Common use of Resignation and Removal of Administrative Agent Clause in Contracts

Resignation and Removal of Administrative Agent. (a) The Administrative Agent may at any time give notice of its resignation to the Lenders, the Issuing Banks and Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with, so long as no Event of Default has occurred or is continuing, the consent of Borrower (such consent not to be unreasonably withheld), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the Administrative Agent gives notice of its resignation, then the Administrative Agent may on behalf of the Lenders and the Issuing Banks, appoint a successor Administrative Agent meeting the qualifications set forth above, provided that if the Administrative Agent shall notify Borrower and the Lenders that no qualifying person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each Issuing Bank directly, until such time as the Required Lenders (with, so long as no Event of Default has occurred or is continuing, the consent of Borrower (such consent not to be unreasonably withheld)) appoint a successor Administrative Agent as provided for above in this paragraph. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph). The fees payable by Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Section 10.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

Resignation and Removal of Administrative Agent. (a) The Administrative Agent may resign at any time give notice of its resignation to by notifying the Lenders, Lenders and the Issuing Banks and Borrower. Upon receipt of any such notice of resignation, the Required Majority Lenders shall have the right, with, so long as no Event of Default has occurred or is continuing, with the consent of the Borrower (such which consent shall not to be unreasonably withheldwithheld or delayed), to appoint a successor; provided that no consent of the Borrower shall be required if any Event of Default has occurred and is continuing. If no successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation (or such earlier date as shall be agreed by the Majority 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 with an office in the United StatesChicago, Illinois or New York, New York, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the Administrative Agent gives notice of its resignation, then the Administrative Agent may on behalf of the Lenders and the Issuing Banks, appoint that is a successor Administrative Agent meeting the qualifications set forth above, provided that if the Administrative Agent shall notify Borrower and the Lenders that no qualifying person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each Issuing Bank directly, until such time as the Required Lenders (with, so long as no Event of Default has occurred or is continuing, the consent of Borrower (such consent not to be unreasonably withheld)) appoint a successor Administrative Agent as provided for above in this paragraphfinancial institution. Upon the acceptance of a successor’s its appointment as Administrative Agent hereunderhereunder by a successor which shall include execution by such successor Administrative Agent of a Joinder Supplement (as defined in the Swap Intercreditor Agreement), 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 . If no successor administrative agent has accepted appointment as Administrative Agent by the date which is thirty (30) days following a retiring Administrative Agent shall be discharged from all Agents notice of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph). The fees payable by Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between Borrower and such successor. After resignation, the retiring Administrative Agent’s resignation hereunder and shall nevertheless thereupon become effective. For the avoidance of doubt, any resignation of the Administrative Agent shall also constitute a resignation of the Administrative Agent in its capacity as “Collateral Agent” or “collateral agent” under the other Loan Documents, the provisions of this Article IX and Section 10.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

Resignation and Removal of Administrative Agent. (a) The Administrative Agent may at any time give notice of its resignation to the Lenders, the Issuing Banks L/C Issuers and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with, so long as no Event of Default has occurred or is continuing, in consultation with the consent of Borrower (such consent not to be unreasonably withheld)Borrower, to appoint a successor, which shall be a bank with an office in that is a U.S. person (within the United Statesmeaning of Treasury Regulations Section 1.1441-1), or an Affiliate of any such bank with an office in the United States, which office shall assume primary withholding responsibility under Treasury Regulations Section 1.1441-1. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the Issuing BanksL/C Issuers, appoint a successor Administrative Agent meeting the qualifications set forth above, ; provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying person Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each Issuing Bank L/C Issuer directly, until such time as the Required Lenders (with, so long as no Event of Default has occurred or is continuing, the consent of Borrower (such consent not to be unreasonably withheld)) appoint a successor Administrative Agent as provided for above in this paragraphSection. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraphSection). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Section 10.03 10.04 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent. In the event that there is a successor to the Administrative Agent by merger, or the Administrative Agent assigns its duties and obligations to an Affiliate pursuant to this Section 9.07, then the term “prime rate” as used in this Agreement shall mean the prime rate, base rate or other analogous rate of the new Administrative Agent.

Resignation and Removal of Administrative Agent. (a) The Administrative Agent may at any time give notice of its resignation to the Lenders, Lenders and the Issuing Banks and BorrowerBorrowers. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, within consultation with the Borrowers, to appoint a successor Administrative Agent with the consent, so long as no Event of Default has occurred or and is continuing, of the consent of Borrower Borrowers (such consent not to be unreasonably withheld), to appoint a successor, which shall provided that no Ineligible Assignee may be a bank with an office in appointed successor Administrative Agent without the United States, or an Affiliate written consent of any such bank with an office in the United StatesBorrowers. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignationresignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to), on behalf of the Lenders and the Issuing BanksLenders, appoint a successor Administrative Agent meeting the qualifications set forth above, provided that if above with the Administrative Agent shall notify Borrower and the Lenders that no qualifying person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each Issuing Bank directly, until such time as the Required Lenders (withconsent, so long as no Event of Default has occurred or and is continuing, of the consent of Borrower Borrowers (such consent not to be unreasonably withheld)) appoint . Whether or not a successor Administrative Agent as provided for above in this paragraph. Upon the acceptance of a successor’s appointment as Administrative Agent hereunderhas been appointed, such successor resignation shall succeed to and become vested effective in accordance with all of such notice on the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph). The fees payable by Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Section 10.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative AgentResignation Effective Date.

Resignation and Removal of Administrative Agent. (a) The Administrative Agent may at any time give notice of its resignation to the Lenders, Lenders and the Issuing Banks and BorrowerBorrowers. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with, so long as no Event of Default has occurred or is continuing, in consultation with the consent of Borrower (such consent not to be unreasonably withheld)Borrowers, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignationresignation (the “Resignation Effective Date”), then the retiring Administrative Agent may on behalf of the Lenders and the Issuing BanksLenders, appoint a successor Administrative Agent meeting the qualifications set forth above, ; provided that if the Administrative Agent shall notify Borrower the Borrowers and the Lenders that no qualifying person Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice. If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (c) of the definition thereof, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrowers and such Person remove such Person as Administrative Agent and, in consultation with the Borrowers, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (1or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice. With effect from the Resignation Effective Date or the Removal Effective Date (as applicable)(a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2b) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each Issuing Bank directly, until such time as the Required Lenders (with, so long as no Event of Default has occurred or is continuing, the consent of Borrower (such consent not to be unreasonably withheld)) appoint a successor Administrative Agent as provided for above in this paragraphSection. 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 retiredremoved) Administrative Agent, and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraphSection). The fees payable by Borrower the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between Borrower the Borrowers and such successor. After the retiring Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article IX and Section 10.03 11.04 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

Resignation and Removal of Administrative Agent. (a) The Administrative Agent may at any time give notice of its resignation to the Lenders, Lenders and the Issuing Banks and Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with, so long as no Event of Default has occurred or is continuing, in consultation with the consent of Borrower (such consent not to be unreasonably withheld)Borrower, to appoint a successor, which shall be a bank with an office in that is a U.S. person (within the United Statesmeaning of Treasury Regulations Section 1.1441-1), or an Affiliate of any such bank with an office in the United States, which office shall assume primary withholding responsibility under Treasury Regulations Section 1.1441-1. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the Issuing BanksLenders, appoint a successor Administrative Agent meeting the qualifications set forth above, ; provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying person Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each Issuing Bank directly, until such time as the Required Lenders (with, so long as no Event of Default has occurred or is continuing, the consent of Borrower (such consent not to be unreasonably withheld)) appoint a successor Administrative Agent as provided for above in this paragraphSection. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraphSection). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Section 10.03 10.04 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent. In the event that there is a successor to the Administrative Agent by merger, or the Administrative Agent assigns its duties and obligations to an Affiliate pursuant to this Section 9.07, then the term “prime rate” as used in this Agreement shall mean the prime rate, base rate or other analogous rate of the new Administrative Agent.

Resignation and Removal of Administrative Agent. (a) The Administrative Agent may resign at any time give by giving notice of its resignation thereof to the Lenders and the Borrower. The Administrative Agent may be removed at any time upon the written request of the Majority Lenders. Upon any such resignation or removal, the Issuing Banks and Borrower. Upon receipt of any such notice of resignation, the Required Majority Lenders shall have the right, right to appoint a successor Administrative Agent with, so long as no unless an Event of Default has shall have occurred or is and be continuing, the written consent of Borrower (such the Borrower, which consent shall not to be unreasonably withheld), to appoint a successor, which shall be a bank with an office in the United States, withheld or an Affiliate of any such bank with an office in the United Statesdelayed. If no such successor Administrative Agent shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives Agent’s giving of notice of its resignation, then the retiring or removed Administrative Agent may may, on behalf of the Lenders and the Issuing BanksLenders, appoint a successor Administrative Agent meeting Agent; provided, however, that the qualifications set forth aboveBorrower shall have approved the same (unless an Event of Default has occurred and is continuing), provided that if such approval not to be unreasonably withheld or delayed. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor, such successor shall notify Borrower thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring or removed Administrative Agent, and the Lenders that no qualifying person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each Issuing Bank directly, until such time as the Required Lenders (with, so long as no Event of Default has occurred or is continuing, the consent of Borrower (such consent not to be unreasonably withheld)) appoint a successor Administrative Agent as provided for above in this paragraph. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph)Credit Documents. The fees payable by Borrower to a successor Administrative Agent shall be notify the same as those payable to Lenders of its predecessor unless otherwise agreed between Borrower appointment and such successorconfirm its acceptance of all responsibilities under this Agreement. After the any retiring or removed Administrative Agent’s resignation or removal hereunder and under the other Loan Documentsas Administrative Agent, the provisions of this Article IX and Section 10.03 VIII shall continue in effect for the its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring Administrative Agent it was acting as Administrative Agent.

Resignation and Removal of Administrative Agent. (a) The Administrative Agent may at any time give notice of its resignation to the Lenders, Lenders and the Issuing Banks and Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with, so long as no Event of Default has occurred or is continuing, in consultation with the consent of Borrower (such consent not to be unreasonably withheld)Borrower, to appoint a successor, which shall be a bank with an office in that is a U.S. person (within the United Statesmeaning of Treasury Regulations Section 1.1441-1), or an Affiliate of any such bank with an office in the United States, which office shall assume primary withholding responsibility under Treasury Regulations Section 1.1441-1. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the Issuing BanksLenders, appoint a successor Administrative Agent meeting the qualifications set forth above, ; provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying person Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each Issuing Bank directly, until such time as the Required Lenders (with, so long as no Event of Default has occurred or is continuing, the consent of Borrower (such consent not to be unreasonably withheld)) appoint a successor Administrative Agent as provided for above in this paragraphSection. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraphSection). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Section 10.03 10.04 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent. In the event that there is a successor to the Administrative Agent by merger, or the Administrative Agent assigns its duties and obligations to an Affiliate pursuant to this Section 9.07, then the term “prime rate” as used in this Agreement shall mean the prime rate, base rate or other analogous rate of the new Administrative Agent.

Resignation and Removal of Administrative Agent. (a) The Administrative Agent may at any time give notice (and, if at any time the Administrative Agent is a Defaulting Lender pursuant to clause (e)(i) of the definition thereof, within ten Business Days of a written request by the Borrower Agent, the Administrative Agent shall give such notice) of its resignation to the LendersLenders and the Borrower Agent and such notice shall also be effective in respect of its role as Collateral Agent unless the Administrative Agent otherwise agrees in writing; provided, that any such notice provided by the Administrative Agent shall provide for at least ten Business Days prior notice to such persons of such resignation unless the Borrower Agent expressly consents to a shorter notice period in its sole discretion. If a Lender acting as Administrative Agent is, or the Administrative Agent is an Affiliate of a Lender that is, removed pursuant to Section 2.16(b), then the Borrowers shall be deemed to have waived the notice period required pursuant to this Section 9.06). The Administrative Agent may be removed by the Required Lenders at any time by giving at least ten Business Days’ prior written notice thereof to the Administrative Agent, the Issuing Banks other Lenders and Borrowerthe Borrower Agent. Upon receipt of any such notice of resignationresignation or removal, the Required Lenders shall have the right, with, so long as no with the Borrower Agent’s consent (absent an Event of Default has occurred under Section 8.01(a), (b), (g) (solely with respect to the Borrowers), or is continuing, (h) (solely with respect to the consent of Borrower Borrowers)) (such consent not to be unreasonably withheldwithheld or delayed), to appoint a successorsuccessor that is not a Disqualified Institution, which shall be a bank commercial bank, trust company or other financial institution with an office in the United States, or an Affiliate of any such bank commercial bank, trust company or other financial institution with an office in the United StatesStates having capital and surplus aggregating in excess of $1,000,000,000, with any prohibited appointment to be absolutely void ab initio. If no such successor shall have been so appointed by the Required Lenders (with, for the avoidance of doubt, the consent of the Borrower Agent to the extent required above) and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignationresignation or the Required Lenders give notice of the removal of the Administrative Agent (or in each case, such earlier day as shall be agreed by the Required Lenders) (the “Replacement Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to) on behalf of the Lenders and the Issuing BanksLenders, appoint a successor Administrative Agent meeting the qualifications set forth aboveabove (including the Borrower Agent’s consent and that such successor not be a Disqualified Institution), provided that if the Administrative Agent shall notify Borrower and the Lenders that no qualifying person with any prohibited appointment to be absolutely void ab initio. Whether or not a successor has accepted such appointmentbeen appointed, then such resignation or removal shall nonetheless become effective in accordance with such notice and (1) on the Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each Issuing Bank directly, until such time as the Required Lenders (with, so long as no Event of Default has occurred or is continuing, the consent of Borrower (such consent not to be unreasonably withheld)) appoint a successor Administrative Agent as provided for above in this paragraph. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph). The fees payable by Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Section 10.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative AgentReplacement Effective Date.

Resignation and Removal of Administrative Agent. (a) The Administrative Agent may resign at any time give by giving written notice thereof to the Lenders and Borrowers, such resignation to be effective upon the appointment of a successor Administrative Agent or, if no successor Administrative Agent has been appointed, thirty (30) days after the retiring Administrative Agent gives notice of its resignation intention to resign. Administrative Agent may be removed by written notice received by Administrative Agent from the Required Lenders at any time (x) that Administrative Agent constitutes a Defaulting Lender or (y) after any act or omission of Administrative Agent to the extent such act or omission is found in a final non‑appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of Administrative Agent, such removal to be effective on the date specified by the Required Lenders, the Issuing Banks and Borrower. Upon receipt of any such notice of resignationresignation or removal, the Required Lenders shall have the rightright to appoint, withon behalf of Borrowers, so long as no the Lenders and any Secured Hedge Banks, a successor Administrative Agent, provided that, except during the continuance of an Event of Default has occurred or is continuingDefault, such appointment shall be subject to the prior consent of Borrower (Borrowers, such consent not to be unreasonably withheld), to appoint a successor, which shall be a bank with an office in the United States, conditioned or an Affiliate of any such bank with an office in the United Statesdelayed. If no such successor Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 fifteen (15) days after the resigning Administrative Agent gives Agent’s giving notice of its resignationintention to resign or removal of Administrative Agent, then the resigning Administrative Agent may appoint, on behalf of Borrowers, the Lenders and the Issuing any Secured Hedge Banks, a successor Administrative Agent, provided that, except during the continuance of an Event of Default, such appointment shall be subject to the prior consent of Borrowers, such consent not to be unreasonably withheld, conditioned or delayed. Notwithstanding the previous sentence, Administrative Agent may at any time without the consent of Borrowers, any Lender or any Secured Hedge Bank, appoint any of its Affiliates which is a commercial bank as a successor Administrative Agent meeting the qualifications set forth abovehereunder, provided that if such Affiliate meets the requirements of an Eligible Assignee. If Administrative Agent has resigned or been removed and no successor Administrative Agent has been appointed, the Lenders may perform all the duties of Administrative Agent hereunder and Borrower Parties shall make all payments in respect of the Obligations to the applicable Lender or Secured Hedge Bank and for all other purposes shall deal directly with the Lenders and any Secured Hedge Banks. No successor Administrative Agent shall notify Borrower and the Lenders that no qualifying person be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such appointmentsuccessor Administrative Agent shall thereupon succeed to and become vested with all the rights, then such powers, privileges and duties of the resigning Administrative Agent. Upon the effectiveness of the resignation shall nonetheless become effective in accordance with such notice and (1) of Administrative Agent, the resigning or removed Administrative Agent shall be discharged from its duties and obligations as Administrative Agent hereunder and under the other Loan Documents and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each Issuing Bank directly, until such time as the Required Lenders (with, so long as no Event of Default has occurred or is continuing, the consent of Borrower (such consent not to be unreasonably withheld)) appoint a successor Administrative Agent as provided for above in this paragraph. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph). The fees payable by Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between Borrower and such successorDocuments. After the retiring effectiveness of the resignation of an Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Section 10.03 14 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties Agent in respect of any actions taken or omitted to be taken by any of them it while the retiring Administrative Agent it was acting as Administrative Agent hereunder and under the other Loan Documents. In the event that there is a successor to Administrative Agent by merger, or Administrative Agent assigns its duties and obligations to an Affiliate pursuant to this Section 14.8(1), then the term “Prime Rate” as used in this Agreement will mean the prime rate, base rate or other analogous rate of the new Administrative Agent.. 136

Resignation and Removal of Administrative Agent. (a) The Administrative Agent may resign at any time give notice of its resignation to by notifying the Lenders, the Issuing Banks Lenders and Borrower. Upon receipt of any such notice of resignation, the Required Majority Lenders shall have the right, with, so long as no Event of Default has occurred or is continuing, with the consent of Borrower (such which consent shall not to be unreasonably withheldwithheld or delayed), to appoint a successor; provided that no consent of Borrower shall be required if any Event of Default has occurred and is continuing. If no successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation (or such earlier date as shall be agreed by the Majority 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 with an office in the United StatesChicago, Illinois or New York, New York, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the Administrative Agent gives notice of its resignation, then the Administrative Agent may on behalf of the Lenders and the Issuing Banks, appoint that is a successor Administrative Agent meeting the qualifications set forth above, provided that if the Administrative Agent shall notify Borrower and the Lenders that no qualifying person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each Issuing Bank directly, until such time as the Required Lenders (with, so long as no Event of Default has occurred or is continuing, the consent of Borrower (such consent not to be unreasonably withheld)) appoint a successor Administrative Agent as provided for above in this paragraphfinancial institution. Upon the acceptance of a successor’s its appointment as Administrative Agent hereunderhereunder by a successor which shall include execution by such successor Administrative Agent of a Joinder Supplement (as defined in the Swap Intercreditor Agreement), 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 . If no successor administrative agent has accepted appointment as Administrative Agent by the date which is thirty (30) days following a retiring Administrative Agent shall be discharged from all Agents notice of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph). The fees payable by Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between Borrower and such successor. After resignation, the retiring Administrative Agent’s resignation hereunder and shall nevertheless thereupon become effective. For the avoidance of doubt, any resignation of the Administrative Agent shall also constitute a resignation of the Administrative Agent in its capacity as “Collateral Agent” or “collateral agent” under the other Loan Documents, the provisions of this Article IX and Section 10.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

Resignation and Removal of Administrative Agent. (a) The Administrative Agent may at any time give notice of its resignation to the LendersLenders and the Borrower, and may be removed at any time by the Issuing Banks and BorrowerRequired Lenders by written notice. Upon receipt of any such notice of resignationresignation or upon any such removal, the Required Lenders shall have the right, with, so long as with the consent of the Borrower if no Event of Default has occurred or and is continuing, the consent of Borrower continuing (such consent not to be unreasonably withheldwithheld or delayed), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignationresignation or receives notice of its removal, then the retiring Administrative Agent may on behalf of the Lenders and the Issuing BanksLenders, appoint a successor Administrative Agent meeting the qualifications set forth above, ; provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying person Person has accepted such appointment, then such resignation or removal shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Term Loan Credit Agreement Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each Issuing Bank directly, until such time as the Required Lenders (with, so long as no Event of Default has occurred or is continuing, with the consent of the Borrower (such consent not to be unreasonably withheld)as provided above) appoint a successor Administrative Agent as provided for above in this paragraphSection. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraphSection). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article IX and Section 10.03 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties Representatives in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

Resignation and Removal of Administrative Agent. (a) The It is agreed by the Lenders that Administrative Agent shall remain Administrative Agent under this Agreement and the other Loan Documents throughout the term of the Loan; provided, however, Administrative Agent may resign at any time give by giving at least thirty (30) days prior notice of its resignation thereof to the Lenders, Lenders and the Issuing Banks and Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the rightright to appoint a successor Administrative Agent that shall be a Person that: meets the qualifications of an Eligible Assignee; and has substantial experience in construction loan administration, withand if such successor Administrative Agent is not a Lender, so as long as no Event of Default has occurred or is continuingexists, the consent of Borrower (shall have the right to approve such consent successor Administrative Agent, which approval shall not to be unreasonably withheld), to appoint a successor, which shall be a bank with an office in the United States, conditioned or an Affiliate of any such bank with an office in the United Statesdelayed. If no such successor Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives Agent's giving of notice of its resignationresignation of the retiring Administrative Agent, then the retiring Administrative Agent may may, on behalf of the Lenders and the Issuing BanksLenders, appoint a successor Administrative Agent meeting Agent, that shall be a Person that meets the qualifications set forth requirements of clauses (i) and (ii) above, provided that and if the such successor Administrative Agent shall notify Borrower and is not a Lender, the Lenders that no qualifying person has accepted such appointmentBorrower, then such resignation shall nonetheless become effective in accordance with such notice and (1) the Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each Issuing Bank directly, until such time as the Required Lenders (with, so long as no Event of Default has occurred or is continuingexists, shall have the consent of Borrower (right to approve such consent successor Administrative Agent, which approval shall not to be unreasonably withheld)) appoint a successor Administrative Agent as provided for above in this paragraph, conditioned or delayed. Upon the acceptance of a successor’s any appointment as Administrative Agent hereunderhereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under hereunder; provided, however, that the other Loan Documents (if not already discharged therefrom as provided above in this paragraph). The fees payable by Borrower to a successor retiring Administrative Agent shall not be discharged from any liabilities which existed prior to the same as those payable to its predecessor unless otherwise agreed between Borrower and effective date of such successorresignation. After the any retiring Administrative Agent’s 's resignation hereunder and under the other Loan Documentsas Administrative Agent, the provisions of this Article IX and Section 10.03 XIII shall continue in effect for the its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring Administrative Agent it was acting as Administrative Agent. Administrative Agent may be removed by the Required Lenders if: Administrative Agent shall have failed to pay to Lenders any amount due to any Lender pursuant to this Agreement (and not reasonably disputed by Administrative Agent) within seven (7) Business Days of the date Administrative Agent is notified of a default in a payment due from Administrative Agent to such Lenders; Administrative Agent shall have failed to perform any of its obligations under this Agreement in any material respect and such failure shall not have been cured within thirty (30) calendar days after written notice from Lenders to Administrative Agent of such failure, or if such failure cannot reasonably be cured within such thirty (30) day period, within such longer period of time as may be necessary to complete such cure so long as Administrative Agent commences such cure within such thirty (30) day period and thereafter diligently pursues such cure to completion; or Administrative Agent is a Defaulting Lender.

Resignation and Removal of Administrative Agent. (a) The Administrative Agent may at any time give notice of its resignation to the Lenders, the Issuing Banks Depository Bank, and the Borrower. The Administrative Agent may be removed at any time by the Required Lenders for the Administrative Agent’s gross negligence or willful misconduct. Upon receipt of any such notice of resignationresignation or removal, the Required Lenders shall have the right, with, so long as no Event of Default has occurred or is continuing, with the consent of the Borrower (such consent not to be unreasonably withheldwithheld or delayed), unless a Default or an Event of Default shall have occurred and is continuing, in which case the consent of the Borrower shall not be required, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If In the case of a removal, if no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignationresignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to) on behalf of the Lenders and the Issuing BanksLenders, appoint a successor Administrative Agent meeting the qualifications set forth above, provided that if the Administrative Agent shall notify Borrower and the Lenders that no qualifying person has accepted such appointment, then such . Such resignation shall nonetheless become effective in accordance with such notice on the Resignation Effective Date and (1) upon acceptance by the Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each Issuing Bank directly, until such time as the Required Lenders (with, so long as no Event of Default has occurred or is continuing, the consent of Borrower (such consent not to be unreasonably withheld)) appoint a successor Administrative Agent as provided Agent. [***] Confidential treatment has been requested for above in this paragraph. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph)bracketed portions. The fees payable by Borrower to a successor Administrative Agent shall be confidential redacted portion has been omitted and filed separately with the same as those payable to its predecessor unless otherwise agreed between Borrower Securities and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Section 10.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative AgentExchange Commission.

Resignation and Removal of Administrative Agent. (a) The Administrative Agent may at any time give notice of its resignation to the Lenders, the Issuing Banks L/C Issuers and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with, so long as no Event of Default has occurred or is continuing, in consultation with the consent of Borrower (such consent not to be unreasonably withheld)Borrower, to appoint a successor, which shall be a bank with an office in that is a U.S. person (within the United Statesmeaning of Treasury Regulations Section 1.1441-1), or an Affiliate of any such bank with an office in the United States, which office shall assume primary withholding responsibility under Treasury Regulations Section 1.1441-1. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the Issuing BanksL/C Issuers, appoint a successor Administrative Agent meeting the qualifications set forth above, ; provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying person Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each Issuing Bank L/C Issuer directly, until such time as the Required Lenders (with, so long as no Event of Default has occurred or is continuing, the consent of Borrower (such consent not to be unreasonably withheld)) appoint a successor Administrative Agent as provided for above in this paragraphSection. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraphSection). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Section 10.03 10.04 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent. In the event that there is a successor to the Administrative Agent by merger, or the Administrative Agent assigns its duties and obligations to an Affiliate pursuant to this Section 9.07, then the term “prime rate” as used in this Agreement shall mean the prime rate, base rate or other analogous rate of the new Administrative Agent.

Resignation and Removal of Administrative Agent. (a) The Administrative Agent may at any time give notice of its resignation to the Lenders, Lenders and the Issuing Banks and BorrowerBorrowers. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, within consultation with the Borrowers, to appoint a successor Administrative Agent with the consent, so long as no Event of Default has occurred or and is continuing, of the consent of Borrower Borrowers (such consent not to be unreasonably withheld), to appoint a successor, which shall provided that no Ineligible Assignee may be a bank with an office in appointed successor Administrative Agent without the United States, or an Affiliate written consent of any such bank with an office in the United StatesBorrowers. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignationresignation (or such earlier day as shall be agreed by the Required Lenders) (the “ Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to), on behalf of the Lenders and the Issuing BanksLenders, appoint a successor Administrative Agent meeting the qualifications set forth above, provided that if above with the Administrative Agent shall notify Borrower and the Lenders that no qualifying person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each Issuing Bank directly, until such time as the Required Lenders (withconsent, so long as no Event of Default has occurred or and is continuing, of the consent of Borrower Borrowers (such consent not to be unreasonably withheld)) appoint . Whether or not a successor Administrative Agent as provided for above in this paragraph. Upon the acceptance of a successor’s appointment as Administrative Agent hereunderhas been appointed, such successor resignation shall succeed to and become vested effective in accordance with all of such notice on the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph). The fees payable by Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Section 10.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative AgentResignation Effective Date.

Resignation and Removal of Administrative Agent. (a) The Administrative Agent may at any time give notice (and, if at any time the Administrative Agent is a Defaulting Lender pursuant to clause (e)(i) of the definition thereof, within ten Business Days of a written request by the Borrower Agent, the Administrative Agent shall give such notice) of its resignation to the LendersLenders and the Borrower Agent and such notice shall also be effective in respect of its role as Collateral Agent unless the Administrative Agent otherwise agrees in writing; provided, that any such notice provided by the Administrative Agent shall provide for at least ten Business Days prior notice to such persons of such resignation unless the Borrower Agent expressly consents to a shorter notice period in its sole discretion. If a Lender acting as Administrative Agent is, or the Administrative Agent is an Affiliate of a Lender that is, removed pursuant to Section 2.16(b), then the Borrowers shall be deemed to have waived the notice period required pursuant to this Section 9.06). The Administrative Agent may be removed by the Required Lenders at any time by giving at least ten Business Days’ prior written notice thereof to the Administrative Agent, the Issuing Banks other Lenders and Borrowerthe Borrower Agent. Upon receipt of any such notice of resignationresignation or removal, the Required Lenders shall have the right, with, so long as no with the Borrower Agent’s consent (absent an Event of Default has occurred under Section 8.01(a), (b), (g) (solely with respect to the Borrowers), or is continuing, (h) (solely with respect to the consent of Borrower Borrowers)) (such consent not to be unreasonably withheldwithheld or delayed), to appoint a successorsuccessor that is not a Disqualified Institution, which shall be a bank commercial bank, trust company or other financial institution with an office in the United States, or an Affiliate of any such bank commercial bank, trust company or other financial institution with an office in the United StatesStates having capital and surplus aggregating in excess of $1,000,000,000, with any prohibited appointment to be absolutely void ab initio. If no such successor shall have been so appointed by the Required Lenders (with, for the avoidance of doubt, the consent of the Borrower Agent to the extent required above) and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignationresignation or the Required Lenders give notice of the removal of the Administrative Agent (or in each case, such earlier day as shall be agreed by the Required Lenders) (the “Replacement Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to) on behalf of the Lenders and the Issuing BanksXxxxxxx, appoint a successor Administrative Agent meeting the qualifications set forth aboveabove (including the Borrower Agent’s consent and that such successor not be a Disqualified Institution), provided that if the Administrative Agent shall notify Borrower and the Lenders that no qualifying person with any prohibited appointment to be absolutely void ab initio. Whether or not a successor has accepted such appointmentbeen appointed, then such resignation or removal shall nonetheless become effective in accordance with such notice and (1) on the Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each Issuing Bank directly, until such time as the Required Lenders (with, so long as no Event of Default has occurred or is continuing, the consent of Borrower (such consent not to be unreasonably withheld)) appoint a successor Administrative Agent as provided for above in this paragraph. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph). The fees payable by Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Section 10.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative AgentReplacement Effective Date.

Resignation and Removal of Administrative Agent. (a) The Administrative Agent may resign at any time give by giving written notice thereof to the Lenders and Borrower, such resignation to be effective upon the appointment of a successor Administrative Agent or, if no successor Administrative Agent has been appointed, thirty (30) days after the retiring Administrative Agent gives notice of its resignation intention to resign. Administrative Agent may be removed by written notice received by Administrative Agent from the Required Lenders at any time (x) that Administrative Agent constitutes a Defaulting Lender or (y) after any act or omission of Administrative Agent to the extent such act or omission is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of Administrative Agent, such removal to be effective on the date specified by the Required Lenders, the Issuing Banks and Borrower. Upon receipt of any such notice of resignationresignation or removal, the Required Lenders shall have the rightright to appoint, withon behalf of Borrower, so long as no the Lenders and any Secured Hedge Banks, a successor Administrative Agent, provided that, except during the continuance of an Event of Default has occurred or is continuingDefault, such appointment shall be subject to the prior consent of Borrower (Borrower, such consent not to be unreasonably withheld), to appoint a successor, which shall be a bank with an office in the United States, conditioned or an Affiliate of any such bank with an office in the United Statesdelayed. If no such successor Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 fifteen (15) days after the resigning Administrative Agent gives Agent’s giving notice of its resignationintention to resign or removal of Administrative Agent, then the resigning Administrative Agent may appoint, on behalf of Borrower, the Lenders and the Issuing any Secured Hedge Banks, a successor Administrative Agent, provided that, except during the continuance of an Event of Default, such appointment shall be subject to the prior consent of Borrower, such consent not to be unreasonably withheld, conditioned or delayed. Notwithstanding the previous sentence, Administrative Agent may at any time without the consent of Borrower, any Lender or any Secured Hedge Bank, appoint any of its Affiliates which is a commercial bank as a successor Administrative Agent meeting the qualifications set forth abovehereunder, provided that if such Affiliate meets the requirements of an Eligible Assignee. If Administrative Agent has resigned or been removed and no successor Administrative Agent has been appointed, the Lenders may perform all the duties of Administrative Agent hereunder and Borrower Parties shall make all payments in respect of the Obligations to the applicable Lender or Secured Hedge Bank and for all other purposes shall deal directly with the Lenders and any Secured Hedge Banks. No successor Administrative Agent shall notify Borrower and the Lenders that no qualifying person be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such appointmentsuccessor Administrative Agent shall thereupon succeed to and become vested with all the rights, then such powers, privileges and duties of the resigning Administrative Agent. Upon the effectiveness of the resignation shall nonetheless become effective in accordance with such notice and (1) of Administrative Agent, the resigning or removed Administrative Agent shall be discharged from its duties and obligations as Administrative Agent hereunder and under the other Loan Documents and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each Issuing Bank directly, until such time as the Required Lenders (with, so long as no Event of Default has occurred or is continuing, the consent of Borrower (such consent not to be unreasonably withheld)) appoint a successor Administrative Agent as provided for above in this paragraph. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph). The fees payable by Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between Borrower and such successorDocuments. After the retiring effectiveness of the resignation of an Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Section 10.03 14 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties Agent in respect of any actions taken or omitted to be taken by any of them it while the retiring Administrative Agent it was acting as Administrative Agent.Agent hereunder and under the other Loan Documents. In the event that there is a successor to Administrative Agent by merger, or Administrative Agent assigns its duties and obligations to an Affiliate pursuant to this Section 14.8(1), then

Resignation and Removal of Administrative Agent. (a) 9.6 The Administrative Agent may at any time give notice of its resignation to the(a) Xxxxxxx and the Lenders, the Issuing Banks and Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, withsubject to the approval of the Company Borrower, not to be unreasonably withheld, for so long as no Event of Default set forth under Section 8.1(a) or 8.1(f) has occurred or and is continuing, the consent of Borrower (such consent not to be unreasonably withheld), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders Xxxxxxx and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignationresignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to) on behalf of the Lenders and Lenders, in consultation with the Issuing BanksBorrower, appoint a successor Administrative Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, provided that if such resignation shall become effective in accordance with such notice on the Resignation Effective Date. If the Person serving as Administrative Agent shall notify is a Defaulting Lender pursuant to(b) clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable Requirement of Law, by notice in writing to the Borrower and such Person remove such Person as Administrative Agent and, subject to the approval of the Company Borrower, not to be unreasonably withheld, for so long as no Event of Default set forth under Section 8.1(a) or 8.1(f) has occurred and is continuing, appoint a successor. If no such successor shall have been so appointed by the Required Lenders that no qualifying person has and shall have accepted such appointmentappointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such resignation removal shall nonetheless become effective in accordance with such notice and (1) on the Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each Issuing Bank directly, until such time as the Required Lenders (with, so long as no Event of Default has occurred or is continuing, the consent of Borrower (such consent not to be unreasonably withheld)) appoint a successor Administrative Agent as provided for above in this paragraphRemoval Effective Date. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph). The fees payable by Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Section 10.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.-151-

Resignation and Removal of Administrative Agent. (a) The Administrative Agent may at any time give notice of its resignation to the Lenders, the Issuing Banks Lenders and Borrowerthe Borrowers. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, withsubject to the approval of the Borrowers, not to be unreasonably withheld, for so long as no Event of Default set forth under Section 9.1(a) or 9.1(g) has occurred or and is continuing, the consent of Borrower (such consent not to be unreasonably withheld), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders Xxxxxxx and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives notice of its resignationresignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to) on behalf of the Lenders and the Issuing BanksLenders, in consultation with the Borrowers, appoint a successor Administrative Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, provided that if such resignation shall become effective in accordance with such notice on the Resignation Effective Date. If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable Law, by notice in writing to the Borrower Representative and such Person remove such Person as Administrative Agent and, subject to the approval of the Borrowers, not to be unreasonably withheld, for so long as no Event of Default set forth under Section 9.1(a) or 9.1(g) has occurred and is continuing, appoint a successor. If no such successor shall notify Borrower have been so appointed by the Required Lenders and the Lenders that no qualifying person has shall have accepted such appointmentappointment within thirty (30) days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such resignation removal shall nonetheless become effective in accordance with such notice and on the Removal Effective Date. With effect from the Resignation Effective Date or the Removal Effective Date (1as applicable) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Issuing Lenders under any of the Loan Documents, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed), all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each the Issuing Bank Lenders directly, until such time as the Required Lenders (with, so long as no Event of Default has occurred or is continuing, the consent of Borrower (such consent not to be unreasonably withheld)) appoint a successor Administrative Agent as provided for above in this paragraphabove. 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 retiredremoved) Administrative Agent, and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraphSection). The fees payable by Borrower the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between Borrower the Borrowers and such successor. After the retiring or removed Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article IX Section 10 and Section 10.03 11.5 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent was acting as Administrative Agent. Any resignation by Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation as Xxxxxxx Xxxxxx and Swingline Lender. If Bank of America resigns as an Xxxxxxx Xxxxxx, it shall retain all the rights, powers, privileges and duties of an Issuing Lender hereunder with respect to all Letters of Credit issued by it which are outstanding as of the effective date of its resignation as an Issuing Lender and all L/C Obligations with respect thereto, including the right to require the Lenders to make ABR Loans or fund risk participations in unreimbursed amounts in connection with Letters of Credit. If Bank of America resigns as Swingline Lender, it shall retain all the rights of the Swingline Lender provided for hereunder with respect to Swingline Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make ABR Loans or fund risk participations in outstanding Swingline Loans. Upon the appointment by the Borrowers of a successor Xxxxxxx Xxxxxx or Swingline Lender hereunder (which successor shall in all cases be a Lender other than a Defaulting Lender), (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender or Swingline Lender, as applicable, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Xxxxxxx Xxxxxx shall issue letters of credit in substitution for the Letters of Credit, if any, issued by the retiring Issuing Lender which are outstanding at the time of such succession or make other arrangements satisfactory to Bank of America to effectively assume the obligations of Bank of America with respect to such Letters of Credit.