Common use of Resignation by Administrative Agent Clause in Contracts

Resignation by Administrative Agent. Administrative Agent may resign as Administrative Agent upon 30 days' notice to Lenders. If Administrative Agent resigns under this Agreement, Required Lenders shall 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 existence of an Event of Default (which approval of Borrower shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of Administrative Agent, Administrative Agent may appoint, after consulting with Lenders and Borrower, a successor administrative agent from among Lenders (or, if no Lender is willing to act as successor administrative agent, among other commercial banks each having a combined capital and surplus of at least $1,000,000,000), which successor administrative agent shall be consented to by Borrower at all times other than during the existence of an Event of Default (which approval of Borrower shall not be unreasonably withheld or delayed). Upon the acceptance of its appointment as successor administrative agent hereunder, such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term "Administrative Agent" shall mean such successor administrative agent and the retiring Administrative Agent's appointment, powers and duties as Administrative Agent shall be terminated. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, the provisions of this Section 9 and Sections 10.03 and 10.13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. 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 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.

Resignation by Administrative Agent. (a) The Administrative Agent may resign as Administrative Agent upon 30 days' at any time give notice of its resignation to the Lenders, the Issuing Lender and the Borrower. If Administrative Agent resigns under this AgreementUpon receipt of any such notice of resignation, the Required Lenders shall appoint from among Lenders a successor administrative agent for Lenders which successor administrative agent shall be consented have the right, in consultation with the Borrower and subject to by the consent of the Borrower at all times other than during the existence of an (provided no Event of Default (has occurred and is continuing at the time of such resignation), to appoint a successor, which approval shall be a bank with an office in the United States, or an Affiliate of Borrower shall not be unreasonably withheld or delayed)any such bank with an office in the United States. If no such successor administrative agent is shall have been so appointed prior to by the effective date Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the resignation of Administrative Agent, retiring Administrative Agent may appoint, after consulting with on behalf of the Lenders and Borrowerthe Issuing Lender, appoint a successor administrative agent from among Administrative Agent meeting the qualifications set forth above provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (or, if no Lender is willing to act as successor administrative agent, among other commercial banks each having a combined capital and surplus of at least $1,000,000,000), which successor administrative agent 1) the retiring Administrative Agent shall be consented discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Issuing Lender under any of the Credit Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by Borrower at all times other than during or to each Lender and the existence of an Event of Default (which approval of Borrower shall not be unreasonably withheld or delayed)Issuing Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this paragraph. Upon the acceptance of its a successor’s appointment as successor administrative agent Administrative Agent hereunder, such successor administrative agent shall succeed to and become vested with all of the rights, powers powers, privileges and duties of the retiring Administrative Agent and the term "(or retired) Administrative Agent" shall mean such successor administrative agent , and the retiring Administrative Agent's appointment, powers Agent shall be discharged from all of its duties and duties 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 terminatedthe same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After any the retiring Administrative Agent's ’s resignation hereunder as Administrative Agentand under the other Credit Documents, the provisions of this Article and Section 9 9.5 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and Sections 10.03 and 10.13 shall inure to its benefit as to their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was Administrative Agent under this 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 was acting as Administrative Agent's resignation shall nevertheless thereupon become effective and 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.

Resignation by Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days' at any time give notice of its resignation to the Lenders, the L/C Issuers and the Borrower. If Administrative Agent resigns under this AgreementUpon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint from among Lenders a successor administrative agent for Lenders successor, which successor administrative agent shall be consented to by Borrower at all times other than during a bank with an office in the existence United States, or an Affiliate of any such bank with an Event of Default (which approval of Borrower shall not be unreasonably withheld or delayed)office in the United States. If no such successor administrative agent is shall have been so appointed prior to by the effective date Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the resignation of Administrative Agent, retiring Administrative Agent may appoint, after consulting with on behalf of the Lenders and Borrowerthe L/C Issuers, appoint a successor administrative agent from among Administrative Agent meeting the qualifications set forth above; provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (or, if no Lender is willing to act as successor administrative agent, among other commercial banks each having a combined capital and surplus of at least $1,000,000,000), which successor administrative agent 1) the retiring Administrative Agent shall be consented 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 Borrower at all times other than during or to each Lender and each L/C Issuer directly, until such time as the existence of an Event of Default (which approval of Borrower shall not be unreasonably withheld or delayed)Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of its a successor’s appointment as successor administrative agent Administrative Agent hereunder, such successor administrative agent shall succeed to and become vested with all of the rights, powers powers, privileges and duties of the retiring Administrative Agent and the term "(or retired) Administrative Agent" shall mean such successor administrative agent , and the retiring Administrative Agent's appointment, powers Agent shall be discharged from all of its duties and duties obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Administrative Agent shall be terminatedthe same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After any the retiring Administrative Agent's ’s resignation hereunder as Administrative Agentand under the other Loan Documents, the provisions of this Article and Section 9 10.04 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and Sections 10.03 and 10.13 shall inure to its benefit as to 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 was acting as Administrative Agent. Any resignation by Bank of America as Administrative Agent pursuant to this AgreementSection shall also constitute its resignation as L/C Issuer and Swing Line Lender. If no successor administrative agent has accepted Upon the acceptance of a successor’s appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent's notice of resignationhereunder, the retiring Administrative Agent's resignation (a) such successor shall nevertheless thereupon succeed to and become effective and Lenders shall perform vested with all of the rights, powers, privileges and duties of Administrative Agent the retiring L/C Issuer and Swing Line Lender, (b) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder until such timeor under the other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, as Required Lenders appoint a successor agent as provided for aboveoutstanding at the time of such succession or make other arrangement satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.

Resignation by Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days' at any time give notice of its resignation to Lendersthe Lenders and the Borrower. If Administrative Agent resigns under this AgreementUpon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint from among Lenders a successor administrative agent for Lenders successor, which successor administrative agent shall be consented to by Borrower at all times other than during a bank with an office in the existence United States, or an Affiliate of any such bank with an Event of Default (which approval of Borrower shall not be unreasonably withheld or delayed)office in the United States. If no such successor administrative agent is shall have been so appointed prior to by the effective date Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the resignation of Administrative Agent, retiring Administrative Agent may appoint, after consulting with on behalf of the Lenders and Borrower, appoint a successor administrative agent from among Administrative Agent meeting the qualifications set forth above; provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (or, if no Lender is willing to act as successor administrative agent, among other commercial banks each having a combined capital and surplus of at least $1,000,000,000), which successor administrative agent 1) the retiring Administrative Agent shall be consented 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 Borrower at all times other than during or to each Lender directly, until such time as the existence of an Event of Default (which approval of Borrower shall not be unreasonably withheld or delayed)Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of its a successor’s appointment as successor administrative agent Administrative Agent hereunder, such successor administrative agent shall succeed to and become vested with all of the rights, powers powers, privileges and duties of the retiring Administrative Agent and the term "(or retired) Administrative Agent" shall mean such successor administrative agent , and the retiring Administrative Agent's appointment, powers Agent shall be discharged from all of its duties and duties obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Administrative Agent shall be terminatedthe same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After any the retiring Administrative Agent's ’s resignation hereunder as Administrative Agentand under the other Loan Documents, the provisions of this Article and Section 9 10.04 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and Sections 10.03 and 10.13 shall inure to its benefit as to their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was Administrative Agent under this 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 was acting as Administrative Agent's resignation shall nevertheless thereupon become effective and 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.

Resignation by Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days' at any time give notice of its resignation to Lendersthe Lenders and the Borrower. If Administrative Agent resigns under this AgreementUpon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint from among Lenders a successor administrative agent for Lenders successor, which successor administrative agent shall be consented to by Borrower at all times other than during a bank with an office in the existence United States, or an Affiliate of any such bank with an Event of Default (which approval of Borrower shall not be unreasonably withheld or delayed)office in the United States. If no such successor administrative agent is shall have been so appointed prior to by the effective date Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the resignation of Administrative Agent, retiring Administrative Agent may appointon behalf of the Lenders, after consulting with Lenders and Borrower, appoint a successor administrative agent from among Administrative Agent meeting the qualifications set forth above; provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (or, if no Lender is willing to act as successor administrative agent, among other commercial banks each having a combined capital and surplus of at least $1,000,000,000), which successor administrative agent 1) the retiring Administrative Agent shall be consented 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 Borrower at all times other than during or to each Lender directly, until such time as the existence of an Event of Default (which approval of Borrower shall not be unreasonably withheld or delayed)Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of its a successor’s appointment as successor administrative agent Administrative Agent hereunder, such successor administrative agent shall succeed to and become vested with all of the rights, powers powers, privileges and duties of the retiring Administrative Agent and the term "(or retired) Administrative Agent" shall mean such successor administrative agent , and the retiring Administrative Agent's appointment, powers Agent shall be discharged from all of its duties and duties obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Administrative Agent shall be terminatedthe same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After any the retiring Administrative Agent's ’s resignation hereunder as Administrative Agentand under the other Loan Documents, the provisions of this Article and Section 9 10.04 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and Sections 10.03 and 10.13 shall inure to its benefit as to their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was Administrative Agent under this 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 was acting as Administrative Agent's resignation shall nevertheless thereupon become effective and 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.

Resignation by Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days' at any time give notice of its resignation to the Lenders, the L/C Issuers and the Borrower. If Administrative Agent resigns under this AgreementUpon receipt of any such notice of resignation, the Required Lenders shall 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 have the existence of an right, so long as no Default or Event of Default has occurred and is continuing subject to consent of the Borrower (which approval of Borrower shall not to be unreasonably withheld withheld), to appoint a successor, which shall be a bank with an office in the United States, or delayed)an Affiliate of any such bank with an office in the United States. If no such successor administrative agent is shall have been so appointed prior to by the effective date Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the resignation of Administrative Agent, retiring Administrative Agent may appoint, after consulting with on behalf of the Lenders and the L/C Issuers, appoint a successor Administrative Agent meeting the qualifications set forth above, subject to the consent of the Borrower, not to be unreasonably withheld; provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents 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 L/C Issuer directly, until such time as the Required Lenders appoint a successor administrative agent from among Lenders (or, if no Lender is willing to act Administrative Agent as successor administrative agent, among other commercial banks each having a combined capital and surplus of at least $1,000,000,000), which successor administrative agent shall be consented to by Borrower at all times other than during the existence of an Event of Default (which approval of Borrower shall not be unreasonably withheld or delayed)provided for above in this Section. Upon the acceptance of its a successor’s appointment as successor administrative agent Administrative Agent hereunder, such successor administrative agent shall succeed to and become vested with all of the rights, powers powers, privileges and duties of the retiring Administrative Agent and the term "(or retired) Administrative Agent" shall mean such successor administrative agent , and the retiring Administrative Agent's appointment, powers Agent shall be discharged from all of its duties and duties obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Administrative Agent shall be terminatedthe same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After any the retiring Administrative Agent's ’s resignation hereunder as Administrative Agentand under the other Loan Documents, the provisions of this Article and Section 9 10.04 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and Sections 10.03 and 10.13 shall inure to its benefit as to 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 was acting as Administrative Agent. Any resignation by Bank of America as Administrative Agent pursuant to this AgreementSection shall also constitute its resignation as L/C Issuer and Swing Line Lender. If no successor administrative agent has accepted Upon the acceptance of a successor’s appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent's notice of resignationhereunder, the retiring Administrative Agent's resignation (a) such successor shall nevertheless thereupon succeed to and become effective and Lenders shall perform vested with all of the rights, powers, privileges and duties of Administrative Agent the retiring L/C Issuer and Swing Line Lender, (b) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder until such timeor under the other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, as Required Lenders appoint a successor agent as provided for aboveoutstanding at the time of such succession or make other arrangement satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.

Resignation by Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days' at any time give at least sixty (60) days notice of its resignation to Lendersthe Lenders and the Borrowers. If Administrative Agent resigns under this AgreementUpon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrowers, to appoint from among Lenders a successor administrative agent for Lenders successor, which successor administrative agent shall be consented to by Borrower at all times other than during a bank with an office in the existence United States, or an Affiliate of any such bank with an office in the United States. Unless a Default or an Event of Default (which approval of Borrower shall not have occurred and be unreasonably withheld or delayed)continuing, such successor shall be reasonably acceptable to the Borrowers. If no such successor administrative agent is shall have been so appointed prior to by the effective date Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the resignation of Administrative Agent, retiring Administrative Agent may appointon behalf of the Lenders, after consulting with Lenders and Borrower, appoint a successor administrative agent from among Lenders (or, if no Lender is willing to act as successor administrative agent, among other commercial banks each Administrative Agent having a combined capital rating of “A” or its equivalent by S&P and surplus of at least $1,000,000,000), which successor administrative agent shall be consented to by Borrower at all times other than during meeting the existence of an Event of Default (which approval of Borrower shall not be unreasonably withheld or delayed)qualifications set forth above. Upon the acceptance of its a successor’s appointment as successor administrative agent Administrative Agent hereunder, such successor administrative agent shall succeed to and become vested with all of the rights, powers powers, privileges and duties of the retiring Administrative Agent and the term "“Administrative Agent" ” shall mean such successor administrative agent and the retiring Administrative Agent's appointment, powers and duties as Administrative Agent shall be terminateddischarged from its duties and obligations hereunder and under the other Loan Documents. The Borrowers agrees to pay the fees of the successor Administrative Agent as may be agreed between the Borrowers and such successor Administrative Agent. After any retiring Administrative Agent's ’s resignation hereunder as Administrative Agentand under the other Loan Documents, the provisions of this Section 9 §15 and Sections 10.03 §§17.2 and 10.13 17.3 shall inure to continue in effect for the benefit of the 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 was acting as Administrative Agent. Any resignation by Fleet as Administrative Agent pursuant to this Agreement§15 shall also constitute its resignation as issuer of Letters of Credit. If no successor administrative agent has accepted Upon the acceptance of a successor’s appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent's notice of resignationhereunder, the retiring Administrative Agent's resignation (a) such successor shall nevertheless thereupon succeed to and become effective and Lenders shall perform vested with all of the rights, powers, privileges and duties of Administrative Agent the retiring issuer of Letters of Credit, (b) the retiring issuer of Letters of Credit shall be discharged from all of its respective duties and obligations hereunder until such timeor under the other Loan Documents, and (c) the successor issuer of Letters of Credit shall issue letters of credit in substitution for the Letters of Credit, if any, as Required Lenders appoint a successor agent as provided for above.outstanding at the time of such succession or make other arrangement satisfactory to the retiring issuer of Letters of Credit to effectively assume the obligations of the retiring issuer of Letters of Credit with respect to such Letters of Credit

Resignation by Administrative Agent. The Administrative ----------------------------------- Agent may resign as the Administrative Agent upon 30 days' notice to Lendersthe Lenders and to the Borrower. 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 consented to by the Borrower at all times other than during the existence of an Event of Default (which approval 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 Borrower, a successor administrative agent from among Lenders (or, if no Lender is willing to act as successor administrative agent, among other commercial banks each having a combined capital and surplus of at least $1,000,000,000), which successor administrative agent shall be consented to by Borrower at all times other than during the existence of an Event of Default (which approval of Borrower shall not be unreasonably withheld or delayed)Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term "Administrative Agent" shall mean such successor administrative agent and the retiring Administrative Agent's appointment, powers and duties as the Administrative Agent shall be terminated. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent, the provisions of this Section Article 9 and Sections 10.03 10.3 and 10.13 ------------- 10.4 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. If no successor administrative agent has accepted appointment as the 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 Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above.

Resignation by Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days' at any time give notice of its resignation to Lendersthe Lenders and the Swing Line Lender. If Administrative Agent resigns under this AgreementUpon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint from among Lenders a successor administrative agent for Lenders successor, which successor administrative agent shall be consented to by Borrower at all times other than during the existence a bank with an office in California, or an Affiliate of any such bank with an Event of Default (which approval of Borrower shall not be unreasonably withheld or delayed)office in California. If no such successor administrative agent is shall have been so appointed prior to by the effective date Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the resignation of Administrative Agent, retiring Administrative Agent may appoint, after consulting with on behalf of the Lenders and Borrowerthe Swing Line Lender, appoint a successor administrative agent from among Administrative Agent meeting the qualifications set forth above; provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation or removal shall nonetheless become effective in accordance with such notice and (or, if no Lender is willing to act as successor administrative agent, among other commercial banks each having a combined capital and surplus of at least $1,000,000,000), which successor administrative agent 1) the retiring Administrative Agent shall be consented 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 and the Swing Line Lender under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such Collateral security until such time as a successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by Borrower at all times other than during or to each Lender and the existence of an Event of Default (which approval of Borrower shall not be unreasonably withheld or delayedSwing Line Lender, directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Paragraph 10(f). Upon the acceptance of its a successor appointment as successor administrative agent Administrative Agent hereunder, such successor administrative agent shall succeed to and become vested with all of the rights, powers powers, privileges and duties of the retiring Administrative Agent and the term "(or retired) Administrative Agent" shall mean such successor administrative agent , and the retiring Administrative Agent's appointment, powers Agent shall be discharged from all of its duties and duties obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Paragraph 10(f)). The fees payable by the Borrower to a successor Administrative Agent shall be terminatedthe same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After any the retiring Administrative Agent's resignation hereunder as Administrative Agentand under the other Loan Documents, the provisions of this Section 9 Paragraphs 10(a) through 10(i) shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and Sections 10.03 and 10.13 shall inure to its benefit as to 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 or removed Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment was acting 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 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.

Resignation by Administrative Agent. Administrative Agent may resign as Administrative Agent upon 30 days' notice to Lenders. If Administrative Agent resigns under this Agreement, Required Lenders shall 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 existence of an Event of Default (which approval of Borrower shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of Administrative Agent, Administrative Agent may appoint, after consulting with Lenders and Borrower, a successor administrative agent from among Lenders (or, if no Lender is willing to act as successor administrative agent, among other commercial banks each having a combined capital and surplus of at least $1,000,000,000), which successor administrative agent shall be consented to by Borrower at all times other than during the existence of an Event of Default (which approval of Borrower shall not be unreasonably withheld or delayed). Upon the acceptance of its appointment as successor administrative agent hereunder, such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term "Administrative Agent" shall mean such successor administrative agent and the retiring Administrative Agent's appointment, powers and duties as Administrative Agent shall be terminated. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, the provisions of this Section 9 and Sections 10.03 and 10.13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. 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 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. As used in this Section 9.09, "Administrative Agent" shall also mean Swing Line Lender and each Issuing Lender. From and after the effective date of the resignation of Swing Line Lender or any Issuing Lender, Swing Line Lender or such Issuing Lender, as the case may be, shall continue to have the rights and obligations applicable to Swing Line Lender and Issuing Lender, as the case may be, with respect to any Swing Line Loans or Letters of Credit, as the case may be, outstanding on such effective date.

Resignation by Administrative Agent. The Administrative Agent may resign at any time give notice of its resignation to the Lenders, the L/C Issuers and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, so long as no Event of Default has occurred and is continuing subject to consent of the Borrower (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 retiring Administrative Agent gives notice of its resignation (the “Resignation Effective Date”), then the retiring Administrative Agent may on behalf of the Lenders and the L/C Issuers, appoint a successor Administrative Agent meeting the qualifications set forth above, subject to the consent of the Borrower, not to be unreasonably withheld; provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective on the Resignation Effective Date. If the Person serving as Administrative Agent upon 30 days' 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 Lenders. If the Borrower and such Person remove such Person as Administrative Agent resigns under this Agreementand, Required Lenders shall in Table of Contents consultation with the Borrower, 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 Administrative Agent meeting the existence of an Event of Default (which approval of Borrower shall not be unreasonably withheld or delayed)qualifications set forth above. If no such successor administrative agent is shall have been appointed prior to by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective date of in accordance with such notice on the resignation of Administrative Agent, Removal Effective Date. With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Administrative Agent may appointshall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) all payments, after consulting with 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 L/C Issuer directly, until such time as the Required Lenders and Borrower, appoint a successor administrative agent from among Lenders (or, if no Lender is willing to act Administrative Agent as successor administrative agent, among other commercial banks each having a combined capital and surplus of at least $1,000,000,000), which successor administrative agent shall be consented to by Borrower at all times other than during the existence of an Event of Default (which approval of Borrower shall not be unreasonably withheld or delayed)provided for above in this Section. Upon the acceptance of its a successor’s appointment as successor administrative agent Administrative Agent hereunder, such successor administrative agent shall succeed to and become vested with all of the rights, powers powers, privileges and duties of the retiring Administrative Agent and the term "(or retired) Administrative Agent" shall mean such successor administrative agent , and the retiring Administrative Agent's appointment, powers Agent shall be discharged from all of its duties and duties obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Administrative Agent shall be terminatedthe same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After any the retiring or removed Administrative Agent's ’s resignation or removal hereunder as Administrative Agentand under the other Loan Documents, the provisions of this Article and Section 9 10.04 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and Sections 10.03 and 10.13 shall inure to its benefit as to 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 was acting as Administrative Agent. Any resignation by or removal of Bank of America as Administrative Agent pursuant to this AgreementSection shall also constitute its resignation or removal as L/C Issuer and Swing Line Lender. If no successor administrative agent has accepted Upon the acceptance of a successor’s appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent's notice of resignationhereunder, the retiring Administrative Agent's resignation (a) such successor shall nevertheless thereupon succeed to and become effective and Lenders shall perform vested with all of the rights, powers, privileges and duties of Administrative Agent the retiring L/C Issuer and Swing Line Lender, (b) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder until such timeor under the other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, as Required Lenders appoint a successor agent as provided for aboveoutstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.