to the Administrative Agent under this Agreement has accepted appointment as Administrative Agent by the 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 thereafter perform all of the duties of the Administrative Agent hereunder and under the other Loan DocumentsCredit Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for hereinabove.

Successor Administrative Agent. (a) The Administrative Agent may resign as at any time by giving 30 days’ prior written notice thereof to the Lenders, the L/C Issuers and the Opco Borrower, whether or not a successor Administrative Agent and Collateral Agent upon 10 days’ notice to the Lenders and the Borrowerhas been appointed. If the Administrative Agent shall resign as Administrative Agent and Collateral Agent under this Agreement and the other Loan DocumentsUpon any such resignation, then the Required Lenders shall have the right, subject to the reasonable consent of the Borrower (so long as no Event of Default under Section 7.01(b), (c), (h) or (i) shall have occurred and be continuing), 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, then the retiring Administrative Agent may, on behalf of the Lenders and the L/C Issuers, appoint a successor Administrative Agent, which shall be a bank with an office in the United StatesNew York, New York or an Affiliate of any such bank with an office in the United Statesbank. In either case, whereupon such successor agent appointment shall succeed be subject to the rights, powers and duties prior written approval of the Administrative Agent Opco Borrower (which approval may not be unreasonably withheld and Collateral Agent, shall not be required while an Event of Default has occurred and is continuing). Upon 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 acceptance of 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 10 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 shall nevertheless thereupon become effective (except in the case of the Collateral Agent holding collateral security on behalf of such Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed), be discharged from its duties and the Lenders shall assume and perform all of the duties of the Administrative Agent and Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 8.09 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. The fees payable by any Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Opco Borrower and such successor. 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.

Successor Administrative Agent. The Administrative Agent may resign as at any time, effective upon the appointment and acceptance of a successor Administrative Agent as provided below, by giving at least five (5) days' written notice thereof to each Lender and Collateral Agent upon 10 days’ notice to the Borrower and may be removed at any time with cause by the Lenders and the Borroweracting jointly. If the Administrative Agent shall resign as Administrative Agent and Collateral Agent under this Agreement and the other Loan DocumentsUpon any such resignation or removal, then the Required Lenders shall have the rightappoint a successor Administrative Agent, subject to the reasonable consent approval of the Borrower and the Originator (so long as no which approval shall not be (i) unreasonably withheld, conditioned or delayed or (ii) required at any time during the continuance of an Event of Default under Section 7.01(bor after the declaration or automatic occurrence of the Facility Maturity Date), (c), (h) . Each Lender agrees that it shall not unreasonably withhold or (i) delay its approval of the appointment of a successor Administrative Agent. If no such successor Administrative Agent shall have occurred been so appointed, and be continuing)shall have accepted such appointment, to within thirty (30) days after the retiring Administrative Agent's giving of notice of resignation or the removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Secured Parties, appoint a successor Administrative Agent which successor Administrative Agent shall be either (x) a commercial bank with an office in organized under the laws of the United States, States or of any state thereof and have a combined capital and surplus of at least $50,000,000 or (y) an Affiliate of such a bank. Upon the acceptance of any such bank with an office in the United Statesappointment as 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 and duties of the retiring Administrative Agent and Collateral Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as 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 discharged from its duties and obligations under this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective (except in the case of the Collateral Agent holding collateral security on behalf of such Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed), and the Lenders shall assume and perform all of the duties of the Administrative Agent and Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for aboveAgreement. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative Agent, the provisions of this Section 8.09 Article IX shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan DocumentsAgreement.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent and Collateral Agent upon 10 days’ at any time by giving written notice thereof to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent and Collateral Agent under this Agreement and the other Loan DocumentsUpon any such resignation, then the Required Lenders shall have the rightright (with, subject to the reasonable consent of the Borrower (so long as no Event Default is continuing, the Borrower’s consent (which consent shall not be unreasonably withheld or delayed)) to appoint, on behalf of Default under Section 7.01(b)the Borrower and the Holders of Secured Obligations, (c), (h) or (i) shall have occurred and be continuing), to appoint a successor which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent and Collateral Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent shall have been so appointed by the date that is 10 Required Lenders and shall have accepted such appointment within thirty days following a retiring Administrative Agent’s notice of resignation, after the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective giving notice of resignation, then the retiring Administrative Agent may appoint (except in with, so long as no Default or Unmatured Default is continuing, the case of the Collateral Agent holding collateral security Borrower’s consent), on behalf of the Borrower and the Holders of Secured Obligations, a successor Administrative Agent. Notwithstanding anything herein to the contrary, so long as no Default has occurred and is continuing, each such Secured Partiessuccessor Administrative Agent shall be subject to approval by the Borrower, which approval shall not be unreasonably withheld or delayed. Such successor Administrative Agent shall be a commercial bank or other financial institution having capital and retained earnings 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 thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed)Administrative Agent, and the Lenders shall assume and perform all of the duties of the retiring Administrative Agent shall be discharged from its duties and Collateral Agent obligations hereunder until such time, if any, as and under the Required Lenders appoint a successor agent as provided for aboveother Loan Documents. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 8.09 Article XI 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 hereunder and under this Agreement and the other Loan Documents.

Successor Administrative Agent. The Administrative Agent may resign as at any time, effective upon the appointment and acceptance of a successor Administrative Agent and Collateral Agent upon 10 as provided below, by giving at least five days’ written notice thereof to each Lender and may be removed at any time with cause by the Lenders. Upon any such resignation or removal, the Lenders and the Borrower. If the acting jointly shall appoint a successor Administrative Agent which shall resign be an Eligible Successor Agent (as Administrative Agent and Collateral Agent under this Agreement and the other Loan Documents, then the Required Lenders shall have the right, subject to the reasonable consent of the Borrower defined below); provided that (x) so long as no Event of Default under Section 7.01(b), (c), (h) or (i) shall have has occurred and be is continuing), the Borrower shall consent in its sole discretion to appoint a successor which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent and Collateral Agent(y) after an Event of Default has occurred and is continuing, and the term “Lender may appoint any Person as a successor Administrative Agent” . Each Lender agrees that it shall mean not unreasonably withhold or delay its approval of the appointment of a successor Administrative Agent. If no such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminatedhave been so appointed, without any other or further act or deed on the part of and shall have accepted 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 10 appointment, within 30 days following a retiring Administrative Agent’s notice of resignation, after the retiring Administrative Agent’s giving of notice of resignation shall nevertheless thereupon become effective (except in or the case removal of the Collateral retiring Administrative Agent, then the retiring Administrative Agent holding collateral security may, on behalf of such the Secured Parties, appoint a successor Administrative Agent which successor Administrative Agent shall be either (i) a commercial bank organized under the laws of the United States or of any state thereof and have a combined capital and surplus of at least $50,000,000 or (ii) an Affiliate of such a bank (each, an “Eligible Successor Agent”). Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed)Administrative Agent, and the Lenders shall assume and perform all of the duties of the retiring Administrative Agent shall be discharged from its duties and Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for aboveobligations under this Agreement. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Section 8.09 Article IX shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan DocumentsAgreement.

Successor Administrative Agent. (a) The Administrative Agent may resign as Administrative Agent and Collateral Agent upon 10 at any time by giving 30 days’ prior written notice thereof to the Lenders Lenders, the L/C Issuers and the Borrower. If the , whether or not a successor Administrative Agent shall resign as Administrative Agent and Collateral Agent under this Agreement and the other Loan Documentshas been appointed. Upon any such resignation, then the Required Lenders shall have the right, subject to the reasonable consent approval (not to be unreasonably withheld, delayed or conditioned) of the Borrower (so long as no unless an Event of Default under Section 7.01(b8.01(a), (c), (hf) or (ig) shall have has occurred and be is continuing), ) to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed, 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 L/C Issuers, appoint a successor Administrative Agent, which shall be a bank with an office in the United StatesNew York, New York or an Affiliate of any such bank with an office in the United Statesbank. In either case, whereupon such successor agent appointment shall succeed be subject to the rights, powers and duties prior written approval of the Administrative Agent Borrower (which approval may not be unreasonably withheld and Collateral Agent, shall not be required while an Event of Default has occurred and is continuing). Upon 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 acceptance of 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 10 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 shall nevertheless thereupon become effective (except in the case of the Collateral Agent holding collateral security on behalf of such Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed), be discharged from its duties and the Lenders shall assume and perform all of the duties of the Administrative Agent and Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 8.09 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. 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.

Successor Administrative Agent. The (a) If at any time the Administrative Agent deems it advisable, in its sole discretion, it may resign submit to each other Credit Party a written notice of its resignation as Administrative Agent and Collateral Agent upon 10 days’ notice to under the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent and Collateral Agent under this Agreement and the other Loan Documents, then such resignation to be effective upon the Required Lenders shall have the right, subject to the reasonable consent earlier of the Borrower (so long as no Event of Default under Section 7.01(b), (c), (h) or (i) shall have occurred and be continuing), to appoint a successor which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent and Collateral Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective (except in the case of the Collateral Agent holding collateral security on behalf of such Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed), and the Lenders shall assume and perform all written acceptance of the duties of the Administrative Agent under the Loan Documents by a successor Administrative Agent and Collateral Agent hereunder until (ii) on the 30th day after the date of such timenotice. Upon any such resignation, if any, as the Required Lenders shall have the right to appoint from among the Lenders a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders and accepted such appointment in writing within 30 days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the other Credit Parties, appoint a successor agent Administrative Agent, which successor Administrative Agent shall be a commercial bank organized under the laws of the United States or any State thereof and having a combined capital, surplus, and undivided profits of at least $100,000,000. Upon the acceptance of any appointment as provided for aboveAdministrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent other than any amounts owed to the retiring Administrative Agent pursuant to Section 10.7 hereof, and the retiring Administrative Agent’s rights, powers, privileges and duties as Administrative Agent under the Loan Documents shall be terminated. The Borrower and the Credit Parties (other than the Administrative Agent) shall execute such documents as shall be necessary to effect such appointment. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 8.09 the Loan Documents shall inure to its benefit as to any actions taken or omitted to be taken by it it, and any amounts owing to it, while it was Administrative Agent under this Agreement and the other Loan Documents. If at any time there shall not be a duly appointed and acting Administrative Agent, the Borrower agrees to make each payment due under the Loan Documents directly to the Credit Party entitled thereto during such time. Notwithstanding anything to the contrary contained in this Section 10.9, the appointment of any successor Administrative Agent shall be consented to by the Borrower (such consent not to be unreasonably withheld and such consent not to be required during the occurrence and continuance of any Default).

Successor Administrative Agent. The Administrative Agent may may, upon at least thirty days' notice to the Borrower, the Collection Agent and each Funding Agent, resign as Administrative Agent. Except as provided below, such resignation shall not become effective until a successor Administrative Agent and Collateral Agent upon 10 days’ notice to is appointed by the Required Committed Lenders and the Borrowerhas accepted such appointment. If the no successor Administrative Agent shall resign as have been so appointed by the Required Committed Lenders, within 30 days after the departing Administrative Agent's giving of notice of resignation, the departing Administrative Agent and Collateral Agent under this Agreement and the other Loan Documentsmay, then on behalf of the Required Lenders Committed Lenders, appoint a successor Administrative Agent, which successor Administrative Agent shall have the right, subject to the reasonable consent short-term debt ratings of the Borrower at least A-1 from S&P and P-1 from Xxxxx'x and shall be either a commercial bank having a combined capital and surplus of at least $250,000,000 or a Subsidiary of such an institution and (so long as no Termination Event of Default under Section 7.01(b), (c), (h) or (ihas occurred and is continuing hereunder) shall have occurred and be continuing), to appoint a successor which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, whereupon such successor agent shall succeed acceptable to the rights, powers and duties of the Administrative Agent and Collateral Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the LoansBorrower. If no successor agent has accepted appointment as Administrative Agent shall have been so appointed by the date that is 10 Required Committed Lenders within 60 days following a retiring after the departing Administrative Agent’s 's giving of notice of resignation, the departing Administrative Agent may, on behalf of the Required Committed Lenders, petition a court of competent jurisdiction to appoint a successor Administrative Agent, which successor Administrative Agent shall have short-term debt ratings of at least A-1 from S&P and P-1 from Xxxxx'x, and shall be either a commercial bank having a combined capital and surplus of at least $250,000,000 or a Subsidiary of such an institution. Upon such acceptance of its appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall succeed to and become vested with all the rights and duties of the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective (except in the case of the Collateral Agent holding collateral security on behalf of such Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed), and the Lenders shall assume and perform all of the duties of the retiring Administrative Agent shall be discharged from any further duties and Collateral Agent hereunder until such time, if any, as obligations under the Required Lenders appoint a successor agent as provided for aboveTransaction Documents. After any retiring Administrative Agent’s 's resignation as Administrative Agenthereunder, the provisions of Section 2.6 of the Servicing Agreement and Article X and this Section 8.09 Article VIII of this Agreement 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 DocumentsAgent.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent and Collateral Agent upon 10 30 days’ notice to the Lenders and the BorrowerLoan Party Representative. If the Administrative Agent shall resign as Administrative Agent and Collateral Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall have the rightshall, subject to the reasonable consent of the Borrower with (so long as no Event of Default under Section 7.01(bexists) the consent of the Loan Party Representative (which shall not be unreasonably withheld or delayed), (c), (h) or (i) shall have occurred and be continuing), to appoint from among the Lenders a successor which shall be agent for the Lenders. 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 Loan Party Representative, a bank with an office in successor agent from among the United StatesLenders. Upon the acceptance of its appointment as successor agent hereunder, or an Affiliate of any such bank with an office in the United States, whereupon such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and Collateral 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 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 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective (except in the case of the Collateral Agent holding collateral security on behalf of such Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed), and the Lenders shall assume and perform all of the duties of the Administrative Agent and Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 8.09 14 and Sections 15.5 and 15.17 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 no successor agent has accepted 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 shall nevertheless thereupon become effective and the other Loan DocumentsLenders 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 for above.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent and Collateral Agent upon 10 days’ at any time give notice of its resignation to the Lenders Lenders, the Issuing Lender and the Borrower. If the Administrative Agent shall resign as Administrative Agent and Collateral Agent under this Agreement and the other Loan DocumentsUpon receipt of any such notice of resignation, then the Required Lenders shall have the right, subject to the reasonable consent of the Borrower (so long as no Borrower’s approval unless an Event of Default under Section 7.01(b), (c), (h) or (i) shall have has occurred and is continuing (such approval not to be continuingunreasonably withheld), to appoint a successor which shall be a bank with an office in the United States, Lender or an Affiliate of any such bank with an office in the United States, whereupon a Lender as a successor. If no such successor agent shall succeed to have been so appointed by the rightsRequired Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, powers and duties then the retiring Administrative Agent may on behalf of the Lenders and the Issuing Lender, appoint a successor Administrative Agent; provided, that such successor Administrative Agent has minimum capital and Collateral Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part surplus of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loansat least $500,000,000. If no successor administrative agent has accepted appointment as Administrative Agent by within sixty (60) days after the date that is 10 days following a retiring Administrative Agent’s Agent giving notice of resignation, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Administrative Agent’s resignation Agent shall nevertheless thereupon become effective be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any Collateral held by the Collateral Administrative Agent holding collateral security on behalf of such Secured Partiesthe Lenders or the Issuing Lender under any of the Credit Documents, the retiring Collateral Administrative Agent shall continue to hold such collateral security as nominee Collateral until such time as a successor Collateral Administrative Agent is appointed)) and (b) all payments, communications and the Lenders shall assume and perform all of the duties of determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and Collateral Agent hereunder the Issuing Lender directly, until such time, if any, time as the Required Lenders appoint a successor agent Administrative Agent as provided for aboveabove in this paragraph. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After any the retiring Administrative Agent’s resignation as Administrative Agenthereunder and under the other Credit Documents, the provisions of this Article and Section 8.09 9.5 shall inure to continue in effect for the benefit of such retiring Administrative Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was the retiring Administrative Agent was acting as Administrative Agent. Any resignation by Xxxxx Fargo Bank, as Administrative Agent pursuant to this Section shall also constitute its resignation as Issuing Lender and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under this Agreement and the other Loan Credit Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit; provided that Xxxxx Fargo Bank shall remain an Issuing Lender hereunder with respect to any outstanding Letter of Credit issued prior to its resignation until such Letter of Credit has expired or is replaced.

Successor Administrative Agent. The Administrative Agent may may, upon thirty (30) days’ prior notice to Seller and the Managing Agents, and the Administrative Agent shall, upon the direction of all of the Purchasers (other than the Administrative Agent, in its individual capacity) resign as Administrative Agent. Each Managing Agent and Collateral Agent may, upon 10 thirty (30) days’ prior notice to Seller, the Lenders Administrative Agent, the Purchasers in its Purchase Group, and each Managing Agent shall, upon the Borrowerdirection of all of the Purchasers in its Purchase Group (other than the Managing Agent, in its individual capacity), resign as a Managing Agent. If the Administrative Agent shall resign as Administrative Agent and Collateral Agent under this Agreement and the other Loan Documentsresign, then the Required Lenders Managing Agents during such thirty-day period shall have appoint from among the rightPurchasers a successor Administrative Agent. If a Managing Agent shall resign, subject to then the reasonable consent of the Borrower (so long as no Event of Default under Section 7.01(b), (c), (h) or (i) Purchasers in its Purchase Group shall have occurred and be continuing), to appoint a successor which shall be a bank with an office in the United States, or an Affiliate of managing agent during such thirty-day period. If for any such bank with an office in the United States, whereupon such reason no successor agent shall succeed to the rights, powers and duties of the Administrative Agent and Collateral Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any Managing Agent is so appointed during such thirty-day period, then effective upon the termination 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 10 days following a retiring Administrative Agent’s notice of resignationsuch thirty-day period, the retiring Administrative Agent’s resignation Purchasers shall nevertheless thereupon become effective (except in the case of the Collateral Agent holding collateral security on behalf of such Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed), and the Lenders shall assume and perform all of the duties of the Administrative Agent and Collateral Agent hereunder until or the Purchasers in the applicable Purchase Group shall perform all of the duties of such time, if anyManaging Agent, as applicable, hereunder and under the Required Lenders appoint a successor agent other Transaction Documents and Seller and Servicer (as provided applicable) shall make all payments in respect of the Aggregate Unpaids directly to the applicable Purchasers and for aboveall purposes shall deal directly with the Purchasers. After the effectiveness of any retiring Managing Agent’s or any Administrative Agent’s resignation hereunder as Managing Agent or Administrative Agent, the retiring Managing Agent or Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Transaction Documents and the provisions of this Section 8.09 Article XI and Article X shall inure to continue in effect for its benefit as with respect to any actions taken or omitted to be taken by it while it was Managing Agent or Administrative Agent under this Agreement and under the other Loan Transaction Documents.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent and Collateral Agent upon 10 days’ notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent and Collateral Agent under this Agreement and the other Loan DocumentsDocuments upon 30 days’ notice to the Lenders and the Borrower. Any such resignation by the Administrative Agent hereunder shall also constitute its resignation as an Issuing Bank, in which case the resigning Administrative Agent (x) shall not be required to issue any further Letters of Credit hereunder and (y) shall maintain all of its rights as Issuing Bank with respect to any Letters of Credit issued by it prior to the date of such resignation. Upon any such resignation, then the Required Lenders shall have the right, subject to the reasonable consent of the Borrower (so long as no Event of Default under Section 7.01(b), (c), (h) or (i) shall have occurred and be continuing), to appoint a successor which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent and Collateral Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective (except in the case of the Collateral Agent holding collateral security on behalf of such Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed), and the Lenders shall assume and perform all of the duties of the Administrative Agent and Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Article VIII and Section 8.09 9.05 shall inure to its benefit as to any actions taken or omitted to be taken by it it, its Subagents and their respective Related Parties while it was Administrative Agent under this Agreement and the other Loan Documents.

Successor Administrative Agent. (a) The Administrative Agent may resign as Administrative Agent and Collateral Agent upon 10 at any time by giving 30 days’ prior written notice thereof to the Lenders and the Borrower. If the , whether or not a successor Administrative Agent shall resign as Administrative Agent and Collateral Agent under this Agreement and the other Loan Documentshas been appointed. Upon any such resignation, then the Required Lenders APA shall have the right, subject to in consultation with the reasonable consent of the Borrower (so long as no Event of Default under Section 7.01(b), (c), (h) or (i) shall have occurred and be continuing)Required Xxxxxxx, to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed, 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 the United StatesNew York, New York or an Affiliate of any such bank with an office in the United Statesbank. In either case, whereupon such successor agent appointment shall succeed be subject to the rights, powers and duties prior written approval of the Administrative Agent Borrower (which approval may not be unreasonably withheld and Collateral Agent, shall not be required while an Event of Default has occurred and is continuing). Upon 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 acceptance of 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 10 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 shall nevertheless thereupon become effective (except in the case of the Collateral Agent holding collateral security on behalf of such Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed), be discharged from its duties and the Lenders shall assume and perform all of the duties of the Administrative Agent and Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 8.09 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. 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. In the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders and the Borrower as of the date of its resignation.

Successor Administrative Agent. The Administrative Agent may resign as at any time, effective upon the appointment and acceptance of a successor Administrative Agent and Collateral Agent upon 10 as provided below, by giving at least five days’ written notice thereof to the Lenders Lender and the BorrowerBorrower and may be removed at any time with cause by the Lender. If Upon any such resignation or removal, the Lender shall appoint a successor Administrative Agent shall resign as Administrative Agent and Collateral Agent under this Agreement and the other Loan Documents, then the Required Lenders shall have the right, subject to the reasonable consent of the Borrower Agent; provided that (x) so long as no Event of Default under Section 7.01(b)has occurred, (c)unless the Borrower shall otherwise consent in its sole discretion, (h) or (i) shall have occurred and be continuing), to the Lender may only appoint a successor which shall be a bank with an office in the United States, or Administrative Agent who is an Affiliate of SMBC who is not a Designated Entity and (y) after an Event of Default has occurred, the Lender may appoint any such bank Person as a successor Administrative Agent who is not a Designated Entity (and with an office the consent of the Borrower, in the United StatesBorrower’s sole discretion, whereupon may appoint a Designated Entity as a successor Administrative Agent). The Lender agrees that it shall not unreasonably withhold or delay its approval of the appointment of a successor Administrative Agent. If no such successor agent shall succeed to the rights, powers and duties of the Administrative Agent and Collateral Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminatedhave been so appointed, without any other or further act or deed on the part of and shall have accepted 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 10 appointment, within 30 days following a retiring Administrative Agent’s notice of resignation, after the retiring Administrative Agent’s giving of notice of resignation shall nevertheless thereupon become effective (except in or the case removal of the Collateral retiring Administrative Agent, then the retiring Administrative Agent holding collateral security may, on behalf of such the Secured Parties, appoint a successor Administrative Agent which successor Administrative Agent shall be either (i) a commercial bank organized under the laws of the United States or of any state thereof and have a combined capital and surplus of at least $50,000,000 or (ii) an Affiliate of such a bank. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed)Administrative Agent, and the Lenders retiring Administrative Agent shall assume be discharged from its duties and perform all of the duties obligations under this Agreement. After any resignation or removal of the Administrative Agent and Collateral 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 Agenthereunder, the provisions of this Section 8.09 Article IX shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan DocumentsAgreement.

Successor Administrative Agent. (a) The Administrative Agent may resign as Administrative Agent and Collateral Agent upon 10 at any time by giving 30 days’ prior written notice thereof to the Lenders Lenders, the Issuing Banks and the Borrower. If the , whether or not a successor Administrative Agent shall resign as Administrative Agent and Collateral Agent under this Agreement and the other Loan Documentshas been appointed. Upon any such resignation, then the Required Lenders shall have the right, subject to the reasonable consent of the Borrower (so long as no Event of Default under Section 7.01(b), (c), (h) or (i) shall have occurred and be continuing), right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Xxxxxxx, and shall have accepted such appointment, within thirty (30) days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor Administrative Agent, which shall be a bank with an office in the United StatesNew York, New York or an Affiliate of any such bank with an office in the United Statesbank. In either case, whereupon such successor agent appointment shall succeed be subject to the rights, powers and duties prior written approval of the Administrative Agent Borrower (which approval may not be unreasonably withheld, conditioned or delayed and Collateral Agentshall not be required while an Event of Default under clauses (a), (b), (d) (solely with respect to a breach of Section 6.12), (h), (i) or (m) of Article VII has occurred and is continuing). Upon 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 acceptance of 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 10 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 shall nevertheless thereupon become effective (except in the case of the Collateral Agent holding collateral security on behalf of such Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed), be discharged from its duties and the Lenders shall assume and perform all of the duties of the Administrative Agent and Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 8.09 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. 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.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent and Collateral Agent upon 10 days’ at any time by giving written notice thereof to the Lenders Banks and the Borrower. If Upon any such resignation of the Administrative Agent shall resign as Administrative Agent and Collateral Agent under this Agreement and Agent, the other Loan Documents, then the Required Lenders Majority Banks shall have the right, subject to the reasonable consent of the Borrower (so long as no Event of Default under Section 7.01(b), (c), (h) or (i) shall have occurred and be continuing), right to appoint a successor which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent and Collateral Agent, and to assume 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 position 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 Loansretiring Administrative Agent. If no successor agent has accepted appointment as Administrative Agent shall have been so appointed by the date that is 10 Majority Banks, and shall have accepted such appointment, within thirty (30) days following a retiring Administrative Agent’s notice of resignation, after the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective (except in giving of notice of resignation, then the case of the Collateral retiring Administrative Agent holding collateral security may, on behalf of the Banks, appoint a successor Administrative Agent, which shall be either a Bank hereunder or 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 $500,000,000. The Borrower shall have the right to approve any successor Administrative Agent, which approval shall not be unreasonably withheld (in all such Secured Partiescases the Borrower shall be entitled to take into account its past and then existing commercial banking relationships, among other things); provided that if an Event of Default shall have occurred, such right of the Borrower to approve the successor Administrative Agent shall be suspended during the continuance of such Event of Default. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed)Administrative Agent, and the Lenders shall assume and perform all of the duties of the retiring Administrative Agent shall be discharged from its duties and Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for aboveobligations under this Agreement. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 8.09 Article X 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 DocumentsAgreement.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent and Collateral Agent upon 10 days’ at any time give notice of its resignation to the Lenders and the BorrowerCompany. If the Administrative Agent shall resign as Administrative Agent and Collateral Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall have appoint from among the right, subject Lenders a successor agent for the Lenders. If no successor agent is appointed prior to the reasonable consent effective date of the Borrower (so long as no Event resignation of Default under Section 7.01(b)the Administrative Agent, (c)the Administrative Agent may appoint, (h) or (i) shall have occurred after consulting with the Lenders and be continuing)the Company, to appoint a successor which shall be a bank with an office in agent from among the United StatesLenders. Upon the acceptance by the Lender so selected of its appointment as successor agent hereunder, or an Affiliate of any such bank with an office in the United States, whereupon such successor agent shall succeed to all of the rights, powers and duties of the retiring Administrative Agent and Collateral Agent, and the term “Administrative Agent” as used herein and in the other Loan Documents shall mean such successor agent effective upon such appointment and approval, and the former retiring Administrative Agent’s rightsappointment, powers and duties as the Administrative Agent shall be terminated. After any retiring Administrative Agent’s resignation hereunder as the Administrative Agent, without the provisions of this Article 12 and Section 14.4 shall inure to its benefit as to any other actions taken or further act or deed on omitted 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 10 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 121 become effective (except in the case of the Collateral Agent holding collateral security on behalf of such Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed), and the Lenders shall assume and perform all of the duties of the Administrative Agent and Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After above (except that in the case of any Collateral held by the existing Administrative Agent on behalf of the Secured Parties under the Loan Documents, the retiring Administrative Agent’s resignation Agent shall continue to hold such Collateral on behalf of the Secured Parties until such time as Administrative Agent, the provisions of this Section 8.09 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was a successor Administrative Agent under this Agreement and the other Loan Documentsis appointed).

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent and Collateral Agent upon at any time by giving 10 days’ prior written notice thereof to the Lenders, the Issuers and the Parent. The Administrative Agent may be removed by the Required Lenders at any time by giving 10 days’ prior written notice thereof to the Administrative Agent, the Issuers, the other Lenders and the BorrowerParent. If the Administrative Agent shall resign as Administrative Agent and Collateral Agent under this Agreement and the other Loan DocumentsUpon any such resignation or removal, then the Required Lenders shall have the rightright to appoint a successor Administrative Agent, subject to the reasonable consent of the Borrower Parent (so long as no which consent shall not be unreasonably withheld and shall not be required if an Event of Default under Section 7.01(b), (c), (h) or (i) shall have has occurred and be is continuing), to appoint a successor which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent and Collateral Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by shall have been so appointed and consented to, and shall have accepted such appointment, within 30 days after such notice of resignation or removal, then the date that is 10 days following a retiring Administrative Agent may, on behalf of the Lenders and Issuers, appoint a successor Administrative Agent’s notice of resignation; provided that if the Administrative Agent is resigning, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective (except in on the case date that is 40 days after its initial notice of the Collateral Agent holding collateral security on behalf of such Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed), resignation and the Lenders shall assume and perform all of the duties of the Administrative Agent and Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After Each successor Administrative Agent shall be a commercial bank or trust company organized under the laws of the United States of America or any State thereof and having a combined capital and surplus of at least $1,000,000,000. Upon the acceptance by a successor Administrative Agent of its appointment as Administrative Agent hereunder, such successor Administrative Agent shall thereupon succeed to and become vested with all the properties, rights, powers, privileges and duties of the former Administrative Agent, without further act, deed or conveyance. Upon the effective date of resignation or removal of a retiring Administrative Agent’s resignation as , such Administrative AgentAgent shall be discharged from its duties under this Agreement and the other Loan Documents, but the provisions of this Section 8.09 Agreement 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 DocumentsAgreement.

Successor Administrative Agent. The Administrative Agent may resign as at any time, effective upon the appointment and acceptance of a successor Administrative Agent and Collateral Agent upon 10 as provided below, by giving at least five days’ written notice thereof to the Lenders each Purchaser and the BorrowerSeller and may be removed at any time with cause by the Purchasers acting jointly. If Upon any such resignation or removal, the Administrative Agent shall resign as Administrative Agent and Collateral Agent under this Agreement and Class A Purchasers, the Class B Purchasers (other Loan Documentsthan, if a Termination Event then exists, any Class B Purchaser which is the Required Lenders shall have the right, subject to the reasonable consent of the Borrower (so long as no Event of Default under Section 7.01(b), (c), (h) or (i) shall have occurred and be continuing), to appoint a successor which shall be a bank with an office in the United States, Seller or an Affiliate of any such bank with an office in the United States, whereupon Seller) and (unless a Termination Event then exists) the Seller acting jointly shall appoint a successor Administrative Agent. Each of the Purchasers and the Seller agrees that it shall not unreasonably withhold or delay its approval of the appointment of a successor Administrative Agent. If no such successor agent shall succeed to the rights, powers and duties of the Administrative Agent and Collateral Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminatedhave been so appointed, without any other or further act or deed on the part of and shall have accepted 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 10 appointment, within 30 days following a retiring Administrative Agent’s notice of resignation, after the retiring Administrative Agent’s giving of notice of resignation shall nevertheless thereupon become effective (except in or the case removal of the Collateral retiring Administrative Agent, then the retiring Administrative Agent holding collateral security may, on behalf of such the Secured Parties, appoint a successor Administrative Agent which successor Administrative Agent shall be either (i) a commercial bank organized under the laws of the United States or of any state thereof and have a combined capital and surplus of at least $50,000,000 or (ii) an Affiliate of such a bank. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed)Administrative Agent, and the Lenders shall assume and perform all of the duties of the retiring Administrative Agent shall be discharged from its duties and Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for aboveobligations under this Agreement. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Section 8.09 Article XII shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan DocumentsAgreement.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent and Collateral Agent upon 10 days’ at any time by giving thirty (30) days prior written notice thereof to the Lenders Participants and the Borrower. If the Administrative Agent shall resign as Administrative Agent Lessee and Collateral Agent under this Agreement and the other Loan Documents, then may be removed at any time with or without cause by the Required Lenders Participants. Upon any such resignation or removal, the Required Participants shall have the right, subject to the reasonable consent of the Borrower (so long as no Event of Default under Section 7.01(b), (c), (h) or (i) shall have occurred and be continuing), right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Participants, and shall have accepted such appointment, within thirty (30) days after the retiring Administrative Agent’s giving of notice of resignation or the Required Participants’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Participants, appoint a successor Administrative Agent, which shall be a commercial bank described in clause (a) or (b) of the definition of “Eligible Assignee” with an office in the United StatesNew York, New York (or an Affiliate of any such bank with an office in bank) and have a combined capital and surplus of at least $150,000,000. Upon the United Statesacceptance of any appointment as 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 and duties of the retiring Administrative Agent and Collateral Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as 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 discharged from its duties and obligations under this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective (except in the case of the Collateral Agent holding collateral security on behalf of such Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed), and the Lenders shall assume and perform all of the duties of the Administrative Agent and Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for aboveParticipation Agreement. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Section 8.09 Article XVI 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 Participation Agreement. Notwithstanding the foregoing if no Event of Default shall have occurred and be continuing, then no successor Administrative Agent shall be appointed under this Section 16.8 without the other Loan Documentsprior written consent of the Lessee, which consent shall not be unreasonably withheld or delayed.

Successor Administrative Agent. (a) The Administrative Agent may resign as Administrative Agent and Collateral Agent upon 10 days’ notice to the Lenders and the BorrowerBorrowers. If the Administrative Agent shall resign as Administrative Agent and Collateral Agent under this Agreement and the other Loan Documents, then the Required Lenders shall have the right, subject to the reasonable consent of the Borrower Borrowers (so long as no Event of Default under Section 7.01(b), (c), (h) or (i) shall have occurred and be continuing), to appoint a successor which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent and Collateral Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective (except in the case of the Collateral Agent holding collateral security on behalf of such Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed), and the Lenders shall assume and perform all of the duties of the Administrative Agent and Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 8.09 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents.

Successor Administrative Agent. The Administrative Agent may resign as the Administrative Agent and Collateral Agent upon 10 thirty (30) days’ notice to the Lenders and the BorrowerBorrowers. If the Administrative Agent shall resign as Administrative Agent and Collateral Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall have appoint from among the rightLenders a successor agent for the Lenders, subject which successor agent shall be consented to by the reasonable consent Borrowers at all times other than during the existence of the Borrower (so long as no an Event of Default under Section 7.01(b8.01(f) (which consent of the Borrowers 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, (c)the Administrative Agent may appoint, (h) or (i) shall have occurred after consulting with the Lenders and be continuing)the Borrowers, to appoint a successor which shall be a bank with an office in agent from among the United StatesLenders. Upon the acceptance of its appointment as successor agent hereunder, or an Affiliate of any such bank with an office in the United States, whereupon Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and Collateral 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 10 thirty (30) days following a the retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective (except in the case of the Collateral Agent holding collateral security on behalf of such Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed), and the Lenders shall assume and perform all of the duties of the Administrative Agent and Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent 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 such 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 9.09). After any the retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Section 8.09 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 Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation as an L/C Issuer and Swing Line Lender. 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 L/C Issuer and Swing Line Lender, (ii) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under this Agreement and the other Loan Documents, and (iii) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit issued by Bank of America, 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 Credit.

Successor Administrative Agent. The Administrative Agent may resign as at any time by giving written notice thereof to the Banks and the Borrower and may be removed at any time with or without cause by the Majority Banks. Upon any such resignation or removal, the Majority Banks shall have the right to appoint a successor Administrative Agent that, unless a Default or Event of Default shall have occurred and Collateral Agent upon 10 days’ notice then be continuing, is reasonably acceptable to the Lenders and the Borrower. If no successor Administrative Agent shall have been so appointed by the Majority Banks, and shall have accepted such appointment, within 45 days after the retiring Administrative Agent’s giving of notice of resignation or the Majority Banks’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Banks, appoint a successor Administrative Agent, which shall be a commercial bank, financial institution, trust company or similar entity regularly engaged in the business of administering syndicated loans and which successor Administrative Agent shall be organized under the laws of the United States of America or of any State thereof and have total assets of at least $1,000,000,000; provided that if the Administrative Agent shall resign notify the Borrower and the Banks that no such qualifying Person has accepted such appointment, then (x) such resignation shall nonetheless become effective in accordance with such notice and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents, and (y) the Borrower may appoint a successor Administrative Agent to act until replaced by a successor Administrative Agent that is appointed by the Majority Banks (which successor Administrative Agent appointed by the Borrower shall be a commercial bank, financial institution, trust company or similar entity regularly engaged in the business of administering syndicated loans that is organized under the laws of the United States of America or of any State thereof and have total assets of at least $1,000,000,000). Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and Collateral 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 have the right, subject to the reasonable consent of the Borrower (so long as no Event of Default under Section 7.01(b), (c), (h) or (i) shall have occurred and be continuing), to appoint a successor which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent and Collateral Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective (except in the case of the Collateral Agent holding collateral security on behalf of such Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed), and the Lenders shall assume and perform all of the duties of the Administrative Agent and Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Section 8.09 §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 the other Loan DocumentsAgreement.

Successor Administrative Agent. The Administrative Agent may resign as at any time, effective upon the appointment and acceptance of a successor Administrative Agent and Collateral Agent upon 10 as provided below, by giving at least five days’ written notice thereof to the Lenders each Lender and the Borrower. If the Administrative Agent shall resign as Administrative Agent Borrower and Collateral Agent under this Agreement and the other Loan Documents, then may be removed at any time with cause by the Required Lenders shall have the right, subject (without regard to the reasonable consent first proviso in the definition thereof). Upon any such resignation or removal, the Lenders acting jointly shall appoint a successor Administrative Agent. Each Lender agrees that it shall not unreasonably withhold or delay its approval of the Borrower appointment of a successor Administrative Agent, which shall be an Eligible Successor Agent (as defined below); provided that so long as no Event of Default under Section 7.01(bhas occurred (that has not been waived), the consent of the Borrower (c), (h) not to be unreasonably withheld or (idelayed) shall have occurred and be continuing), to appoint a successor which shall be a bank with an office in required for the United States, or an Affiliate appointment of any such bank with an office in the United States, whereupon successor Administrative Agent. If no such successor agent shall succeed to the rights, powers and duties of the Administrative Agent and Collateral Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminatedhave been so appointed, without any other or further act or deed on the part of and shall have accepted 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 10 appointment, within 30 days following a retiring Administrative Agent’s notice of resignation, after the retiring Administrative Agent’s giving of notice of resignation shall nevertheless thereupon become effective (except in or the case removal of the Collateral retiring Administrative Agent, then the retiring Administrative Agent holding collateral security may, on behalf of such the Secured Parties, appoint a successor Administrative Agent which successor Administrative Agent shall be either (i) a commercial bank organized under the laws of the United States or of any state thereof and have a combined capital and surplus of at least $50,000,000 or (ii) an Affiliate of such a bank (each, an “Eligible Successor Agent”). Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed)Administrative Agent, and the Lenders shall assume and perform all of the duties of the retiring Administrative Agent shall be discharged from its duties and Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for aboveobligations under this Agreement. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Section 8.09 Article IX shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan DocumentsAgreement.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent and Collateral Agent upon 10 days’ at any time by giving written notice thereof to the Lenders and the BorrowerBorrower and may be removed at any time with or without cause by the Majority Lenders. If Upon any such resignation or removal, the Administrative Agent shall resign as Administrative Agent and Collateral Agent under this Agreement and the other Loan Documents, then the Required Majority Lenders shall have the rightright to appoint a successor Administrative Agent, subject to the reasonable consent of the Borrower (which, for so long as no Prepayment Event or Event of Default under Section 7.01(bhas occurred and is continuing, shall be a Lender and shall be approved by the Borrower (with such approval not to be unreasonably withheld or delayed), (c), (h) or (i) . If no successor Administrative Agent shall have occurred been so appointed by the Majority Lenders and be continuing)approved by the Borrower, to and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a commercial bank with an office in organized under the laws of the United States, States or an Affiliate of any such bank with an office in other country that is a member of the United StatesOECD having a combined capital and surplus of at least $50,000,000. Upon the acceptance of any appointment as 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 and duties of the retiring Administrative Agent and Collateral Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as 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 discharged from its duties and obligations under this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective (except in the case of the Collateral Agent holding collateral security on behalf of such Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed), and the Lenders shall assume and perform all of the duties of the Administrative Agent and Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for aboveAgreement. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative Agent, the provisions of this Section 8.09 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. Notwithstanding the foregoing, if no Prepayment Event or Event of Default, and no event that with the other Loan Documentsgiving of notice or the passage of time, or both, would constitute an Prepayment Event or Event of Default, shall have occurred and be continuing, then no successor Administrative Agent shall be appointed under this Section 7.06 without the prior written consent of the Borrower, which consent shall not be unreasonably withheld or delayed.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent and Collateral Agent upon 10 30 days’ prior written notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent and Collateral Agent under this Agreement and the other Loan DocumentsUpon any such resignation, then the Required Lenders shall have the right, subject to with the reasonable written consent of the Borrower (so long as no Event of Default under Section 7.01(b), (c), (h) or (i) shall have occurred and be continuingexists), to appoint a successor. If no successor shall have been so appointed by the Required Lenders with any requisite consent of the Borrower and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank financial institution with an office in the United StatesNew York, New York that has a combined capital and surplus of at least $250,000,000, or an Affiliate of any such bank financial institution. Whether or not a successor has been appointed, such resignation shall become effective in accordance with an office in such notice on the United StatesResignation Effective Date. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, whereupon such successor agent shall succeed to and become vested with all the rights, powers powers, privileges and duties of the retiring Administrative Agent and Collateral (other than any rights to indemnity payments owed 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 hereunder. The fees payable by the part of such former Borrower to a successor Administrative Agent or any of shall be the parties same as those payable to this Agreement or any holders of its predecessor unless otherwise agreed between the LoansBorrower and such successor. If no successor agent has accepted appointment as Administrative Agent by After the date that is 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective (except in the case of the Collateral Agent holding collateral security on behalf of such Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed), and the Lenders shall assume and perform all of the duties of the Administrative Agent and Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation as Administrative Agenthereunder, the provisions of this Article VIII and Section 8.09 9.03 shall inure to continue in effect for the benefit of such retiring Administrative Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was the retiring Administrative Agent under this Agreement and the other Loan Documentswas acting as Administrative Agent.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent and Collateral Agent upon 10 30 days’ notice to the Lenders and the BorrowerBanks. If the Administrative Agent shall resign as Administrative Agent and Collateral Agent under this Agreement and Agreement, the other Loan Documents, then Company shall appoint from among the Required Lenders shall have Banks a successor agent for the right, subject to the reasonable consent of the Borrower Banks (so long as no unless an Event of Default under Section 7.01(bthen exists in which case the Majority Banks shall appoint the successor agent). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent, (c)the Administrative Agent may appoint, (h) or (i) shall have occurred after consulting with the Banks and be continuing)the Company, to appoint a successor which shall be a bank with an office in agent from among the United StatesBanks. Upon the acceptance of its appointment as successor agent hereunder, or an Affiliate of any such bank with an office in the United States, whereupon such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and Collateral Agent, and the term “Administrative Agent” 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 Article 9 and Sections 10.04 and 10.05 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 10 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective (except that in the case of the Collateral Agent holding any collateral security held by the Administrative Agent on behalf of such Secured Partiesthe Banks under any of the Loan Documents, the retiring Collateral Administrative Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Administrative Agent is appointed), ) and the Lenders Banks shall assume and perform all of the duties of the Administrative Agent and Collateral Agent hereunder until such time, if any, as the Required Lenders Company or the Majority Banks appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 8.09 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent and Collateral Agent upon 10 30 days’ notice to the Lenders and the BorrowerBuyers. If the Administrative Agent shall resign as Administrative Agent and Collateral Agent under this Agreement and the other Loan DocumentsProgram Agreements, then the Required Lenders Committed Buyers shall have appoint from among the rightBuyers a successor Administrative Agent for the Buyers, subject to which successor Administrative Agent shall be approved by the reasonable consent of the Borrower Sellers (so long as no unless an Event of Default under Section 7.01(b), (c), (h) or (i) shall have has occurred and be is continuing), to appoint a successor which shall be a bank with an office in the United States, or an Affiliate of and any such bank with an office in the United States, whereupon such successor agent Administrative Agent shall succeed to the rights, powers and duties of the Administrative Agent and Collateral Agent, and the term “Administrative Agent” shall mean such successor agent Administrative 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 LoansPurchased Mortgage Loans or the Interests. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 has been appointed and shall have accepted such appointment within 30 days following a retiring Administrative Agent’s notice of resignation, after the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective (except in giving notice of its resignation, then the case of the Collateral Agent holding collateral security retiring Administrative Agent, on behalf of the Buyers, may appoint a Administrative Agent which shall be a Buyer or a commercial bank organized under the laws of the United States of America or any State thereof and having a combined capital and surplus of at least $100,000,000 and which shall (unless and Event of Default has occurred and is continuing) be reasonably acceptable to the Sellers. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, such Secured Partiessuccessor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed)Administrative Agent, and the Lenders shall assume and perform all of the duties of the retiring Administrative Agent shall be discharged from its duties and Collateral Agent hereunder until such timeobligations, if any, as under this Agreement and the Required Lenders appoint a successor agent as provided for aboveother Program Agreements. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 8.09 36 shall inure to its the benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent Buyer under this Agreement and the other Loan DocumentsProgram Agreements.

Successor Administrative Agent. (a) The Administrative Agent may resign as Administrative Agent and Collateral Agent upon 10 at any time by giving 30 days’ prior written notice thereof to the Lenders Lenders, the L/C Issuers and the Borrower. If the , whether or not a successor Administrative Agent shall resign as Administrative Agent and Collateral Agent under this Agreement and the other Loan Documentshas been appointed. Upon any such resignation, then the Required Lenders shall have the right, subject to the reasonable consent approval (not to be unreasonably withheld, delayed or conditioned) of the Borrower (so long as no unless an Event of Default under Section 7.01(b8.01(a), (c), (hf) or (ig) shall have has occurred and be is continuing), ) to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed, 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 L/C Issuers, appoint a successor Administrative Agent, which shall be a bank with an office in the United StatesNew York, New York or an Affiliate of any such bank with an office in the United Statesbank. In either case, whereupon such successor agent appointment shall succeed be subject to the rights, powers and duties prior written approval of the Administrative Agent Borrower (which approval may not be unreasonably withheld and Collateral Agent, shall not be required while an Event of Default has occurred and is continuing). Upon 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 acceptance of 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 10 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 shall nevertheless thereupon become effective (except in the case of the Collateral Agent holding collateral security on behalf of such Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed), be discharged from its duties and the Lenders shall assume and perform all of the duties of the Administrative Agent and Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 8.09 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.. 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. 112

Successor Administrative Agent. The Administrative Agent may resign as the Administrative Agent and Collateral Agent upon 10 thirty (30) days’ notice to the Lenders and the BorrowerLenders. If the Administrative Agent shall resign as Administrative Agent and Collateral Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall have appoint from among the right, subject Lenders (or an Affiliate thereof) a successor administrative agent for the Lenders. If no successor administrative agent is appointed prior to the reasonable consent effective date of the Borrower resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders, a successor administrative agent from among the Lenders (or an Affiliate thereof). Upon the acceptance of its appointment as successor administrative agent hereunder and, so long as no Event of Default under Section 7.01(bhas occurred and is continuing, the written consent of the Borrower (such consent not to be unreasonably withheld or delayed), (c), (h) or (i) shall have occurred and be continuing), to appoint a successor which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, whereupon Person acting as such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and Collateral Agent, L/C Issuer and the term respective terms “Administrative Agent” shall mean and “L/C Issuer” means such successor administrative agent effective upon such appointment and approvalLetter of Credit issuer, 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 10 thirty (30) days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective (except in the case of the Collateral Agent holding collateral security on behalf of such Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed), and the Lenders shall assume and perform all of the duties of the Administrative Agent and Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 8.09 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents.

Successor Administrative Agent. The So long as no Event of Default has occurred and is continuing, the Administrative Agent, the Borrower and a successor agent who is a Revolving Lender may, in their sole discretion at any time, agree that such successor agent shall replace the outgoing administrative Agent as Administrative Agent hereunder and under the other Loan Documents. In addition, the Administrative Agent may in its sole discretion resign as Administrative Agent and Collateral Agent at any time upon 10 30 days’ notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent and Collateral Agent under this Agreement and the other Loan Documents, then the Required Lenders shall have appoint from among the rightLenders a successor agent for the Lenders, subject to the reasonable consent of the Borrower which successor agent shall (so long as no unless an Event of Default under Section 7.01(b), (c), (h8(a) or (iSection 8(g) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), to appoint a successor which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, whereupon such . Any successor agent shall succeed to the rights, powers and duties of the Administrative Agent and Collateral Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective (except in the case of the Collateral Agent holding collateral security on behalf of such Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed)effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent and Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for aboveabove (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Issuing Lender under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed). After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 8.09 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. The Person acting as Administrative Agent hereunder shall at all times constitute the “First Lien Representative” as defined in and for purposes of the Senior Notes Intercreditor Agreement and the Holdings Intercreditor Agreement. Any resignation by the Administrative Agent pursuant to this Section shall also constitute its resignation as Issuing Lender and Swingline Lender. 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 Issuing Lender and Swingline Lender, (ii) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (iii) the successor Issuing Lender shall issue new letters of credit either (x) in substitution for the Letters of Credit issued by the retiring Issuing Lender or (y) to backstop such Letters of Credit, in each case, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit. Any Issuing Lender that is not the Administrative Agent may resign as an Issuing Lender as separately agreed in writing between such Issuing Lender and the Borrower.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent and Collateral Agent upon 10 days’ notice to the Lenders and the BorrowerParent. If the Administrative Agent shall resign as Administrative Agent and Collateral Agent under this Agreement and the other Loan Documents, then the Required Lenders shall have appoint a successor agent for the rightLenders, subject to the reasonable consent of the Borrower which successor agent shall (so long as no unless an Event of Default under Section 7.01(b), (c), (h8.1(a) or (iSection 8.1(f) with respect to any Borrower shall have occurred and be continuing) be subject to approval by the Parent (which approval shall not be unreasonably withheld or delayed), to appoint a successor which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent and Collateral Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the LoansLoans (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed). In no event shall any successor Administrative Agent be a Defaulting Lender or Disqualified Institution. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective (except in the case of the Collateral Agent holding collateral security on behalf of such Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed)effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent and Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After Notwithstanding anything to the contrary contained herein, after any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 8.09 9 and Section 10.5 shall continue to inure to its (and its Related Parties’) benefit as to in respect of any actions taken or omitted to be taken by it (i) while it was 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 this Agreement and the other Loan Documents, including (A) acting as collateral agent or otherwise holding any collateral security on behalf of any of the Lenders and (B) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent and Collateral Agent upon 10 at any time by giving 30 days’ prior written notice to the Lenders Lenders, the Issuing Banks and the Borrower; provided that if no successor agent is appointed in accordance with the terms set forth below within such 30-day period, the Administrative Agent’s resignation shall not be effective until the earlier to occur of (x) the date of the appointment of the successor agent or (y) the date that is specified in such notice (which shall be no earlier than 30 days after the date thereof) (or such later date as the resigning Administrative Agent may agree). If the Administrative Agent shall resign is a Defaulting Lender or an Affiliate of a Defaulting Lender, either the Required Lenders or the Borrower may, upon ten days’ notice, remove the Administrative Agent; provided that if no successor agent is appointed in accordance with the terms set forth below within such 30-day period, the Administrative Agent’s removal shall, at the option of the Borrower, not be effective until the earlier to occur of (x) the date of the appointment of the successor agent or (y) the date that is 30 days after the last day of such 30-day period (or such later date as Administrative Agent and Collateral Agent under this Agreement and the other Loan DocumentsBorrower may agree). Upon receipt of any such notice of resignation or delivery of any such notice of removal, then the Required Lenders shall have the right, subject to with the reasonable consent of the Borrower (so long as no Event of Default under Section 7.01(b), (c), (h) not to be unreasonably withheld or (i) shall have occurred and be continuingdelayed), to appoint a successor Administrative Agent which shall be a bank commercial bank, trust company or other Person acceptable to the Borrower, in each case, with an office offices in the United StatesUS having combined capital and surplus in excess of $1,000,000,000; provided that during the existence and continuation of an Event of Default under Section 7.01(a) or, or an Affiliate of any such bank with an office in the United States, whereupon such successor agent shall succeed respect to the rightsBorrower, powers Sections 7.01(f) or (g), no consent of the Borrower shall be required. If no successor has been appointed as provided above and duties accepted such appointment within thirty days after the resigning Administrative Agent gives notice of its resignation or the Administrative Agent and Collateral Agentreceives notice of removal, then (a) in the case of a retirement, the resigning Administrative Agent may (but shall not be obligated to), on behalf of the Lenders and the term “Issuing Banks, appoint a successor Administrative Agent” shall mean such Agent meeting the qualifications set forth above (including, for the avoidance of doubt, the consent of the Borrower) or (b) in the case of a removal, the Borrower may, after consulting with the Required Lenders, appoint a successor agent effective upon Administrative Agent meeting the qualifications set forth above; provided that (x) in the case of a retirement, if the Administrative Agent notifies the Borrower, the Lenders and the Issuing Banks that no qualifying Person has accepted such appointment or (y) in the case of a removal, the Borrower notifies the Required Lenders that no qualifying Person has accepted such appointment, then, in each case, such resignation or removal shall nonetheless become effective in accordance with the provisos to the first two sentences in this paragraph (unless the retiring Administrative Agent shall have agreed in its sole discretion to extend the effectiveness of its resignation) and approval, and (i) the former Administrative Agent’s rights, powers and duties as resigning or removed 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 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective Loan Documents (except that in the case of any collateral security held by the Administrative Agent in its capacity as collateral agent for the Secured Parties for purposes of maintaining the perfection of the Lien on the Collateral Agent holding collateral security on behalf of such securing the Secured PartiesObligations, the retiring Collateral resigning Administrative Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Administrative Agent is appointed) and (ii) all payments, communications and determinations required to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each Issuing Bank directly (and each Lender and each Issuing Bank will cooperate with the Borrower to enable the Borrower to take such actions), until such time as the Required Lenders or the Borrower, as applicable, appoint a successor Administrative Agent, as provided above in this Article 8. Upon the acceptance of its appointment as Administrative Agent hereunder as a successor Administrative Agent, the successor Administrative Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning or removed Administrative Agent (other than any rights to indemnity payments owed to the resigning Administrative Agent), and the Lenders shall assume and perform all of the duties of the resigning or removed Administrative Agent shall be discharged from its duties and Collateral obligations hereunder (if not already discharged therefrom as expressly provided above in this Section 8.07) (other than its obligations under Section 9.13 hereof). The fees payable by the Borrower to any successor Administrative Agent hereunder until shall not be greater than those payable to its predecessor unless otherwise expressly agreed in writing between the Borrower and such time, if any, as the Required Lenders appoint a successor agent as provided for aboveAdministrative Agent. After any retiring the Administrative Agent’s resignation as Administrative Agentor removal hereunder, the provisions of this Article and Section 8.09 9.03 shall inure to continue in effect for the benefit of such resigning or removed Administrative Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions action taken or omitted to be taken by it any of them while it the relevant Person was acting as Administrative Agent under (including for this Agreement and purpose holding any collateral security following the other Loan Documentsresignation or removal of the Administrative Agent). Notwithstanding anything to the contrary herein, no Disqualified Institution (nor any Affiliate thereof) may be appointed as a successor Administrative Agent.

Successor Administrative Agent. The Administrative Agent may may, upon thirty (30) days’ prior notice to Seller and the Managing Agents, and the Administrative Agent shall, upon the direction of all of the Purchasers (other than the Administrative Agent, in its individual capacity) resign as Administrative Agent. Each Managing Agent and Collateral Agent may, upon 10 thirty (30) days’ prior notice to Seller, the Lenders Administrative Agent, the Purchasers in its Purchase Group, and each Managing Agent shall, upon the Borrowerdirection of all of the Purchasers in its Purchase Group (other than the Managing Agent, in its individual capacity), resign as a Managing Agent. If the Administrative Agent shall resign as Administrative Agent and Collateral Agent under this Agreement and the other Loan Documentsresign, then the Required Lenders Managing Agents during such thirty‑day period shall have appoint from among the rightPurchasers a successor Administrative Agent. If a Managing Agent shall resign, subject to then the reasonable consent of the Borrower (so long as no Event of Default under Section 7.01(b), (c), (h) or (i) Purchasers in its Purchase Group shall have occurred and be continuing), to appoint a successor which shall be a bank with an office in the United States, or an Affiliate of managing agent during such thirty‑day period. If for any such bank with an office in the United States, whereupon such reason no successor agent shall succeed to the rights, powers and duties of the Administrative Agent and Collateral Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any Managing Agent is so appointed during such thirty‑day period, then effective upon the termination 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 10 days following a retiring Administrative Agent’s notice of resignationsuch thirty‑day period, the retiring Administrative Agent’s resignation Purchasers shall nevertheless thereupon become effective (except in the case of the Collateral Agent holding collateral security on behalf of such Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed), and the Lenders shall assume and perform all of the duties of the Administrative Agent and Collateral Agent hereunder until or the Purchasers in the applicable Purchase Group shall perform all of the duties of such time, if anyManaging Agent, as applicable, hereunder and under the Required Lenders appoint a successor agent other Transaction Documents and Seller and Servicer (as provided applicable) shall make all payments in respect of the Aggregate Unpaids directly to the applicable Purchasers and for aboveall purposes shall deal directly with the Purchasers. After the effectiveness of any retiring Managing Agent’s or any Administrative Agent’s resignation hereunder as Managing Agent or Administrative Agent, the retiring Managing Agent or Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Transaction Documents and the provisions of this Section 8.09 Article XI and Article X shall inure to continue in effect for its benefit as with respect to any actions taken or omitted to be taken by it while it was Managing Agent or Administrative Agent under this Agreement and under the other Loan Transaction Documents.

Successor Administrative Agent. The Administrative Agent may resign as at any time by giving written notice thereof to the Banks and the Borrower and may be removed at any time with or without cause by the Majority Banks. Upon any such resignation or removal, the Majority Banks shall have the right to appoint a successor Administrative Agent that, unless a Default or Event of Default shall have occurred and Collateral Agent upon 10 days’ notice then be continuing, is reasonably acceptable to the Lenders and the Borrower. If no successor Administrative Agent shall have been so appointed by the Majority Banks, and shall have accepted such appointment, within 45 days after the retiring Administrative Agent’s giving of notice of resignation or the Majority Banks’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Banks, appoint a successor Administrative Agent, which shall be a commercial bank, financial institution, trust company or similar entity regularly engaged in the business of administering syndicated loans and which successor Administrative Agent shall be organized under the laws of the United States of America or of any State thereof and have total assets of at least $1,000,000,000; provided that if the Administrative Agent shall resign notify the Borrower and the Banks that no such qualifying Person has accepted such appointment, then (x) such resignation shall nonetheless become effective in accordance with such notice and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents, and (y) the Borrower may appoint a successor Administrative Agent to act until replaced by a successor Administrative Agent that is appointed by the Majority Banks (which successor Administrative Agent appointed by the Borrower shall be a commercial bank, financial institution, trust company or similar entity regularly engaged in the business of administering syndicated loans that is organized under the laws of the United States of America or of any State thereof and have total assets of at least $1,000,000,000). Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and Collateral 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 have the right, subject to the reasonable consent of the Borrower Documents (so long as no Event of Default under Section 7.01(b), (c), (h) or (i) shall have occurred and be continuing), to appoint a successor which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent and Collateral Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective (except in the case of the Collateral Agent holding collateral security on behalf of such Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed), and the Lenders shall assume and perform all of the duties of the Administrative Agent and Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent not already discharged therefrom as provided for aboveabove in this Section). After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Section 8.09 §15 and §16 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 DocumentsAgreement.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent and Collateral Agent upon 10 days’ notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent and Collateral Agent under this Agreement and the other Loan Documents, then the Required Lenders shall have appoint from among the rightLenders a successor agent for the Lenders, subject to the reasonable consent of the Borrower which successor agent shall (so long as no unless an Event of Default under Section 7.01(b8.01(b), (c), (h) or (i) shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld, delayed or conditioned), to appoint a successor which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent and Collateral Agent, and the term terms “Administrative Agent” and “Collateral Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative an Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent and Collateral Agent by the date that is 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s and Collateral Agent’s resignation shall nevertheless thereupon become effective (except in the case of the Collateral Agent holding collateral security on behalf of such Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed)effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent and Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation as Administrative an Agent, the provisions of this Article 9 (including this Section 8.09 9.09) shall continue to 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. Any releases, limitations on liability and other exculpatory provisions from time to time granted to or otherwise provided for the benefit of any successor or replacement Agent or any of its successors or assigns in such capacity shall, in addition to inuring to the benefit of such successor or replacement Agent, also inure to the benefit of any predecessor Agent, its Subagents (if any) and their respective Related Parties.

Successor Administrative Agent. The So long as no Event of Default has occurred and is continuing, the Administrative Agent, the Borrower and a successor agent who is a “Revolving Lender” under the CCO Credit Agreement may, in their sole discretion at any time, agree that such successor agent shall replace the outgoing administrative Agent as Administrative Agent hereunder and under the other Loan Documents. In addition, the Administrative Agent may in its sole discretion resign as Administrative Agent and Collateral Agent at any time upon 10 30 days’ notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent and Collateral Agent under this Agreement and the other Loan Documents, then the Required Lenders shall have appoint from among the rightLenders a successor agent for the Lenders, subject to the reasonable consent of the Borrower which successor agent shall (so long as no unless an Event of Default under Section 7.01(b), (c), (h8.1(a) or (iSection 8.1(g) shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), to appoint a successor which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, whereupon such . Any successor agent shall succeed to the rights, powers and duties of the Administrative Agent and Collateral Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective (except in the case of the Collateral Agent holding collateral security on behalf of such Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed)effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent and Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 8.09 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent and Collateral Agent upon 10 days’ 30 days prior written notice to the Lenders (unless such notice is waived by the Required Lenders) and the Borrower (unless such notice is waived by Borrower). If the Administrative Agent shall resign as Administrative Agent and Collateral Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall have the rightbe entitled, subject to the reasonable consent of the Borrower with (so long as no Event of Default under Section 7.01(bhas occurred and is continuing) the consent of Borrower (such consent not to be unreasonably withheld, delayed, or conditioned), (c), (h) or (i) shall have occurred and be continuing), to appoint a successor which Administrative Agent for the Lenders. If, at the time that Administrative Agent’s resignation is effective, it is acting as the Issuing Lender or the Swing Lender, such resignation shall also operate to effectuate its resignation as the Issuing Lender or the Swing Lender, as applicable, and it shall automatically be relieved of any further obligation to issue Letters of Credit or make Swing Loans. 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 the Lenders and Borrower, a bank 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 an office in a successor Administrative Agent from among the United StatesLenders with (so long as no Event of Default has occurred and is continuing) the consent of Borrower (such consent not to be unreasonably withheld, delayed, or an Affiliate of conditioned). In any such bank with an office in event, upon the United Statesacceptance of its appointment as successor Administrative Agent hereunder, whereupon such successor agent Administrative Agent shall succeed to all the rights, powers powers, and duties of the retiring Administrative Agent and Collateral 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 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective (except in the case of the Collateral Agent holding collateral security on behalf of such Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed), and the Lenders shall assume and perform all of the duties of the Administrative Agent and Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 8.09 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 Agreement. If no successor Administrative Agent has accepted 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 shall nevertheless thereupon become effective and the other Loan DocumentsLenders shall perform all of the duties of Administrative Agent hereunder until such time, if any, as the Lenders appoint a successor Administrative Agent as provided for above.

Successor Administrative Agent. The So long as no Event of Default has occurred and is continuing, the Administrative Agent, the Borrower and a successor agent who is a Revolving Lender may, in their sole discretion at any time, agree that such successor agent shall replace the outgoing administrative Agent as Administrative Agent hereunder and under the other Loan Documents. In addition, the Administrative Agent may in its sole discretion resign as Administrative Agent and Collateral Agent at any time upon 10 30 days’ ' notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent and Collateral Agent under this Agreement and the other Loan Documents, then the Required Lenders shall have appoint from among the rightLenders a successor agent for the Lenders, subject to the reasonable consent of the Borrower which successor agent shall (so long as no unless an Event of Default under Section 7.01(b), (c), (h8(a) or (iSection 8(g) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), to appoint a successor which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, whereupon such . Any successor agent shall succeed to the rights, powers and duties of the Administrative Agent and Collateral Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s '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 10 30 days following a retiring Administrative Agent’s 's notice of resignation, the retiring Administrative Agent’s 's resignation shall nevertheless thereupon become effective (except in the case of the Collateral Agent holding collateral security on behalf of such Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed)effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent and Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for aboveabove (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Issuing Lender under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed). After any retiring Administrative Agent’s 's resignation as Administrative Agent, the provisions of this Section 8.09 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. The Person acting as Administrative Agent hereunder shall at all times constitute the “First Lien Representative” as defined in and for purposes of the Senior Notes Intercreditor Agreement and the Holdings Intercreditor Agreement. Any resignation by the Administrative Agent pursuant to this Section shall also constitute its resignation as Issuing Lender and Swingline Lender. 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 Issuing Lender and Swingline Lender, (ii) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (iii) the successor Issuing Lender shall issue new letters of credit either (x) in substitution for the Letters of Credit issued by the retiring Issuing Lender or (y) to backstop such Letters of Credit, in each case, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent and Collateral Agent upon 10 days’ at any time by giving 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 the no successor Administrative Agent shall resign 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, 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). Upon the acceptance of any appointment as Administrative Agent by a successor Administrative Agent, such successor Administrative Agent shall succeed to and Collateral 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. Prior to any retiring Administrative Agent's resignation hereunder as Administrative Agent, then the Required Lenders retiring Administrative Agent shall have the right, subject take such action as may be reasonably necessary to assign to the reasonable consent of the Borrower (so long as no Event of Default under Section 7.01(b), (c), (h) or (i) shall have occurred and be continuing), to appoint a successor which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent and Collateral Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties its rights as Administrative Agent shall be terminated, without any other or further act or deed on under the part of Loan Documents. After 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 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective (except in the case of the Collateral Agent holding collateral security on behalf of such Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed), and have the Lenders shall assume and perform all of the duties of the Administrative Agent and Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions benefit of this Section 8.09 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. Anything herein to the contrary notwithstanding, the Administrative Agent shall resign if at any time the Administrative Agent is not a Lender having a Revolving Credit Commitment of at least $10,000,000 (or such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with this Agreement).

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent and Collateral Agent upon 10 30 days’ notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent and Collateral Agent under this Agreement and the other Loan Documents, then the Required Lenders shall have appoint from among the rightLenders, subject agreeing to become a successor agent, a successor agent for the reasonable consent of Lenders, which successor agent shall be approved by the Borrower (so long as except that no such approval shall be required if an Event of Default under Section 7.01(b), (c), (h) or (i) shall have has occurred and be continuingis continuing at such time), to appoint a successor which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent and Collateral Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 30 days following a retiring Administrative Agent’s sending of a notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective on the 30th day following the sending of such notice (except that in the case of Collateral (if any) held by the Collateral Administrative Agent holding collateral security on behalf of such Secured Partiesthe Lenders or any Issuing Lender under any of the Loan Documents, the retiring Administrative Agent, in its capacity as Collateral Agent Agent, shall continue to hold such collateral security as nominee Collateral until such time as a the successor Collateral Administrative Agent is appointed), and the Lenders shall assume and perform all of the duties of the Administrative Agent and Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 8.09 Article IX and Article X shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents.

Successor Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent as provided below, the Administrative Agent may resign as Administrative Agent and Collateral Agent upon 10 days’ at any time by giving notice thereof to the Lenders and the Borrower. Upon any such resignation, the Required Lenders will have the right to appoint another Lender as a successor Administrative Agent. If the no successor Administrative Agent shall resign as 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 U.S. or any state thereof or of a foreign country if acting through its U.S. branch and Collateral having combined capital and surplus of at least $100,000,000. Upon the acceptance of its appointment as successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all rights, powers, privileges, immunities and duties of the resigning Administrative Agent, and the resigning Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents, then the Required Lenders shall have the right, subject to the reasonable consent of the Borrower (so long as no Event of Default under Section 7.01(b), (c), (h) or (i) shall have occurred and be continuing), to appoint a successor which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent and Collateral Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent Administrative Agent has accepted appointment been appointed as the Administrative Agent by the date that is 10 30 days following a after the retiring Administrative Agent’s 's notice of resignation, the retiring Administrative Agent’s 's resignation shall nevertheless thereupon become effective (except in the case of the Collateral Agent holding collateral security on behalf of such Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed), and the Lenders shall assume and perform all of the duties of the such Administrative Agent and Collateral Agent hereunder 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 's resignation as Administrative Agent, the provisions of this Section 8.09 Article 12 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 the Administrative Agent. The Required Lenders shall have the right at any time, and from time to time, to request the then current Administrative Agent under this Agreement to resign as the Administrative Agent, and upon such request the other Loan Documentsthen current Administrative Agent shall be deemed to have resigned.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent and Collateral Agent upon 10 30 days’ notice to the Lenders and the BorrowerBorrowers. If the Administrative Agent shall resign as Administrative Agent and Collateral Agent under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall have appoint from among the rightLenders a successor administrative agent for the Lenders, which appointment shall be subject to the reasonable consent approval of the Borrower Borrowers (so long as no which approval shall not be unreasonably withheld and shall not be required if there shall then exist a Default or Event of Default under Section 7.01(bDefault), (c), (h) or (i) . If no successor administrative agent shall have occurred been so appointed by the Required Lenders and shall have accepted such appointment within 60 days after the retiring Administrative Agent’s giving of notice of resignation then the retiring Administrative Agent may, on behalf of the Lenders, appoint an interim successor administrative agent. Any interim successor administrative agent appointed under the preceding sentence may be continuing), to appoint replaced at any time by a successor administrative agent designated by the Required Lenders and subject to the approval of the Borrowers (which approval shall not be unreasonably withheld and shall not be required if there shall then exist a bank with an office in the United States, Default or an Affiliate Event of any such bank with an office in the United States, whereupon Default). Any such successor administrative agent shall succeed to the rights, powers and duties of the Administrative Agent and Collateral Agent, and the term “Administrative Agent” shall mean such successor administrative agent effective upon such appointment and approvalits appointment, 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 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective (except in the case of the Collateral Agent holding collateral security on behalf of such Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed), and the Lenders shall assume and perform all of the duties of the Administrative Agent and Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for aboveNotes. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 8.09 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 DocumentsAgreement.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent and Collateral Agent upon 10 days’ at any time by giving notice thereof to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent and Collateral Agent under this Agreement and the other Loan DocumentsUpon any such resignation, then the Required Lenders shall have the right, subject to the reasonable consent of the Borrower (so long as no Event of Default under Section 7.01(b), (c), (h) or (i) shall have occurred and be continuing), right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been 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 with an office in organized under the laws of the United States, or an Affiliate States of any such bank with an office in the United States, whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent and Collateral Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent America or any state thereof and having a combined capital and surplus of the parties to this Agreement or any holders of the Loansat least $100,000,000. If no successor agent has accepted appointment as Administrative Agent within 45 days after written notice is given by the date that is 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s 's resignation no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Administrative Agent's resignation shall nevertheless become effective, (b) the retiring Administrative Agent shall thereupon become effective be discharged from its duties and obligations under the Loan Documents and (except in c) the case Required Lenders shall thereafter perform all duties and obligations of the Collateral Agent holding collateral security on behalf of such Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed), and the Lenders shall assume and perform all of the duties of the Administrative Agent and Collateral Agent hereunder under the Loan Documents until such time, if any, as the Required Lenders appoint a successor agent Administrative Agent. Upon acceptance of any appointment as provided for aboveAdministrative Agent hereunder by a successor, 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 the Loan Documents. After any retiring Administrative Agent’s 's resignation hereunder as Administrative Agent, the provisions of this Section 8.09 12 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 Administrative Agent under this Agreement and the other Loan DocumentsAgent.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent and Collateral Agent upon 10 days’ notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent and Collateral Agent under this Agreement and the other Loan Documents, then the Required Lenders shall have appoint from among the rightLenders a successor agent for the Lenders, subject to the reasonable consent of the Borrower which successor agent shall (so long as no unless an Event of Default under Section 7.01(b), (c), (h8(a) or (iSection 8(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). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent, to appoint the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor which shall be a bank with an office in agent from among the United StatesLenders. Effective upon the acceptance of its appointment as successor agent hereunder, or an Affiliate of any such bank with an office in the United States, whereupon Person acting as such successor agent shall succeed to the rights, powers and duties of the Administrative Agent and Collateral Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective (except in the case of the Collateral Agent holding collateral security on behalf of such Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed)effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent and Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent 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 8.09 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent and Collateral Agent upon 10 days’ at any time by giving written notice thereof to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent and Collateral Agent under this Agreement and the other Loan DocumentsUpon any such resignation, then the Required Lenders shall have the rightright (with, subject to the reasonable consent of the Borrower (so long as no Event Default is continuing, the Borrower's consent (which consent shall not be unreasonably withheld or delayed)) to appoint, on behalf of the Borrower and the Holders of Secured Obligations, 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 thirty days after the retiring Administrative Agent's giving notice of resignation, then the retiring Administrative Agent may appoint (with, so long as no Default under Section 7.01(bor Unmatured Default is continuing, the Borrower's consent), (c)on behalf of the Borrower and the Holders of Secured Obligations, (h) or (i) shall have a successor Administrative Agent. Notwithstanding anything herein to the contrary, so long as no Default has occurred and is continuing, each such successor Administrative Agent shall be continuing)subject to approval by the Borrower, to appoint a which approval shall not be unreasonably withheld or delayed. Such successor which Administrative Agent shall be a commercial bank with an office in or other financial institution having capital and retained earnings of at least $500,000,000. Upon the United States, or an Affiliate acceptance of any such bank with an office in appointment as the United StatesAdministrative 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 and duties of the retiring Administrative Agent and Collateral Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as 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 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective (except in the case of the Collateral Agent holding collateral security on behalf of such Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed), and the Lenders shall assume and perform all of the duties of the Administrative Agent and Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for aboveLoan Documents. After any retiring Administrative Agent’s 's resignation hereunder as Administrative Agent, the provisions of this Section 8.09 Article XI 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 hereunder and under this Agreement and the other Loan Documents.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent and Collateral Agent upon 10 days’ at any time give notice of its resignation to the Lenders and the BorrowerCompany. If the Administrative Agent shall resign as Administrative Agent and Collateral Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall have appoint from among the right, subject Lenders a successor agent for the Lenders. If no successor agent is appointed prior to the reasonable consent effective date of the Borrower (so long as no Event resignation of Default under Section 7.01(b)the Administrative Agent, (c)the Administrative Agent may appoint, (h) or (i) shall have occurred after consulting with the Lenders and be continuing)the Company, to appoint a successor which shall be a bank with an office in agent from among the United StatesLenders. Upon the acceptance by the Lender so selected of its appointment as successor agent hereunder, or an Affiliate of any such bank with an office in the United States, whereupon such successor agent shall succeed to all of the rights, powers and duties of the retiring Administrative Agent and Collateral Agent, and the term “Administrative Agent” as used herein and in the other Loan Documents shall mean such successor agent effective upon such appointment and approval, and the former retiring Administrative Agent’s rightsappointment, powers and duties as the Administrative Agent shall be terminated. After any retiring Administrative Agent’s resignation hereunder as the Administrative Agent, without the provisions of this Article 12 and Section 14.4 shall inure to its benefit as to any other actions taken or further act or deed on omitted 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 10 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 (except in the case of the Collateral Agent holding collateral security on behalf of such Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed), and the Lenders shall assume and perform all of the duties of the Administrative Agent and Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After above (except that in the case of any Collateral held by the existing Administrative Agent on behalf of the Secured Parties under the Loan Documents, the retiring Administrative Agent’s resignation Agent shall continue to hold such Collateral until such time as Administrative Agent, the provisions of this Section 8.09 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was a successor Administrative Agent under this Agreement and the other Loan Documentsis appointed).

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent and Collateral Agent upon 10 days’ at any time by giving written notice thereof to the Lenders and Kraft Foods Global and may be removed at any time with or without cause by the BorrowerRequired Lenders. If Upon the resignation or removal of the Administrative Agent shall resign as Administrative Agent and Collateral Agent under this Agreement and the other Loan DocumentsAgent, then the Required Lenders shall have the right, subject right to appoint a successor Administrative Agent (with the reasonable consent of the Borrower (Kraft Foods Global so long as no Event of Default under Section 7.01(bshall have occurred and be continuing). 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 retiring Administrative Agent may (c), (h) or (i) with the consent of Kraft Foods Global so long as no Event of Default shall have occurred and be continuing), to on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a commercial bank with an office in organized under the laws of the United States, States of America or an Affiliate of any such bank with an office in State thereof and having a combined capital and surplus of at least $500,000,000. Upon the United Statesacceptance of any appointment as 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, discretion, privileges and duties of the retiring Administrative Agent and Collateral Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as 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 discharged from its duties and obligations under this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date Agreement; provided that is 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective (except in the case of the Collateral Agent holding collateral security on behalf of such Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed), and the Lenders shall assume and perform all of the duties of should the Administrative Agent for any reason not appoint a successor Administrative Agent, which it is under no obligation to do, then the rights, powers, discretion, privileges and Collateral Agent hereunder until such time, if any, as duties referred to in this Section 7.06 shall be vested in the Required Lenders appoint until a successor agent as provided for aboveAdministrative Agent has been appointed. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Section 8.09 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 DocumentsAgreement.

Successor Administrative Agent. The Administrative Agent may (i) resign at any time as Administrative Agent and Collateral Agent upon 10 days’ under the Loan Documents by giving written notice thereof to the Lenders and the Borrower. If Borrower or (ii) be removed as Administrative Agent under the Loan Documents, if the Administrative Agent shall resign is a Defaulting Lender, by all of the Lenders (other than the Lender then acting as the Administrative Agent and Collateral Agent under this Agreement and Agent), provided that no Default or Event of Default exists, with the other Loan Documents, then the Required Lenders shall have the right, subject to the reasonable written consent of the Borrower (so long as no Event of Default under Section 7.01(bnot to be unreasonably withheld or delayed), (c)in each case, (h) or (i) upon not less than 30 days’ prior written notice to the Administrative Agent. Upon any such resignation, the Requisite Lenders shall have occurred and be continuing), the right to appoint a successor Administrative Agent which appointment shall, provided no Default or Event of Default exists, be subject to the Borrower’s approval, which approval shall not be unreasonably withheld or delayed (except that the Borrower shall, in all events, be deemed to have approved each Lender and any of its affiliates as a successor Administrative Agent). If no successor Administrative Agent shall have been so appointed in accordance with the immediately preceding sentence, and shall have accepted such appointment, within 30 days after the current Administrative Agent’s giving of notice of resignation, then the current Administrative Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor Administrative Agent, which shall be a bank with Lender, if any Lender shall be willing to serve, and otherwise shall be an office in Eligible Assignee. Upon the United States, or an Affiliate acceptance of any such bank with an office in the United Statesappointment as 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 and duties of the current Administrative Agent and Collateral Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as current Administrative Agent shall be terminated, without discharged from its duties and obligations under the Loan Documents. After 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 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective (except in the case of the Collateral Agent holding collateral security on behalf of such Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed), and the Lenders shall assume and perform all of the duties of the Administrative Agent and Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 8.09 Article XI. shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. Notwithstanding anything contained herein to the contrary, the Administrative Agent may assign its rights and duties under the Loan Documents to any of its affiliates by giving the Borrower and each Lender prior written notice.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent and Collateral Agent upon 10 days’ at any time by giving written notice thereof to the Lenders and the Borrower. If , and the Administrative Agent shall resign as may be removed at any time with or without cause by written notice received by the Administrative Agent and Collateral Agent under this Agreement and from the other Loan DocumentsRequired Lenders. Upon any such resignation or removal, then the Required Lenders shall have the rightright to appoint, subject to without the reasonable consent of the Borrower (and on behalf of the Lenders, 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 thirty days after the retiring Administrative Agent's giving notice of resignation, then the retiring Administrative Agent may appoint, without the consent of the Borrower and on behalf of the Lenders, a successor Administrative Agent, which successor Administrative Agent shall be a Lender unless no Lender shall so agree in which event such successor Administrative Agent may be a Person of the Administrative Agent's choosing. Notwithstanding anything herein to the contrary, so long as no Event of Default under Section 7.01(b), (c), (h) or (i) shall have has occurred and is continuing, each such successor Administrative Agent shall be continuing)subject to approval by the Borrower, to appoint a which approval shall not be unreasonably withheld. Such successor which Administrative Agent shall be a commercial bank with an office in having capital and retained earnings of at least $100,000,000. Upon the United States, or an Affiliate acceptance of any such bank with an office in appointment as the United StatesAdministrative 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 and duties of the retiring Administrative Agent and Collateral Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as 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 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective (except in the case of the Collateral Agent holding collateral security on behalf of such Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed), and the Lenders shall assume and perform all of the duties of the Administrative Agent and Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for aboveLoan Documents. After any retiring Administrative Agent’s 's resignation hereunder as Administrative Agent, the provisions of this Section 8.09 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 hereunder and under this Agreement and the other Loan Documents.. 57

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent and Collateral Agent upon 10 at any time by giving thirty (30) days’ written notice thereof to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent and Collateral Agent under this Agreement and the other Loan DocumentsUpon any such resignation, then the Required Lenders shall have the right, subject to the reasonable consent of the Borrower with (so long as no Event of Default under Section 7.01(b), (c), (h) or (i) shall have has occurred and is continuing) the consent of the Borrower (not to be continuingunreasonably withheld or delayed), 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 thirty (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 Lenders, appoint a successor Administrative Agent, which shall be a commercial bank with an office in organized under the laws of the United States, States or an Affiliate of any such bank with an office in State thereof and having a combined capital and surplus of at least $500,000,000. Upon the United Statesacceptance 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 Collateral Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as 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 forty-five (45) days after written notice is 10 days following a retiring Administrative Agent’s notice given of resignation, the retiring Administrative Agent’s resignation or removal under this Section 7.06 no successor Administrative Agent shall nevertheless thereupon become effective have been appointed and shall have accepted such appointment, then on such forty-fifth (except in the case of the Collateral Agent holding collateral security on behalf of such Secured Parties, 45th) day (a) the retiring Collateral Administrative Agent’s resignation or removal shall become effective, (b) the retiring Administrative Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed), thereupon be discharged from its duties and obligations under the Loan Documents and (c) the Required Lenders shall assume and thereafter perform all of the duties of the retiring Administrative Agent and Collateral Agent hereunder under the Loan Documents until such time, if any, as the Required Lenders appoint a successor agent 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 8.09 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 DocumentsAgreement.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent and Collateral Agent upon 10 days’ notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent and Collateral Agent under this Agreement and the other Loan Documents, then the Required Lenders shall have appoint from among the rightLenders a successor agent for the Lenders, subject to the reasonable consent of the Borrower which successor agent shall (so long as no unless an Event of Default under Section 7.01(b), (c), (h) or (i) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), to appoint a successor which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent and Collateral Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective (except in the case of the Collateral Agent holding collateral security on behalf of such Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed)effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent and Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 8.09 9 and of Section 11.5 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was benefit. If the Administrative Agent resigns under this Agreement Section 9.9, then the Administrative Agent shall also resign as an Issuing Lender. Upon the appointment of a successor Administrative Agent hereunder, such successor or any other Issuing Lender appointed pursuant to the terms hereunder shall (i) succeed to all of the rights, powers, privileges and duties of the retiring Administrative Agent as the retiring Issuing Lender and the other retiring Administrative Agent shall be discharged from all of its respective duties and obligations as Issuing Lender under the Loan Documents, and (ii) issue letters of credit in substitution for the Letters of Credit issued by the retiring Administrative Agent, if any, outstanding at the time of such succession or make other arrangement reasonably satisfactory to the retiring Administrative Agent to effectively assume the obligations of the retiring Administrative Agent with respect to such Letters of Credit.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent and Collateral Agent upon 10 at any time by giving ten (10) days’ ' prior written notice to Matria and the Lenders. Upon any such notice of resignation, the Required Lenders will, with the prior written consent of Matria (which consent shall not be unreasonably withheld), appoint from among the Lenders and the Borrower. If a successor to the Administrative Agent (provided that Matria's consent shall resign as Administrative Agent and Collateral Agent under this Agreement and not be required in the other Loan Documents, then the Required Lenders shall have the right, subject to the reasonable consent of the Borrower (so long as no event a Default or Event of Default under Section 7.01(b), (c), (h) or (i) shall have occurred and be continuing), to appoint a successor which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent and Collateral Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has to the Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such ten-day period, then the retiring Administrative Agent may, on behalf of the Lenders and after consulting with the Lenders and Matria, appoint a successor Administrative Agent from among the Lenders. Upon the acceptance of any appointment as Administrative Agent by the date that is 10 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 resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective (except in the case of the Collateral Agent holding collateral security on behalf of such Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed), and the Lenders shall assume and perform all of the duties of the retiring Administrative Agent shall be discharged from its duties and Collateral Agent obligations hereunder until such time, if any, as and under the Required Lenders appoint a successor agent as provided for aboveother Credit Documents. After any retiring Administrative Agent’s 's resignation as Administrative Agent, the provisions of this Section 8.09 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 to the Administrative Agent under this Agreement has accepted appointment as Administrative Agent by the 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 thereafter perform all of the duties of the Administrative Agent hereunder and under the other Loan DocumentsCredit Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for hereinabove.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent and Collateral Agent upon 10 30 days’ notice to the Lenders and the BorrowerBorrowers. If the Administrative Agent shall resign as Administrative Agent and Collateral Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall have appoint from among the rightLenders a successor administrative agent for the Lenders, subject which successor administrative agent shall be consented to by the reasonable Borrowers at all times other than during the existence of an Event of Default (which consent of the Borrower (so long as Borrowers shall not be unreasonably withheld or delayed). If no Event successor administrative agent is appointed prior to the effective date of Default under Section 7.01(b)the resignation of the Administrative Agent, (c)the Administrative Agent may appoint, (h) or (i) shall have occurred after consulting with the Lenders and be continuing)the Borrowers, to appoint a successor which administrative agent from among the Lenders, provided that in no event shall any successor administrative agent be a bank with an office in Defaulting Lender. Upon the United Statesacceptance of its appointment as successor administrative agent hereunder, or an Affiliate of any such bank with an office in the United States, whereupon Person acting as such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and Collateral 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 other Lender. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article IX and Section 10.05 shall inure to the benefit of the parties Administrative Agent, its sub-agents and any Agent-Related Persons as to this Agreement any actions taken or omitted to be taken by them (i) while the retiring or removed Administrative Agent was acting as Administrative Agent and (ii) after such resignation or removal for as long as any holders of them continues to act in any capacity hereunder or under the other Loan Documents, including (a) acting as collateral agent or otherwise holding any collateral security on behalf of any of the LoansLenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent. If no successor administrative agent has accepted appointment as Administrative Agent by the date that which is 10 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective (except in the case of the Collateral Agent holding collateral security on behalf of such Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed), and the Lenders shall assume and perform all of the duties of the Administrative Agent and Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor administrative agent as provided for above. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 8.09 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent and Collateral Agent upon at any time by giving 10 days’ prior written notice thereof to the Lenders, the Issuers and the Parent. The Administrative Agent may be removed by the Required Lenders at any time by giving 10 days’ prior written notice thereof to the Administrative Agent, the Issuers, the other Lenders and the BorrowerParent. If the Administrative Agent shall resign as Administrative Agent and Collateral Agent under this Agreement and the other Loan DocumentsUpon any such resignation or removal, then the Required Lenders shall have the rightright to appoint a successor Administrative Agent, subject to the reasonable consent of the Borrower Parent (so long as no which consent shall not be unreasonably withheld and shall not be required if an Event of Default under Section 7.01(b), (c), (h) or (i) shall have has occurred and be is continuing), to appoint a successor which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent and Collateral Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by shall have been so appointed and consented to, and shall have accepted such appointment, within 30 days after such notice of resignation or removal, then the date that is 10 days following a retiring Administrative Agent may, on behalf of the Lenders and Issuers, appoint a successor Administrative Agent’s notice of resignation; provided, that if the Administrative Agent is resigning, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective (except in on the case date that is 40 days after its initial notice of the Collateral Agent holding collateral security on behalf of such Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed), resignation and the Lenders shall assume and perform all of the duties of the Administrative Agent and Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After Each successor Administrative Agent shall be a commercial bank or trust company organized under the laws of the United States of America or any State thereof and having a combined capital and surplus of at least $1,000,000,000. Upon the acceptance by a successor Administrative Agent of its appointment as Administrative Agent hereunder, such successor Administrative Agent shall thereupon succeed to and become vested with all the properties, rights, powers, privileges and duties of the former Administrative Agent, without further act, deed or conveyance. Upon the effective date of resignation or removal of a retiring Administrative Agent’s resignation as , such Administrative AgentAgent shall be discharged from its duties under this Agreement and the other Loan Documents, but the provisions of this Section 8.09 Agreement 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 DocumentsAgreement.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent and Collateral Agent upon 10 at any time by giving thirty (30) days’ ' prior written notice to the Lenders Borrower and the BorrowerLenders. If the Administrative Agent shall resign as Administrative Agent and Collateral Agent under this Agreement and the other Loan DocumentsUpon any such notice of resignation, then the Required Lenders shall have will, with the right, subject to the reasonable prior written consent of the Borrower (so long as no which consent shall not be unreasonably withheld), appoint from among the Lenders a successor to the Administrative Agent (provided that the Borrower's consent shall not be required in the event a Default or Event of Default under Section 7.01(b), (c), (h) or (i) shall have occurred and be continuing), to appoint a successor which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent and Collateral Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has to the Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such thirty-day period, 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 from among the Lenders. Upon the acceptance of any appointment as Administrative Agent by the date that is 10 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 resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective (except in the case of the Collateral Agent holding collateral security on behalf of such Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed), and the Lenders shall assume and perform all of the duties of the retiring Administrative Agent shall be discharged from its duties and Collateral Agent obligations hereunder until such time, if any, as and under the Required Lenders appoint a successor agent as provided for aboveother Credit Documents. After any retiring Administrative Agent’s 's resignation as Administrative Agent, the provisions of this Section 8.09 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 to the Administrative Agent under this Agreement has accepted appointment as Administrative Agent by the 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 thereafter perform all of the duties of the Administrative Agent hereunder and under the other Loan DocumentsCredit Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for hereinabove.

Successor Administrative Agent. The Administrative Agent may may, and at the request of the Majority Lenders shall, resign as Administrative Agent and Collateral Agent upon 10 30 days’ ' notice to the Lenders and the BorrowerLenders. If the Administrative Agent resigns under this Agreement, the Majority Lenders shall resign as 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 the Administrative Agent, the Administrative Agent and Collateral Agent under this Agreement and may appoint, after consulting with the other Loan DocumentsLenders, then the Required Lenders shall have the right, subject to the reasonable consent of the Borrower (so long as no Event of Default under Section 7.01(b), (c), (h) or (i) shall have occurred and be continuing), to appoint a successor which shall be a bank with an office in agent from among the United StatesLenders. Upon the acceptance of its appointment as successor agent hereunder, or an Affiliate of any such bank with an office in the United States, whereupon such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and Collateral 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 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective (except in the case of the Collateral Agent holding collateral security on behalf of such Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed), and the Lenders shall assume and perform all of the duties of the Administrative Agent and Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s 's resignation hereunder as Administrative Agent, the provisions of this Section 8.09 ARTICLE X and SECTIONS 11.04 and 11.05 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 Agreement. If no successor agent has accepted 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 shall nevertheless thereupon become effective and the other Loan DocumentsLenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Majority Lenders appoint a successor agent as provided for above. Notwithstanding the foregoing, however, for so long as Bank of America is the Issuing Bank, then Bank of America may not be removed as the Administrative Agent at the request of the Majority Lenders unless Bank of America shall also simultaneously be replaced as "Issuing Bank" hereunder pursuant to documentation in form and substance reasonably satisfactory to Bank of America.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent and Collateral Agent upon 10 days’ 30 days prior written notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent and Collateral Agent under this Agreement and the other Loan DocumentsUpon any such resignation, then the Required Lenders shall have the right, subject to with the reasonable written consent of the Borrower (so long as no Event of Default under Section 7.01(b), (c), (h) or (i) shall have occurred and be continuingexists), to appoint a successor. If no successor shall have been so appointed by the Required Lenders with any requisite consent of the Borrower and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank financial institution with an office in the United StatesNew York, New York that has a combined capital and surplus of at least $250,000,000, or an Affiliate of any such bank financial institution. Whether or not a successor has been appointed, such resignation shall become effective in accordance with an office in such notice on the United StatesResignation Effective Date. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, whereupon such successor agent shall succeed to and become vested with all the rights, powers powers, privileges and duties of the retiring Administrative Agent and Collateral (other than any rights to indemnity payments owed 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 hereunder. The fees payable by the part of such former Borrower to a successor Administrative Agent or any of shall be the parties same as those payable to this Agreement or any holders of its predecessor unless otherwise agreed between the LoansBorrower and such successor. If no successor agent has accepted appointment as Administrative Agent by After the date that is 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective (except in the case of the Collateral Agent holding collateral security on behalf of such Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed), and the Lenders shall assume and perform all of the duties of the Administrative Agent and Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation as Administrative Agenthereunder, the provisions of this Article VIII and Section 8.09 9.03 shall inure to continue in effect for the benefit of such retiring Administrative Agent, its benefit as to sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was the retiring Administrative Agent under this Agreement and the other Loan Documentswas acting as Administrative Agent.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent and Collateral Agent upon 10 days’ at any time by giving written notice thereof to the Lenders and the BorrowerBorrower and may be removed at any time with or without cause by the Required Lenders. If the Administrative Agent shall resign as Administrative Agent and Collateral Agent under this Agreement and the other Loan DocumentsUpon any such resignation or removal, then the Required Lenders shall have the rightright to appoint a successor Administrative Agent, subject to the reasonable consent of the Borrower (which successor Administrative Agent, so long as no Event of Default under Section 7.01(b), (c), (h) or (i) shall have has occurred and be is continuing), to appoint a successor which shall be a bank with an office in subject to approval by the United StatesBorrower, which approval shall not be unreasonably withheld or an Affiliate of any such bank with an office in the United States, whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent and Collateral Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loansdelayed. If no successor agent has accepted appointment as Administrative Agent shall have been so appointed by the date that is 10 Required Lenders in accordance with the immediately preceding sentence, and shall have accepted such appointment, within 30 days following a retiring Administrative Agent’s notice of resignation, after the retiring Administrative Agent’s giving of notice of resignation shall nevertheless thereupon become effective (except in or the case Required Lenders’ removal of the Collateral retiring Administrative Agent, then the retiring Administrative Agent holding collateral security 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 of America or of any State thereof and having a combined capital and surplus of at least $50,000,000, which successor Administrative Agent, so long as no Event of Default has occurred and is continuing, shall be subject to approval by the Borrower, which approval shall not be unreasonably withheld or delayed. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such Secured Partiessuccessor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed)Administrative Agent, and the Lenders shall assume and perform all of the duties of the retiring Administrative Agent shall be discharged from its duties and Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for aboveobligations under this Agreement. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Section 8.09 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 DocumentsAgreement.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent and Collateral Agent upon 10 30 days’ notice to the Lenders and the Parent Borrower. If the Administrative Agent shall resign as Administrative Agent and Collateral Agent under this Agreement and the other Loan Documents, then the Required Lenders Borrowers shall have the right, subject to the reasonable consent of the Borrower right (so long as no Event of Default under Section 7.01(b), (c), (h) or (i) shall have occurred and be continuing, in which case the Required Lenders shall have the sole right), subject to the reasonable consent of the Required Lenders, to appoint a successor which shall be a bank with have an office in the United StatesStates of America, or an Affiliate of any such bank successor with an office in the United StatesStates of America, whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent and Collateral Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective (except in the case of the Collateral Agent holding collateral security on behalf of such Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed), and the Lenders shall assume and perform all of the duties of the Administrative Agent and Collateral Agent hereunder until such time, if any, as the Borrowers or the Required Lenders (as provided above) appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 8.09 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. Any entity into which the Administrative Agent or the Collateral Agent may be merged or converted or with which it may be consolidated, or any entity resulting from any merger, conversion or consolidation to which the Administrative Agent or the Collateral Agent shall be a party, or any entity succeeding to all or substantially all the corporate trust or agency business of the Administrative Agent or the Collateral Agent, shall be the successor of the Administrative Agent or the Collateral Agent, as applicable, hereunder.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent and Collateral Agent upon 10 days’ agent hereunder by giving not fewer than thirty (30) days prior written notice to the Lenders Administrative Borrower and the BorrowerLenders. If the Administrative Agent shall resign as Administrative Agent and Collateral Agent under this Agreement and the other Loan DocumentsAgreement, then either (a) the Required Lenders shall have appoint from among the right, subject to Lenders a successor agent for the reasonable Lenders (with the consent of the Administrative Borrower (so long as no an Event of Default under Section 7.01(bdoes not exist and which consent shall not be unreasonably withheld), (c), (h) or (ib) if a successor agent shall have occurred not be so appointed and be continuing)approved within the thirty (30) day period following the Administrative Agent’s notice to the Lenders of its resignation, to then the Administrative Agent shall appoint a successor which agent that shall be serve as agent until such time as the Required Xxxxxxx appoint a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, whereupon such successor agent shall succeed to (with the rights, powers and duties consent of the Administrative Agent and Collateral Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties Borrower so long as Administrative Agent shall be terminated, without any other or further act or deed on the part an Event of such former Administrative Agent or any of the parties to this Agreement or any holders of the LoansDefault does not exist). If no successor agent has accepted appointment as the Administrative Agent by the date that is 10 thirty (30) days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective (except in the case of the Collateral Agent holding collateral security on behalf of such Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed)effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent and Collateral Agent hereunder until such time, if any, as the Required Lenders Xxxxxxx appoint a successor agent as provided for above. Upon its appointment, such successor agent shall succeed to the rights, powers and duties as agent, and the term “Administrative Agent” means such successor effective upon its appointment, and the former agent’s rights, powers and duties as agent shall be terminated without any other or further act or deed on the part of such former agent or any of the parties to this Agreement. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 8.09 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.128

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent and Collateral Agent upon 10 days’ at any time by giving written notice thereof to the Lenders and the BorrowerBorrower and may be removed at any time with or without cause by the Majority Lenders. If Upon any such resignation or removal, the Administrative Agent shall resign as Administrative Agent and Collateral Agent under this Agreement and the other Loan Documents, then the Required Majority Lenders shall have the rightright to appoint a successor Administrative Agent, subject to the reasonable consent of the Borrower (which, for so long as no Prepayment Event or Event of Default under Section 7.01(bhas occurred and is continuing, shall be a Lender and shall be approved by the Borrower (with such approval not to be unreasonably withheld or delayed), (c), (h) or (i) . If no successor Administrative Agent shall have occurred been so appointed by the Majority Lenders and be continuing)approved by the Borrower, to and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a commercial bank with an office in organized under the laws of the United States, States or an Affiliate of any such bank with an office in other country that is a member of the United StatesOECD having a combined capital and surplus of at least $50,000,000. Upon the acceptance of any appointment as 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 and duties of the retiring Administrative Agent and Collateral Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as 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 discharged from its duties and obligations under this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective (except in the case of the Collateral Agent holding collateral security on behalf of such Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed), and the Lenders shall assume and perform all of the duties of the Administrative Agent and Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for aboveAgreement. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative Agent, the provisions of this Section 8.09 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. Notwithstanding the foregoing, if no Prepayment Event or Event of Default, and no event that with the other Loan Documents.giving of notice or the passage of time, or both, would constitute a Prepayment Event or an Event of Default, shall have occurred and be continuing, then no successor Administrative Agent shall be appointed under this Section 7.06 without the prior written consent of the Borrower, which consent shall not be unreasonably withheld or delayed. MISCELLANEOUS

Successor Administrative Agent. The So long as no Event of Default has occurred and is continuing, the Administrative Agent, the Borrower and a successor agent who is a Revolving Lender may, in their sole discretion at any time, agree that such successor agent shall replace the outgoing administrative Agent as Administrative Agent hereunder and under the other Loan Documents. In addition, the Administrative Agent may in its sole discretion resign as Administrative Agent and Collateral Agent at any time upon 10 30 days’ notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent and Collateral Agent under this Agreement and the other Loan Documents, then the Required Lenders shall have appoint from among the rightLenders a successor agent for the Lenders, subject to the reasonable consent of the Borrower which successor agent shall (so long as no unless an Event of Default under Section 7.01(b), (c), (h8(a) or (iSection 8(g) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), to appoint a successor which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, whereupon such . Any successor agent shall succeed to the rights, powers and duties of the Administrative Agent and Collateral Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective (except in the case of the Collateral Agent holding collateral security on behalf of such Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed)effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent and Collateral Agent hereunder until such time, if any, as the Required Lenders Xxxxxxx appoint a successor agent as provided for aboveabove (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Issuing Lender under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed). After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 8.09 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. Any resignation by the Administrative Agent pursuant to this Section shall also constitute its resignation as Xxxxxxx Xxxxxx and Swingline Lender. 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 Xxxxxxx Xxxxxx and Swingline Lender, (ii) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (iii) the successor Xxxxxxx Xxxxxx shall issue new letters of credit either (x) in substitution for the Letters of Credit issued by the retiring Issuing Lender or (y) to backstop such Letters of Credit, in each case, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit. Any Issuing Xxxxxx that is not the Administrative Agent may resign as an Xxxxxxx Xxxxxx as separately agreed in writing between such Issuing Xxxxxx and the Borrower.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent and Collateral Agent upon 10 30 days’ notice to the Lenders and the BorrowerBorrower effective upon appointment of a successor Agent. If the Administrative Agent shall resign as Administrative Agent and Collateral Agent under this Agreement and the other Loan Documents, then the Required Lenders shall have appoint from among the rightLenders a successor agent for the Lenders, subject to the reasonable consent of the Borrower which successor agent shall (so long as no unless an Event of Default under Section 7.01(b), (c), (h8(a) or (iSection 8(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), to appoint a successor which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent and Collateral Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent shall have been so appointed by the date that is 10 Required Lenders with such consent of the Borrower and shall have accepted such appointment within 30 days following a retiring Administrative Agent’s notice of resignation, after the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective (except in giving of notice of resignation, then the case of the Collateral retiring Administrative Agent holding collateral security may, on behalf of the Lenders and with the consent of the Borrower (such Secured Parties, the retiring Collateral Agent shall continue consent not to hold such collateral security as nominee until such time as a successor Collateral Agent is appointedbe unreasonably withheld or delayed), and the Lenders shall assume and perform all of the duties of the Administrative Agent and Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for aboveAdministrative Agent, that shall be a bank that has an office in New York, New York with a combined capital and surplus of at least $500,000,000. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 8.09 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents.

Successor Administrative Agent. The Administrative Agent may resign as at any time, effective upon the appointment and acceptance of a successor Administrative Agent and Collateral Agent upon 10 as provided below, by giving at least 60 days’ written notice thereof to the Lenders Initial Lender and the BorrowerBorrower and may be removed at any time with cause by the Majority Xxxxxxx and the Borrower acting jointly. If Upon any such resignation or removal, the Borrower and the Majority Lenders acting jointly shall appoint a successor Administrative Agent shall resign as Administrative Agent and Collateral Agent under this Agreement and (provided that the other Loan Documents, then the Required Lenders shall have the right, subject to the reasonable consent of the Borrower (so long as no shall not be required after the occurrence, and during the continuance, of an Event of Default under Section 7.01(bDefault), (c), (h) . The Majority Lenders agree they shall not unreasonably withhold or (i) shall have occurred and be continuing), to appoint delay its approval of the appointment of a successor which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent and Collateral Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent shall have been appointed and an instrument of acceptance by a successor Administrative Agent shall not have been delivered to the date that is 10 Initial Lender and the Borrower within 30 days following a retiring Administrative Agent’s after the giving of such notice of resignation, the resigning Administrative Agent may petition any court of competent jurisdiction for the appointment of a successor Administrative Agent. If no such successor Administrative Agent shall have been so appointed, and shall have accepted such appointment, within 60 days after the retiring Administrative Agent’s giving of notice of resignation shall nevertheless thereupon become effective (except in or the case removal of the Collateral retiring Administrative Agent, then the retiring Administrative Agent holding collateral security may, on behalf of such the Secured Parties, the retiring Collateral appoint a successor Administrative Agent which successor Administrative Agent shall continue to hold such collateral security as nominee until such time as be either (i) a successor Collateral Agent is appointed), and commercial bank organized under the Lenders shall assume and perform all laws of the duties United States or of any state thereof and have a combined capital and surplus of at least $50,000,000 or (ii) an Affiliate of such a bank. No such resignation shall become effective until a replacement Administrative Agent shall have assumed the responsibilities and obligations of the Administrative Agent and Collateral in accordance with Section 9.01. Upon the acceptance of any appointment as Administrative Agent hereunder until such time, if any, as the Required Lenders appoint by a successor agent as provided for aboveAdministrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. Any Fees then due and owing to the Administrative Agent and accrued through such date, including any expenses or indemnities it is entitled to pursuant to the provisions of this Agreement and any Fee Letter, shall be due and payable on such discharge date and shall be paid from amounts in the Collection Account in accordance with Section 2.05 and if such amounts are insufficient to pay such amounts then due and owing, shall be paid by the Borrower (or the Lenders ratably across all Term Loan Series then outstanding if the Borrower fails to so pay such amounts) within 10 Business Days of receipt of an invoice therefor. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Section 8.09 Article IX shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan DocumentsAgreement.

Successor Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section, the Administrative Agent may resign as Administrative Agent and Collateral Agent upon 10 days’ notice to at any time by notifying the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent and Collateral Agent under this Agreement and the other Loan DocumentsUpon any such resignation, then the Required Lenders shall have the right, subject to with the reasonable consent of the Borrower (so long as no Event of Default under Section 7.01(b), (c), (h) or (i) shall have occurred and be continuing), continuing (such consent not to be unreasonably withheld or delayed) to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or five Business Days in the event JPMorgan Chase Bank, N.A. is the retiring Administrative Agent and neither JPMorgan Chase Bank, N.A. nor any of its Affiliates is a Lender) after the retiring Administrative Agent gives notice of its 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 the United StatesNew York, New York, or an Affiliate of any such bank with an office in bank. Upon the United Statesacceptance of its appointment as Administrative Agent hereunder by a successor, whereupon such successor agent shall succeed to and become vested with all the rights, powers powers, privileges and duties of the retiring Administrative Agent and Collateral Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as retiring Administrative Agent shall be terminated, without any other or further act or deed on discharged from its duties and obligations hereunder. The fees payable by the part of such former Borrower to a successor Administrative Agent or any of shall be the parties same as those payable to this Agreement or any holders of its predecessor unless otherwise agreed between the LoansBorrower and such successor. If no successor agent has accepted appointment as Administrative Agent by After the date that is 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective (except in the case of the Collateral Agent holding collateral security on behalf of such Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed), and the Lenders shall assume and perform all of the duties of the Administrative Agent and Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation as Administrative Agenthereunder, the provisions of this Article and Section 8.09 9.03 shall inure to continue in effect for the benefit of such retiring Administrative Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was acting as Administrative Agent under this Agreement and the other Loan DocumentsAgent.

Successor Administrative Agent. The So long as no Event of Default has occurred and is continuing, the Administrative Agent, the Borrower and a successor agent who is a Revolving Lender may, in their sole discretion at any time, agree that such successor agent shall replace the outgoing administrative Agent as Administrative Agent hereunder and under the other Loan Documents. In addition, the Administrative Agent may in its sole discretion resign as Administrative Agent and Collateral Agent at any time upon 10 30 days’ notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent and Collateral Agent under this Agreement and the other Loan Documents, then the Required Lenders shall have appoint from among the rightLenders a successor agent for the Lenders, subject to the reasonable consent of the Borrower which successor agent shall (so long as no unless an Event of Default under Section 7.01(b), (c), (h8(a) or (iSection 8(g) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), to appoint a successor which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, whereupon such . Any successor agent shall succeed to the rights, powers and duties of the Administrative Agent and Collateral Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective (except in the case of the Collateral Agent holding collateral security on behalf of such Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed)effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent and Collateral Agent hereunder until such time, if any, as the Required Lenders Xxxxxxx appoint a successor agent as provided for aboveabove (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Issuing Lender under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed). After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 8.09 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. Any resignation by the Administrative Agent pursuant to this Section shall also constitute its resignation as Xxxxxxx Xxxxxx and Swingline Lender. 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 Xxxxxxx Xxxxxx and Swingline Lender, (ii) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (iii) the successor Xxxxxxx Xxxxxx shall issue new letters of credit either (x) in substitution for the Letters of Credit issued by the retiring Issuing Lender or (y) to backstop such Letters of Credit, in each case, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit. Any Issuing Xxxxxx that is not the Administrative Agent may resign as an Xxxxxxx Xxxxxx as separately agreed in writing between such Issuing Xxxxxx and the Borrower. 9.10.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent and Collateral Agent upon 10 days’ notice to the Lenders and the BorrowerBorrowers. If the Administrative Agent shall resign as Administrative Agent and Collateral Agent under this Agreement and the other Loan Documents, then the Required Lenders shall have appoint from among the rightLenders a successor agent for the Lenders, subject to the reasonable consent of the Borrower which successor agent shall (so long as no unless an Event of Default under Section 7.01(b), (c), (h) or (i) shall have occurred and be continuing) be subject to approval by the Borrowers (which approval shall not be unreasonably withheld or delayed), to appoint a successor which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent and Collateral Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective (except in the case of the Collateral Agent holding collateral security on behalf of such Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed)effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent and Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 8.09 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. A resignation as referred to in this Section 8.09 shall not affect the rights of the Collateral Agent pursuant to the Parallel Debt and the German Parallel Debt and the Collateral Agent shall continue to hold such rights until the effective assignment thereof by the Collateral Agent to a successor agent. The Collateral Agent will reasonably cooperate in assigning its rights under the Parallel Debt and the German Parallel Debt to any such successor agent and will reasonably cooperate in transferring all rights under the Security Documents to such successor agent.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent and Collateral Agent upon 10 30 days’ ' notice to the Lenders. If the Administrative Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders which successor administrative agent shall be a commercial bank organized under the laws of the United States of America or any State thereof, have a combined capital and surplus of at least 61 Credit Agreement $500,000,000 and shall be consented to by the Borrower at all times other than during the existence of an Event of Default (which 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, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent and Collateral Agent under this Agreement and the other Loan Documents, then the Required Lenders shall have the right, subject to the reasonable consent of the Borrower (so long as no Event of Default under Section 7.01(b), (c), (h) or (i) shall have occurred and be continuing), to appoint a successor which shall be a bank with an office in administrative agent from among the United StatesLenders. Upon the acceptance of its appointment as successor administrative agent hereunder, or an Affiliate of any such bank with an office in the United States, whereupon Person acting as such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and Collateral Agent, and the term “"Administrative Agent” 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 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 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 10 30 days following a retiring Administrative Agent’s 's notice of resignation, the retiring Administrative Agent’s 's resignation shall nevertheless thereupon become effective (except in the case of the Collateral Agent holding collateral security on behalf of such Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed), and the Lenders shall assume and perform all of the duties of the Administrative Agent and Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 8.09 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent and Collateral Agent upon 10 days’ notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent and Collateral Agent under this Agreement and the other Loan Documents, then the Required Lenders shall have the right, subject to the reasonable consent of the Borrower (so long as no Event of Default under Section 7.01(b), (c), (h) or (i) shall have occurred and be continuing), to appoint a successor which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent and Collateral Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this 159 Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective (except in the case of the Collateral Agent holding collateral security on behalf of such Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed), and the Lenders shall assume and perform all of the duties of the Administrative Agent and Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 8.09 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents.

Successor Administrative Agent. The If at any time the Administrative Agent deems it advisable, in its sole discretion, it may resign submit to each Issuing Bank and each of the Lenders a written notice of its resignation as Administrative Agent and Collateral Agent upon 10 days’ notice to under the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent and Collateral Agent under this Agreement and the other Loan Documents, then such resignation to be effective upon the Required Lenders shall have the right, subject to the reasonable consent earlier of the Borrower (so long as no Event of Default under Section 7.01(b), (c), (h) or (i) shall have occurred and be continuing), to appoint a successor which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent and Collateral Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective (except in the case of the Collateral Agent holding collateral security on behalf of such Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed), and the Lenders shall assume and perform all written acceptance of the duties of the Administrative Agent under the Loan Documents by a successor Administrative Agent and Collateral Agent hereunder until (ii) on the 30th day after the date of such timenotice. Upon any such resignation, if any, as the Required Lenders shall have the right to appoint from among the Lenders a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders and accepted such appointment in writing within 30 days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Issuing Banks and the Lenders, appoint a successor agent Administrative Agent, which successor Administrative Agent shall be a commercial bank organized under the laws of the United States or any State thereof and having a combined capital, surplus, and undivided profits of at least $100,000,000. Upon the acceptance of any appointment as provided for aboveAdministrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent’s rights, powers, privileges and duties as Administrative Agent under the Loan Documents shall be terminated. The Borrower, the other Credit Parties, the Issuing Banks and the Lenders shall execute such documents as shall be necessary to effect such appointment. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 8.09 the Loan Documents shall inure to its benefit as to any actions taken or omitted to be taken by it it, and any amounts owing to it, while it was Administrative Agent under this Agreement the Loan Documents. If at any time there shall not be a duly appointed and acting Administrative Agent, the Borrower agrees to make each payment due under the Loan Documents directly to the Issuing Banks and the other Loan DocumentsLenders entitled thereto during such time.

Successor Administrative Agent. The Administrative Agent may resign at any time as Administrative Agent and Collateral Agent upon 10 days’ under the Loan Documents by giving written notice thereof to the Lenders and the Borrower. If Upon any such resignation, the Administrative Agent shall resign as Administrative Agent and Collateral Agent under this Agreement and the other Loan Documents, then the Required Requisite Lenders shall have the rightright to appoint a successor Administrative Agent, subject to the reasonable consent of the Borrower (so long as provided no Event of Default under Section 7.01(bhas occurred, which consent shall not be unreasonably withheld, conditioned or delayed), (c), (h) or (i) . If no successor Administrative Agent shall have occurred been so appointed in accordance with the immediately preceding sentence, and be continuing)shall have accepted such appointment within thirty (30) days after the current Administrative Agent’s giving of notice of resignation, to then the current Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a bank with Lender, if any Lender shall be willing to serve, and otherwise shall be an office in Eligible Assignee. Upon the United States, or an Affiliate acceptance of any such bank with an office in the United Statesappointment as Administrative Agent hereunder - 170 - 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 current Administrative Agent and Collateral Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as current Administrative Agent shall be terminated, without discharged from its duties and obligations under the Loan Documents. After 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 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective (except in the case of the Collateral Agent holding collateral security on behalf of such Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed), and the Lenders shall assume and perform all of the duties of the Administrative Agent and Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 8.09 Article 18 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement the Loan Documents. Notwithstanding anything contained herein to the contrary, the Administrative Agent may assign its rights and duties under the Loan Documents to any of its affiliates by giving the Borrower and each Lender prior written notice. Each prior Administrative Agent will promptly upon request of the successor Administrative Agent and at the sole cost of Lenders execute and deliver, in recordable form, any assignment or other instrument necessary to give effect to, or evidence, its resignation and the other Loan Documentstransfer of its rights and duties in its capacity as the Administrative Agent hereunder.

Successor Administrative Agent. The Administrative Agent may resign at any time give notice of its resignation as Administrative Agent and Collateral Agent upon 10 days’ notice to the Lenders and the Borrower. The Administrative Agent’s notice of resignation shall be effective upon thirty (30) days’ written notice (or such longer period as the Administrative Agent may agree) whether or not a successor agent has been appointed (the “Resignation Effective Time”). If the Administrative Agent shall resign as Administrative Agent and Collateral Agent under this Agreement and the other Loan Documents, then the Required Lenders shall have Lenders, with the right, subject to the reasonable consent of the Borrower (so long as to the extent no Event of Default under Section 7.01(b), (c), (h) or (i) shall have occurred and be is continuing), shall appoint from among the Lenders (or any Affiliate of the Lenders or any third party entity acceptable to appoint the Required Lenders) a successor which shall be a bank with an office in agent for the United States, or an Affiliate of any such bank with an office in the United StatesLenders, whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent and Collateral Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as With effect from the Resignation Effective Time, (1) the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and other Loan Documents (except that in the case of any Collateral held by the date that is 10 days following a retiring Administrative Agent’s notice Agent as collateral agent (or equivalent capacity) on behalf of resignationthe Lenders under any of the Loan Documents, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective (except in the case of the Collateral Agent holding collateral security on behalf of such Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Administrative Agent is appointed)) and (2) except for any indemnity payments owed to the retiring or removed Administrative Agent, all payments, communications and the Lenders shall assume and perform all of the duties of determinations provided to be made by, to or through the Administrative Agent and Collateral Agent hereunder shall instead be made by or to each Lender directly, until such time, if any, as the Required Lenders Xxxxxxx appoint a successor agent Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Administrative Agent (other than any rights to indemnity payments owed to the retiring Administrative Agent). Regardless of whether a successor is appointed, as of the Resignation Effective Time, the retiring Administrative Agent shall be discharged from all of its duties and obligations under the Agreement and other Loan Documents (except that in the case of any Collateral held by the Administrative Agent as collateral agent (or equivalent capacity) on behalf of the Lenders under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed). After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 8.09 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. Any Person into which the Administrative Agent is merged or converted or with which it is consolidated, or any Person resulting from any merger, conversion or consolidations which the Administrative Agent is a party, or any Person to which substantially all of the corporate trust or agency business of the Administrative Agent is transferred, shall continue to serve as the Administrative Agent under this Agreement without further action.

Successor Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent as provided below, the Administrative Agent may resign as at any time by giving written notice thereof to the Lenders, the Issuing Bank and the Borrowers and may be removed at any time for cause by the Majority Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right to appoint a successor Administrative Agent and Collateral which appointment shall, prior to a Default, be subject to the consent of the Borrowers, acting reasonably. If (a) no successor Administrative Agent upon 10 days’ shall have been so appointed by the Majority Lenders or (b) appointed, no successor Administrative Agent shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gave notice to of resignation or the Majority Lenders removed the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the BorrowerIssuing Bank, appoint a successor Administrative Agent which shall be any Lender or a commercial bank organized under the laws of the United States of America or any political subdivision thereof which has combined capital and reserves in excess of $250,000,000.00 and which shall be reasonably acceptable to the Borrowers. If Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall resign as thereupon succeed to and become vested with all the rights, powers, privileges, duties and obligations of the retiring Administrative Agent and Collateral the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under this Agreement and the other Loan Documents, then the Required Lenders shall have the right, subject to the reasonable consent of the Borrower (so long as no Event of Default under Section 7.01(b), (c), (h) or (i) shall have occurred and be continuing), to appoint a successor which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent and Collateral Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective (except in the case of the Collateral Agent holding collateral security on behalf of such Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed), and the Lenders shall assume and perform all of the duties of the Administrative Agent and Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, Agent the provisions of this Section 8.09 Article 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. In the event that the Administrative Agent under this Agreement and the other Loan Documentsor any of its respective Affiliates ceases to be a Lender hereunder, such Person shall resign its agency hereunder.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent and Collateral Agent upon 10 days’ at any time by giving written notice thereof to the Lenders and the Parent Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent. If the no successor Administrative Agent shall resign 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, selected from among the Lenders. In either case, such appointment shall be subject to the prior written approval of the Parent 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). Upon the acceptance of any appointment as Administrative Agent by a successor Administrative Agent, such successor Administrative Agent shall succeed to, and Collateral 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 have the right, subject . Prior to the reasonable consent of the Borrower (so long as no Event of Default under Section 7.01(b), (c), (h) or (i) shall have occurred and be continuing), to appoint a successor which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent and Collateral Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective (except in the case of the Collateral Agent holding collateral security on behalf of such Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed), and the Lenders shall assume and perform all of the duties of the Administrative Agent and Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent 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 8.09 shall inure to its benefit 9 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.. On the Effective Date, the Existing Administrative Agent shall be deemed to have resigned as the administrative agent under the Existing Credit Agreement and Wachovia shall be appointed as the successor Administrative Agent hereunder. On and after the Effective Date, the Existing Administrative Agent shall continue to have the benefit of this Section 9 as to any actions taken or omitted to be taken by it while it was administrative agent under the Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit Agreement). Exhibit 10.2 BWP 10-Q 06/30/2009 Exhibit 10.2 -----

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent and Collateral Agent upon 10 at any time by giving thirty (30) days’ written notice thereof to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent and Collateral Agent under this Agreement and the other Loan DocumentsUpon any such resignation, then the Required Lenders shall have the right, subject to the reasonable consent of the Borrower with (so long as no Event of Default under Section 7.01(b), (c), (h) or (i) shall have has occurred and is continuing) the consent of the Borrower (not to be continuingunreasonably withheld or delayed), 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 thirty (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 Lenders, appoint a successor Administrative Agent, which shall be a commercial bank with an office in organized under the laws of the United States, States or an Affiliate of any such bank with an office in State thereof and having a combined capital and surplus of at least $500,000,000. Upon the United Statesacceptance 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 Collateral Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as 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 forty-five (45) days after written notice is 10 days following a retiring Administrative Agent’s notice given of resignation, the retiring Administrative Agent’s resignation or removal under this Section 7.06 no successor Administrative Agent shall nevertheless thereupon become effective have been appointed and shall have accepted such appointment, then on such forty-fifth (except in the case of the Collateral Agent holding collateral security on behalf of such Secured Parties, 45th) day (a) the retiring Collateral Administrative Agent’s resignation or removal shall become effective, (b) the retiring Administrative Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed), thereupon be discharged from its duties and obligations under the Loan Documents and (c) the Required Lenders shall assume and thereafter perform all of the duties of the retiring Administrative Agent and Collateral Agent hereunder under the Loan Documents until such time, Senior Secured Term Loan Credit Agreement among U.S. Well Services, Inc., USWS Holdings LLC, U.S. Well Services, LLC, the Subsidiary Guarantors, the Initial Lenders, and CLMG Corp. dated as of May 7, 2019 if any, as the Required Lenders appoint a successor agent 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 8.09 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 DocumentsAgreement.

Successor Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent as provided below, the Administrative Agent may resign as at any time by giving written notice thereof to the Lenders, the Issuing Bank and the Borrowers and may be removed at any time for cause by the Majority Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right to appoint a successor Administrative Agent and Collateral which appointment shall, prior to a Default, be subject to the consent of the Borrowers, acting reasonably. If (a) no successor Administrative Agent upon 10 days’ shall have been so appointed by the Majority Lenders or (b) if appointed, no successor Administrative Agent shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gave notice to of resignation or the Majority Lenders removed the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the BorrowerIssuing Bank, appoint a successor Administrative Agent which shall be any Lender or a commercial bank organized under the laws of the United States of America or any political subdivision thereof which has combined capital and reserves in excess of $250,000,000.00 and which shall be reasonably acceptable to the Borrowers. If Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall resign as thereupon succeed to and become vested with all the rights, powers, privileges, duties and obligations of the retiring Administrative Agent and Collateral the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under this Agreement and the other Loan Documents, then the Required Lenders shall have the right, subject to the reasonable consent of the Borrower (so long as no Event of Default under Section 7.01(b), (c), (h) or (i) shall have occurred and be continuing), to appoint a successor which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent and Collateral Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective (except in the case of the Collateral Agent holding collateral security on behalf of such Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed), and the Lenders shall assume and perform all of the duties of the Administrative Agent and Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative Agent, Agent the provisions of this Section 8.09 Article 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. In the event that the Administrative Agent under this Agreement and the other Loan Documentsor any of its respective Affiliates ceases to be a Lender hereunder, such Person shall resign its agency hereunder.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent and Collateral Agent upon 10 days’ 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, or, if no successor Administrative Agent has been appointed, forty-five days after the retiring Administrative Agent gives notice of its intention to resign. If The Administrative Agent may be removed at any time with or without cause by written notice received by the Administrative Agent shall resign as from the Required Lenders, such removal to be effective on the date specified by the Required Lenders; provided that the Administrative Agent may not be removed unless the Administrative Agent (in its individual capacity) and Collateral Agent under this Agreement and any affiliate thereof acting as Issuer is relieved of all of its duties as Issuer pursuant to documentation reasonably satisfactory to such Person on or prior to the other Loan Documentsdate of such removal. Upon any resignation or removal of the Administrative Agent, then the Required Lenders shall have the rightright (with, subject to the reasonable consent of the Borrower (so long as no Event Default or Unmatured Default exists, the consent of Default under Section 7.01(b)the Borrower, (c)which shall not be unreasonably withheld) to appoint, (h) or (i) shall have occurred on behalf of the Borrower and be continuing)the Lenders, to appoint a successor which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent and Collateral Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent shall have been so appointed by the date that is 10 Required Lenders within thirty days following a retiring after the resigning Administrative Agent’s giving notice of resignationits intention to resign, then the retiring resigning Administrative Agent’s resignation shall nevertheless thereupon become effective (except in the case of the Collateral Agent holding collateral security may appoint, on behalf of such Secured Partiesthe Borrower and the Lenders, a successor Administrative Agent. Notwithstanding the previous sentence, the retiring Collateral Administrative Agent shall continue may at any time without the consent of any Lender and with the consent of the Borrower, not to hold such collateral security as nominee until such time be unreasonably withheld or delayed, appoint any of its Affiliates which is a commercial bank as a successor Collateral Administrative Agent is appointed), and the Lenders shall assume and perform all of the duties of hereunder. If the Administrative Agent and Collateral 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 8.09 shall inure to its benefit as to any actions taken has resigned or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents.been 3099077v.3

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent and Collateral Agent upon 10 30 days’ notice to the Lenders and the BorrowerLenders. If the Administrative Agent shall resign as Administrative Agent and Collateral Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall have appoint from among Lenders a successor administrative agent for Lenders, which successor administrative agent shall be consented to by Borrower at all times other than during the right, subject existence of a Default (which consent of Borrower shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the reasonable consent effective date of the Borrower (so long as no Event resignation of Default under Section 7.01(b)Administrative Agent, (c)Administrative Agent may appoint, (h) or (i) shall have occurred after consulting with Lenders and be continuing)Borrower, to appoint a successor which shall be a bank with an office in administrative agent from among Lenders. Upon the United Statesacceptance of its appointment as successor administrative agent hereunder, or an Affiliate of any such bank with an office in the United States, whereupon Person acting as such successor administrative agent shall succeed to all the rights, ; powers and duties of the retiring Administrative Agent and Collateral Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective (except in the case of the Collateral Agent holding collateral security on behalf of such Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed), and the Lenders shall assume and perform all of the duties of the Administrative Agent and Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for aboveadministrative agent. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 8.09 Article IX and Sections 5.6 and 10.2 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 no successor administrative agent has accepted 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 shall nevertheless thereupon become effective and the other Lenders shall perform all of the duties of Administrative Agent hereunder until such time, if any, as Required Lenders appoint a successor agent as provided for above (except that in the case of any collateral security held by Administrative Agent on behalf of Lenders under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed).

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent and Collateral Agent upon at any time by giving 10 days’ prior written notice to the Lenders Lenders, the Issuing Banks and the Borrower; provided that if no successor agent is appointed in accordance with the terms set forth below within such 10-day period, the Administrative Agent’s resignation shall not be effective until the earlier to occur of (x) the date of the appointment of the successor agent or (y) the date that is specified in such notice (which shall be no earlier than 30 days after the date thereof) (or such later date as the resigning Administrative Agent may agree). If the Administrative Agent shall resign is a Defaulting Lender or an Affiliate of a Defaulting Lender, either the Required Lenders or the Borrower may, upon ten days’ notice, remove the Administrative Agent; provided that if no successor agent is appointed in accordance with the terms set forth below within such 10-day period, the Administrative Agent’s removal shall, at the option of the Borrower, not be effective until the earlier to occur of (x) the date of the appointment of the successor agent or (y) the date that is 30 days after the last day of such 30-day period (or such later date as Administrative Agent and Collateral Agent under this Agreement and the other Loan DocumentsBorrower may agree). Upon receipt of any such notice of resignation or delivery of any such notice of removal, then the Required Lenders shall have the right, subject to with the reasonable consent of the Borrower (so long as no Event of Default under Section 7.01(b), (c), (h) not to be unreasonably withheld or (i) shall have occurred and be continuingdelayed), to appoint a successor Administrative Agent which shall be a bank commercial bank, trust company or other Person acceptable to the Borrower, in each case, with an office offices in the United StatesUS having combined capital and surplus in excess of $1,000,000,000; provided that during the existence and continuation of an Event of Default under Section 7.01(a) or, or an Affiliate of any such bank with an office in the United States, whereupon such successor agent shall succeed respect to the rightsBorrower, powers Sections 7.01(f) or (g), no consent of the Borrower shall be required. If no successor has been appointed as provided above and duties accepted such appointment within thirty days after the resigning Administrative Agent gives notice of its resignation or the Administrative Agent and Collateral Agentreceives notice of removal, then (a) in the case of a retirement, the resigning Administrative Agent may (but shall not be obligated to), on behalf of the Lenders and the term “Issuing Banks, appoint a successor Administrative Agent” shall mean such Agent meeting the qualifications set forth above (including, for the avoidance of doubt, the consent of the Borrower) or (b) in the case of a removal, the Borrower may, after consulting with the Required Lenders, appoint a successor agent effective upon Administrative Agent meeting the qualifications set forth above; provided that (x) in the case of a retirement, if the Administrative Agent notifies the Borrower, the Lenders and the Issuing Banks that no qualifying Person has accepted such appointment or (y) in the case of a removal, the Borrower notifies the Required Lenders that no qualifying Person has accepted such appointment, then, in each case, such resignation or removal shall nonetheless become effective in accordance with the provisos to the first two sentences in this paragraph (unless the retiring Administrative Agent shall have agreed in its sole discretion to extend the effectiveness of its resignation) and approval, and (i) the former Administrative Agent’s rights, powers and duties as resigning or removed 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 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective Loan Documents (except that in the case of any collateral security held by the Administrative Agent in its capacity as collateral agent for the Secured Parties for purposes of maintaining the perfection of the Lien on the Collateral Agent holding collateral security on behalf of such securing the Secured PartiesObligations, the retiring Collateral resigning Administrative Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Administrative Agent is appointed) and (ii) all payments, communications and determinations required to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each Issuing Bank directly (and each Lender and each Issuing Bank will cooperate with the Borrower to enable the Borrower to take such actions), until such time as the Required Lenders or the Borrower, as applicable, appoint a successor Administrative Agent, as provided above in this Article 8. Upon the acceptance of its appointment as Administrative Agent hereunder as a successor Administrative Agent, the successor Administrative Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning or removed Administrative Agent (other than any rights to indemnity payments owed to the resigning Administrative Agent), and the Lenders shall assume and perform all of the duties of the resigning or removed Administrative Agent shall be discharged from its duties and Collateral obligations hereunder (if not already discharged therefrom as expressly provided above in this Section 8.07) (other than its obligations under Section 9.13 hereof). The fees payable by the Borrower to any successor Administrative Agent hereunder until shall not be greater than those payable to its predecessor unless otherwise expressly agreed in writing between the Borrower and such time, if any, as the Required Lenders appoint a successor agent as provided for aboveAdministrative Agent. After any retiring the Administrative Agent’s resignation as Administrative Agentor removal hereunder, the provisions of this Article and Section 8.09 9.03 shall inure to continue in effect for the benefit of such resigning or removed Administrative Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions action taken or omitted to be taken by it any of them while it the relevant Person was acting as Administrative Agent under (including for this Agreement and purpose holding any collateral security following the other Loan Documentsresignation or removal of the Administrative Agent). Notwithstanding anything to the contrary herein, no Disqualified Institution (nor any Affiliate thereof) may be appointed as a successor Administrative Agent.

Successor Administrative Agent. The If at any time the Administrative Agent deems it advisable, in its sole discretion, it may resign submit to the Issuing Banks and each of the Lenders a written notice of its resignation as Administrative Agent and Collateral Agent upon 10 days’ notice to under the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent and Collateral Agent under this Agreement and the other Loan Documents, then the Required Lenders shall have the right, subject such resignation to the reasonable consent of the Borrower (so long as no Event of Default under Section 7.01(b), (c), (h) or (i) shall have occurred and be continuing), to appoint a successor which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent and Collateral Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on earlier of a. 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 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective (except in the case of the Collateral Agent holding collateral security on behalf of such Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed), and the Lenders shall assume and perform all written acceptance of the duties of the Administrative Agent under the Loan Documents by a successor Administrative Agent and Collateral Agent hereunder until b. on the 30th day after the date of such timenotice. Upon any such resignation, if any, as the Required Lenders shall have the right to appoint from among the Lenders a 77 successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders and accepted such appointment in writing within 30 days after the retiring Administrative Agent's giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Issuing Banks and the Lenders, appoint a successor agent Administrative Agent, which successor Administrative Agent shall be a commercial bank organized under the laws of the United States or any State thereof and having a combined capital, surplus, and undivided profits of at least $100,000,000. Upon the acceptance of any appointment as provided for aboveAdministrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent's rights, powers, privileges and duties as Administrative Agent under the Loan Documents shall be terminated. The Borrower, the Issuing Banks and the Lenders shall execute such documents as shall be necessary to effect such appointment. After any retiring Administrative Agent’s 's resignation as Administrative Agent, the provisions of this Section 8.09 the Loan Documents shall inure to its benefit as to any actions taken or omitted to be taken by it it, and any amounts owing to it, while it was Administrative Agent under this Agreement the Loan Documents. If at any time there shall not be a duly appointed and acting Administrative Agent, the Borrower agrees to make each payment due under the Loan Documents directly to the Issuing Banks and the other Loan DocumentsLenders entitled thereto during such time.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent and Collateral Agent upon 10 days’ at any time by giving written notice thereof to the Lenders and the Borrower. If Upon any such resignation, the Administrative Agent shall resign as Administrative Agent and Collateral Agent under this Agreement and the other Loan Documents, then the Required Majority Lenders shall have the right, subject to the reasonable consent of the Borrower (so long as no Event of Default under Section 7.01(b), (c), (h) or (i) shall have occurred and be continuing), right to appoint a successor which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent and Collateral Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent shall have been so appointed by the date that is 10 Majority Lenders, and shall have accepted such appointment, within 30 days following a retiring Administrative Agent’s notice of resignation, after the retiring Administrative Agent’s giving of notice of resignation shall nevertheless thereupon become effective (except in or the case Majority Lenders’ removal of the Collateral retiring Administrative Agent, then the retiring Administrative Agent holding collateral security may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a commercial bank described in clause (i) or (ii) of the definition of “Eligible Assignee” having a combined capital and surplus of at least $500,000,000. Whether or not a successor has been appointed, such Secured Partiesresignation shall become effective in accordance with such notice on such effective date, where (i) the retiring Collateral Administrative Agent shall continue be discharged from its duties and obligations hereunder and (ii) all payments, communications and determinations provided to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed)be made by, and the Lenders shall assume and perform all of the duties of to or through the Administrative Agent and Collateral Agent hereunder shall instead be made by or to each Lender directly, until such time, if any, as the Required Majority Lenders appoint a successor agent Administrative Agent as provided for above. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 8.09 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. Notwithstanding the foregoing, if no Event of Default under Section 6.01(a) or (e) shall have occurred and be continuing, then no successor Administrative Agent shall be appointed under this Section 7.06 without the other Loan Documentsprior written consent of the Borrower, which consent shall not be unreasonably withheld or delayed.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent and Collateral Agent upon 10 at any time by giving at least sixty days’ written notice thereof to the Lenders Lenders, the Facility Agents and the Borrower. Upon any such resignation, the Majority Facility Agents shall have the right to appoint a successor Administrative Agent approved by the Borrower (which approval will not be unreasonably withheld or delayed and shall not be required if a Termination Event shall have occurred and be continuing). If the no successor Administrative Agent shall resign as have been so appointed by the Majority Facility Agents, and shall have accepted such appointment, within sixty days after the retiring Administrative Agent and Collateral Agent under this Agreement and the other Loan DocumentsAgent’s giving of notice of resignation, then the Required Lenders shall have retiring Administrative Agent may, on behalf of the rightLenders, subject to the reasonable consent appoint a successor Administrative Agent which, if such successor Administrative Agent is not a Facility Agent or an Affiliate of a Facility Agent, is approved by the Borrower (so long as no which approval will not be unreasonably withheld or delayed and shall not be required if a Termination Event of Default under Section 7.01(b), (c), (h) or (i) shall have occurred and be continuing), to appoint a and which successor which Administrative Agent shall be (a) either (i) a commercial bank with an office in the United Stateshaving a combined capital and surplus of at least $250,000,000, or (ii) an Affiliate of any such bank with bank, or (iii) an office Affiliate of Rabobank and (b) experienced in the United Statestypes of transactions contemplated by this Agreement. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, whereupon such successor agent Administrative Agent shall thereupon succeed to and become vested with all of the rights, powers powers, privileges and duties of the retiring Administrative Agent and Collateral Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as 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 discharged from its duties and obligations under this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective (except in the case of the Collateral Agent holding collateral security on behalf of such Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed), and the Lenders shall assume and perform all of the duties of the Administrative Agent and Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for aboveTransaction Documents. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Section 8.09 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 Transaction Documents.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent and Collateral Agent upon 10 at any time by giving thirty (30) days’ ' prior written notice to the Lenders and the Borrower. If The Required Lenders, for good cause, may remove Administrative Agent at any time by giving thirty (30) days' prior written notice to the Administrative Agent shall resign as Administrative Agent and Collateral Agent under this Agreement Agent, the Borrower and the other Loan DocumentsLenders. Upon any such resignation or removal, then the Required Lenders shall have the rightright to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders and accepted such appoint within thirty (30) days after the retiring Administrative Agent's giving notice of resignation or the Required Lenders' giving notice of removal, subject to as the reasonable consent case may be, then the retiring Administrative Agent may appoint, on behalf of the Borrower (so long as no and the Lenders, a successor Administrative Agent. Each such successor Administrative Agent shall be a financial institution which meets the requirements of an Eligible Assignee. Unless an Event of Default under Section 7.01(b), (c), (h) or (i) shall have occurred and be continuing), any successor Administrative Agent shall be reasonably acceptable to appoint the Borrower. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor which shall be a bank with an office in the United StatesAdministrative Agent, or an Affiliate of any such bank with an office in the United States, 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 Collateral Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as 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 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective (except in the case of the Collateral Agent holding collateral security on behalf of such Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed), and the Lenders shall assume and perform all of the duties of the Administrative Agent and Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for aboveLoan Documents. After any retiring Administrative Agent’s 's resignation as Administrative Agenthereunder, the provisions of this Section 8.09 Article 15 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 Documentshereunder.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent and Collateral Agent upon 10 days’ at any time by giving ten (10) days prior written notice thereof to the Lenders and the Borrower, but such resignation shall not become effective until acceptance by a successor agent of its appointment pursuant hereto. If Upon any such resignation, the retiring Administrative Agent shall resign promptly appoint a successor agent from among the Lenders, provided that such successor is reasonably acceptable (as evidenced in writing) to the Required Lenders. If no successor agent shall have been so appointed by the retiring agent and shall have accepted such appointment within 30 days after the retiring Administrative Agent and Collateral Agent under this Agreement and Agent's giving of notice of resignation, the other Loan Documents, then Borrower or the Required Lenders shall have the rightmay appoint a successor agent (provided, subject to the reasonable consent of that a successor agent appointed by the Borrower (so may subsequently be replaced by the Required Lenders; provided, further, that as long as no Event of Default under Section 7.01(b), (c), (h) or (i) shall have occurred and be continuing, any such successor agent or replacement appointed by the Required Lenders is reasonably acceptable to the Borrower), to appoint a successor which shall be either a Lender, or a commercial bank with an office in organized under the laws of the United States, States of America or an Affiliate of any such bank with an office in State thereof and having a combined capital and surplus of at least $250,000,000. Upon the United Statesacceptance of any appointment as agent hereunder by a successor agent, whereupon such successor agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the retiring Administrative Agent and Collateral Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as retiring Administrative Agent shall be terminateddischarged from its duties and obligations under this Credit Agreement, without the other Fundamental Documents and 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 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective (except in the case of the Collateral Agent holding collateral security on behalf of such Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed), and the Lenders shall assume and perform all of the duties of the Administrative Agent and Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for abovecredit documentation. After any retiring Administrative Agent’s 's resignation hereunder as Administrative Agent, the provisions of this Section 8.09 Article 12 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 DocumentsCredit Agreement.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent and Collateral Agent upon 10 30 days’ notice to the Lenders and the BorrowerCompany. If the Administrative Agent shall resign as Administrative Agent and Collateral Agent under this Agreement and the other Loan Documents, then the Required Lenders shall have appoint from among the rightLenders a successor agent for the Lenders, subject to the reasonable consent of the Borrower which successor agent shall (so long as no unless an Event of Default under Section 7.01(b), (c), (h7(a) or (iSection 7(f) with respect to the Borrowers shall have occurred and be continuing) be subject to approval by the Company (which approval shall not be unreasonably withheld or delayed), to appoint a successor which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent and Collateral Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective (except in the case of the Collateral Agent holding collateral security on behalf of such Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed)effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent and Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 8.09 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. Any resignation by Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation as an Issuing Lender and the Swingline Lender and Bank of America, N.A., London Branch’s resignation as the Euro Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender, Swingline Lender and the Euro Swingline Lender, (b) the retiring Issuing Lender, Swingline Lender and Euro Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit.

Successor Administrative Agent. The Administrative Agent may resign as upon at least 30 days’ prior written notice to each Lender, the Borrower and the Collateral Manager, the Collateral Custodian, the Document Custodian and the Collateral Administrator, effective upon the appointment and acceptance of a successor Administrative Agent as provided below, and Collateral Agent upon 10 days’ notice to may be removed at any time with cause by the Controlling Parties acting jointly. Upon any such resignation or removal, the Lenders and the Borrower. If the acting jointly shall appoint a successor Administrative Agent shall resign as Administrative Agent and Collateral Agent under this Agreement and (with the other Loan Documents, then the Required Lenders shall have the right, subject to the reasonable consent of the Borrower (Borrower, so long as no Event of Default under Section 7.01(b), (c), (h) or (i) shall have has occurred and be is continuing), to appoint . Each of the Borrower and the Lenders agrees that it shall not unreasonably withhold or delay its approval of the appointment of a successor which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent and Collateral Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by has been appointed and accepted such appointment within 30 days after the date that is 10 days following a retiring Administrative Agent’s notice of resignationresignation or the removal of the Administrative Agent, then the retiring or removed Administrative Agent may, on behalf of the Secured Parties, appoint a successor Administrative Agent which successor Administrative Agent must be either (a) a commercial bank with a combined capital and surplus of at least $50,000,000 organized under the laws of the United States or of any state thereof, (b) a Lender or (c) an Affiliate of such a bank or a Lender. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent will 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 will be discharged from its duties and obligations under this Agreement. After any Administrative Agent’s resignation shall nevertheless thereupon become effective (except in the case of the Collateral Agent holding collateral security on behalf of such Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed), and the Lenders shall assume and perform all of the duties of the Administrative Agent and Collateral Agent 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 8.09 shall Article XI will continue to 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 DocumentsAgreement.

Successor Administrative Agent. (a) The Administrative Agent may resign as Administrative Agent and Collateral Agent upon 10 at any time by giving 30 days’ ' prior written notice thereof to the Lenders Lenders, the Issuing Banks and the Borrower. If the , whether or not a successor Administrative Agent shall resign as Administrative Agent and Collateral Agent under this Agreement and the other Loan Documentshas been appointed. Upon any such resignation, then the Required Lenders shall have the right, subject to with the reasonable consent of the Borrower (so long as no such consent (a) not to be unreasonably withheld or delayed and (b) not to be required if an Event of Default under Section 7.01(b), (c), (h) or (i) shall have has occurred and be is continuing), ) to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Xxxxxxx, 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 Banks, appoint a successor Administrative Agent, which shall be a bank with an office in the United StatesNew York, New York or an Affiliate of any such bank with an office in the United Statesbank. In either case, whereupon such successor agent appointment shall succeed be subject to the rights, powers and duties prior written approval of the Administrative Agent Borrower (which approval may not be unreasonably withheld and Collateral Agent, shall not be required while an Event of Default has occurred and is continuing). Upon 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 acceptance of 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 10 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 shall nevertheless thereupon become effective (except in the case of the Collateral Agent holding collateral security on behalf of such Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed), be discharged from its duties and the Lenders shall assume and perform all of the duties of the Administrative Agent and Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 8.09 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. 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.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent and Collateral Agent upon 10 days’ at any time give notice of its resignation to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent and Collateral Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall have appoint from among the right, subject Lenders a successor agent for the Lenders. If no successor agent is appointed prior to the reasonable consent effective date of the Borrower (so long as no Event resignation of Default under Section 7.01(b)the Administrative Agent, (c)the Administrative Agent may appoint, (h) or (i) shall have occurred after consulting with the Lenders and be continuing)the Borrower, to appoint a successor which shall be a bank with an office in agent from among the United StatesLenders. Upon the acceptance by the Lender so selected of its appointment as successor agent hereunder, or an Affiliate of any such bank with an office in the United States, whereupon such successor agent shall succeed to all of the rights, powers and duties of the retiring Administrative Agent and Collateral Agent, and the term “Administrative Agent” as used herein and in the other Loan Documents shall mean such successor agent effective upon such appointment and approval, and the former retiring Administrative Agent’s rightsappointment, powers and duties as the Administrative Agent shall be terminated. After any retiring Administrative Agent’s resignation hereunder as the Administrative Agent, without the provisions of this Article 12 and Section 14.4 shall inure to its benefit as to any other actions taken or further act or deed on omitted 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 10 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 (except in the case of the Collateral Agent holding collateral security on behalf of such Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed), and the Lenders shall assume and perform all of the duties of the Administrative Agent and Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After above (except that in the case of any Collateral held by the existing Administrative Agent on behalf of the Secured Parties under the Loan Documents, the retiring Administrative Agent’s resignation Agent shall continue to hold such Collateral until such time as Administrative Agent, the provisions of this Section 8.09 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was a successor Administrative Agent under this Agreement and the other Loan Documentsis appointed).

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent and Collateral Agent upon 10 days’ at any time by giving written notice thereof to the Lenders and the BorrowerBorrower and may be removed at any time with or without cause by the Majority Lenders. If Upon any such resignation or removal, the Administrative Agent shall resign as Administrative Agent and Collateral Agent under this Agreement and the other Loan Documents, then the Required Majority Lenders shall have the rightright to appoint a successor Administrative Agent, subject to the reasonable consent of the Borrower (which, for so long as no Prepayment Event or Event of Default under Section 7.01(bhas occurred and is continuing, shall be a Lender and shall be approved by the Borrower (with such approval not to be unreasonably withheld or delayed), (c), (h) or (i) . If no successor Administrative Agent shall have occurred been so appointed by the Majority Lenders and be continuing)approved by the Borrower, to and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a commercial bank with an office in organized under the laws of the United States, States or an Affiliate of any such bank with an office in other country that is a member of the United StatesOECD having a combined capital and surplus of at least $50,000,000. Upon the acceptance of any appointment as 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 and duties of the retiring Administrative Agent and Collateral Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as 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 discharged from its duties and obligations under this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective (except in the case of the Collateral Agent holding collateral security on behalf of such Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed), and the Lenders shall assume and perform all of the duties of the Administrative Agent and Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for aboveAgreement. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative Agent, the provisions of this Section 8.09 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. Notwithstanding the foregoing, if no Prepayment Event or Event of Default, and no event that with the other Loan Documents.giving of notice or the passage of time, or both, would constitute a Prepayment Event or an Event of Default, shall have occurred and be continuing, then no successor Administrative Agent shall be appointed under this Section 7.06 without the prior written consent of the Borrower, which consent shall not be unreasonably withheld or delayed. ARTICLE VIII

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent and Collateral Agent upon 10 at any time by giving 30 days’ ' prior written notice thereof to the Lenders and the Borrower. The Administrative Agent may be removed by the Required Lenders at any time by giving 10 days' prior written notice thereof to the Administrative Agent, the other Lenders and the Borrower. Upon any such resignation or removal, the Required Lenders shall have the right (with the consent of the Borrower so long as no Potential Default or Event of Default shall be continuing, which consent shall not be unreasonably withheld or delayed) to appoint a successor Administrative Agent. If the no successor Administrative Agent shall resign have been so appointed and consented to, and shall have accepted such appointment, within 30 days after such notice of resignation or removal, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent. Each successor Administrative Agent shall be a commercial bank or trust company organized under the laws of the United States of America or any State thereof and having a combined capital and surplus of at least $1,000,000,000. Upon the acceptance by a successor Administrative Agent of its appointment as Administrative Agent hereunder, such successor Administrative Agent shall thereupon succeed to and Collateral become vested with all the properties, rights, powers, privileges and duties of the former Administrative Agent, without further act, deed or conveyance. Upon the effective date of resignation or removal of a retiring Administrative Agent, such Administrative Agent shall be discharged from its duties under this Agreement and the other Loan Documents, then the Required Lenders shall have the right, subject to the reasonable consent of the Borrower (so long as no Event of Default under Section 7.01(b), (c), (h) or (i) shall have occurred and be continuing), to appoint a successor which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent and Collateral Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective (except in the case of the Collateral Agent holding collateral security on behalf of such Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed), and the Lenders shall assume and perform all of the duties of the Administrative Agent and Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation as Administrative Agent, but the provisions of this Section 8.09 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 Agreement. If and so long as no successor Administrative Agent shall have been appointed, then any notice or other communication required or permitted to be given by the Administrative Agent shall be sufficiently given if given by the Required Lenders, all notices or other Loan Documentscommunications required or permitted to be given to the Administrative Agent shall be given to each Lender, and all payments to be made to the Administrative Agent shall be made directly to the Borrower or Lender for whose account such payment is made.