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 the retiring Administrative Agent under was acting as Administrative Agent. (b) Any resignation by Xxxxx Fargo as Administrative Agent pursuant to this AgreementSection shall also constitute its resignation as Issuing Lender and Swingline 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 Issuing Lender and Swingline Lender, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder until such timeor under the other Credit Documents, and (c) the successor Issuing Lender 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 Issuing Lender to effectively assume the obligations of the retiring Issuing Lender 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 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 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 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. (a) The Administrative Agent may resign as from the performance of all its functions and duties hereunder at any time by giving fifteen(15) Business Days' prior written notice to the Borrower and the Lenders. Such resignation shall take effect upon the acceptance by a successor Administrative Agent upon 30 days' of appointment pursuant to SECTION 8.9(b) OR (c) or as otherwise provided below. (b) Upon any such notice to Lenders. If Administrative Agent resigns under this Agreementof resignation, Required the Majority Lenders shall appoint from among Lenders a successor administrative agent for Lenders which successor administrative agent Administrative Agent who shall be consented to by Borrower at all times other than during the existence of (unless an Event of Default has occurred and is continuing) be satisfactory to Borrower and shall be an incorporated bank or trust company. (which approval of Borrower c) If a successor Administrative Agent shall not be unreasonably withheld or delayed). have been so appointed within said 15 Business Day period, the Administrative Agent, with the consent of Borrower, shall then appoint a successor Administrative Agent who shall serve as Administrative Agent until such time, if any, as the Majority Lenders, with the consent of Borrower, appoint a successor Administrative Agent as provided above. (d) If no successor administrative agent is Administrative Agent has been appointed prior pursuant to SECTION 8.9(b) OR (c) by the 20th Business Day after the date such notice of resignation was given by the Administrative Agent, the Administrative Agent's resignation shall become effective and the Majority Lenders shall thereafter perform all the duties of Administrative Agent hereunder until such time, if any, as the Majority Lenders, with the consent of Borrower, appoint a successor Administrative Agent as provided above. (e) Upon the effective date of the resignation of Administrative Agentsuch resignation, only such successor 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 AgentADMINISTRATIVE AGENT" shall mean such successor administrative agent and the retiring Administrative Agent's appointmentrights, powers and duties as Administrative Agent in such capacity shall be terminated. After any retiring Administrative Agent's resignation Agent resigns hereunder as Administrative Agent, Agent the provisions of this Section 9 ARTICLE VIII and Sections 10.03 and 10.13 SECTION 9.4 shall inure to its their respective 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 ; except with respect to indemnification provisions under this Agreement which shall survive as Administrative Agent by the date which is 30 days following a retiring to such resigning 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) Administrative Agent may resign as Administrative Agent such at any time upon 30 at least thirty (30) days' notice notice, in writing, to Lenders. Lessee, the Lessor, and the Funding Parties provided such resignation shall not be effective until a successor has been appointed pursuant to Section 9.2(b). (b) If Administrative Agent resigns under this Agreement, Required Lenders so long as there shall appoint from among Lenders not have occurred and be continuing 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 Default or an Event of Default Default, Lessee may appoint and the Required Lenders may approve (which approval of Borrower shall not be unreasonably withheld or delayed)) a successor agent for the Lenders, or if a Default or an Event of Default shall have occurred and be continuing, the Required Lenders may appoint a successor agent for the Lenders, which successor agent shall be any commercial bank organized under the laws of the United States or any state thereof or licensed to do business in the United States or any state thereof, having a combined surplus and capital of not less than $250,000,000. If no successor administrative agent is appointed prior to the effective date of the resignation of Administrative Agent, Administrative Agent may appoint, after consulting with the Lenders and BorrowerLessee, 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 power 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 7 and 10.13 10.8 hereof 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 thirty (30) days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above.

Resignation by Administrative Agent. (a) Administrative Agent may resign as Administrative Agent upon 30 from the performance of all its respective functions and duties hereunder and/or under the other Loan Documents at any time by giving thirty (30) days' ’ prior written notice to Lenders. If Administrative Agent resigns under this Agreementthe Lenders and, 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 unless an Event of Default under Section 10.1(a) or 10.1(i) then exists, Borrowers’ Agent. Such resignation shall take effect upon the appointment of a successor Administrative Agent pursuant to clauses (b) and (c) below or as otherwise provided below. (b) Upon any such notice of resignation by Administrative Agent, the Requisite Lenders shall, upon five (5) days’ notice to Company and Borrowers’ Agent, appoint a successor Administrative Agent hereunder or thereunder who shall be a commercial bank or trust and such appointment shall be subject to the consent of Borrowers’ Agent, which consent shall not be unreasonably withheld (provided that approval by Borrowers’ Agent shall not be required if an Event of Default under Section 10.1(a) or 10.1(i) then exists). (c) If a successor Administrative Agent shall not have been so appointed within such thirty (30) day period, Administrative Agent, with the consent of Borrowers’ Agent (which approval of Borrower consent shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to , provided that the effective date consent of the resignation of Administrative Agent, Administrative Borrowers’ Agent may appoint, after consulting with Lenders and Borrower, a successor administrative agent from among Lenders (or, shall not be required 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 under Section 10.1(a) or 10.1(i) then exists), shall not be unreasonably withheld or delayed). Upon the acceptance of its appointment as then appoint a 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" who shall mean such successor administrative agent and the retiring Administrative Agent's appointment, powers and duties serve 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 thereunder until such time, if any, as Required the Requisite Lenders (with the consent of Borrowers’ Agent as provided above) appoint a successor agent Administrative Agent as provided for above. (d) If no successor Administrative Agent has been appointed pursuant to clause (b) or (c) above by the thirtieth (30th) day after the date such notice of resignation was given by Administrative Agent, Administrative Agent’s resignation shall nonetheless become effective and the Requisite Lenders shall thereafter perform all the duties of Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Requisite Lenders (with the consent of the Borrower as provided above) appoint a successor Administrative Agent as provided above. However, in the case of any Collateral held by the Collateral Agent on behalf of the Lenders, or in the case of Dutch Collateral Documents on its own behalf, the retiring Collateral Agent shall continue to hold such collateral security until such time as a replacement Collateral Agent has been appointed and until all legal steps and formalities to ensure the Collateral is validly held by such replacement Collateral Agent have been fulfilled. (e) Upon a resignation of Administrative Agent pursuant to this Section 11.6, Administrative Agent shall remain indemnified to the extent provided in this Agreement and the other Loan Documents and the provisions of this Article XI (and the analogous provisions of the other Loan Documents) and Section 12.4 shall continue in effect for the benefit of Administrative Agent for all of its actions and inactions while serving as Administrative Agent. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 11.6). 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.

Resignation by Administrative Agent. (a) Administrative Agent may resign as Administrative Agent upon 30 from the performance of all its respective functions and duties hereunder and/or under the other Loan Documents at any time by giving thirty (30) days' ’ prior written notice to Lenders. If Administrative Agent resigns under this Agreementthe Lenders and, 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 unless an Event of Default under Section 10.1(a) or 10.1(i) then exists, Borrowers’ Agent. Such resignation shall take effect upon the appointment of a successor Administrative Agent pursuant to clauses (b) and (c) below or as otherwise provided below. (b) Upon any such notice of resignation by Administrative Agent, the Requisite Lenders shall, upon five (5) days’ notice to Company and Borrowers’ Agent, appoint a successor Administrative Agent hereunder or thereunder who shall be a commercial bank or trust and such appointment shall be subject to the consent of Borrowers’ Agent, which consent shall not be unreasonably withheld (provided that approval by Borrowers’ Agent shall not be required if an Event of Default under Section 10.1(a) or 10.1(i) then exists). (c) If a successor Administrative Agent shall not have been so appointed within such thirty (30) day period, Administrative Agent, with the consent of Borrowers’ Agent (which approval of Borrower consent shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to , provided that the effective date consent of the resignation of Administrative Agent, Administrative Borrowers’ Agent may appoint, after consulting with Lenders and Borrower, a successor administrative agent from among Lenders (or, shall not be required 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 under Section 10.1(a) or 10.1(i) then exists), shall not be unreasonably withheld or delayed). Upon the acceptance of its appointment as then appoint a 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" who shall mean such successor administrative agent and the retiring Administrative Agent's appointment, powers and duties serve 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 thereunder until such time, if any, as Required the Requisite Lenders (with the consent of Borrowers’ Agent as provided above) appoint a successor agent Administrative Agent as provided for above. (d) If no successor Administrative Agent has been appointed pursuant to clause (b) or (c) above by the thirtieth (30th) day after the date such notice of resignation was given by Administrative Agent, Administrative Agent’s resignation shall nonetheless become effective and the Requisite Lenders shall thereafter perform all the duties of Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Requisite Lenders (with the consent of the Borrower as provided above) appoint a successor Administrative Agent as provided above. However, in the case of any Collateral held by Collateral Agent on behalf of the Lenders, or in the case of Dutch Collateral Documents on its own behalf, the retiring Collateral Agent shall continue to hold such collateral security until such time as a replacement Collateral Agent has been appointed and until all legal steps and formalities to ensure the Collateral is validly held by such replacement Collateral Agent have been fulfilled. (e) Upon a resignation of Administrative Agent pursuant to this Section 11.6, Administrative Agent shall remain indemnified to the extent provided in this Agreement and the other Loan Documents and the provisions of this Article XI (and the analogous provisions of the other Loan Documents) and Section 12.4 shall continue in effect for the benefit of Administrative Agent for all of its actions and inactions while serving as Administrative Agent. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 11.6). 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. (f) Any resignation of Administrative Agent pursuant to this Section 11.6 shall also constitute the resignation of Administrative Agent as the provider of the Domestic Overdraft Account and the resignation or removal of Administrative Agent or its Affiliate as Collateral Agent, and any successor Administrative Agent appointed pursuant to this Section 11.6 shall, upon its acceptance of, and as a condition to, such appointment, become the successor provider of the Domestic Overdraft Account and Collateral Agent for all purposes hereunder. In the event of any such resignation (i) Oxxxx-Xxxxxxxx shall repay in full the Domestic Overdraft Amount and all other amounts owing to the retiring Administrative Agent under the Domestic Overdraft Agreement, and (ii) Borrowers and the retiring Administrative Agent shall terminate the Domestic Overdraft Agreement to which they are a party and Company and the successor Administrative Agent shall enter into a successor Domestic Overdraft Agreement.

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. (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 the retiring Administrative Agent under was acting as Administrative Agent. (b) Any resignation by Xxxxx Fargo as Administrative Agent pursuant to this AgreementSection shall also constitute its resignation as Issuing Lender and Swingline 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 Issuing Lender and Swingline Lender, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder until such timeor under the other Credit CHAR1\1357697v6 Documents, and (c) the successor Issuing Lender 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 Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit.

Resignation by Administrative Agent. (a) Administrative Agent may resign as Administrative Agent such at any time upon 30 at least thirty (30) days' prior written notice to Lenders. If Administrative Agent resigns under this AgreementLessee, Required Lenders Lessor, the other Agents and, the Participants. (b) In the event of such resignation, the Directing Party shall as promptly as practicable appoint from among Lenders a successor administrative agent for Lenders which successor administrative agent to replace Administrative Agent, subject to the prior written consent of Lessee (provided that such consent shall not (x) be consented to by Borrower at all times other than required during the existence continuance of an a Lease of Default or Construction Agency Event of Default or any other Event of Default caused by a Lease Default or Construction Agency Event of Default and (which approval of Borrower shall not y) in any event, be unreasonably withheld or delayedwithheld). If no successor administrative agent is Administrative Agent shall have been so PARTICIPATION AGREEMENT appointed prior to by the effective date of Directing Party, and shall have accepted such appointment, within 30 days after the resignation of retiring Administrative Agent's giving of notice of resignation, then the retiring Administrative Agent may appoint, after consulting with Lenders and Borrower, petition a court of competent jurisdiction to appoint a successor administrative agent from among Lenders Administrative Agent. Any successor Administrative Agent shall (or, if no Lender is willing to act as successor administrative agent, among other 1) be a commercial banks each bank organized under the laws of the United States of America or of any State thereof 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 200,000,000 and (2) have commercial paper ratings of an Event of Default (which approval of Borrower shall not be unreasonably withheld or delayed)A-1 from S&P and P-1 from Moody's. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successor administrative agent hereunderAdministrative Agent, such successor administrative agent Administrative Agent shall thereupon succeed to and become vested with all the rights, powers powers, discretion, privileges and duties of the retiring Administrative Agent and 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. After Notwithstanding the resignation of Administrative Agent or any retiring Administrative Agent's resignation hereunder as Administrative AgentAgent hereunder, the provisions of this Section 9 and Sections 10.03 and 10.13 12.15 shall continue to inure to its the benefit as to of Administrative Agent in respect of any actions action taken or omitted to be taken by it Administrative Agent in its capacity as such while it was Administrative Agent such 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 aboveOperative Documents.

Resignation by Administrative Agent. (a) The Administrative ----------------------------------- Agent may resign as from the performance of all its functions and duties hereunder or under any other Credit Document at any time by giving 15 Business Days' prior written notice to the Borrower, the Issuing Bank and the Banks. Such resignation shall take effect upon (x) the acceptance by a successor Administrative Agent upon 30 days' notice of appointment pursuant to Lenders. If subsection (b) or (c) below or as otherwise provided below, and (y) the delivery to the successor Administrative Agent resigns under this Agreementof any documents in the possession of the Administrative Agent that it is holding in such capacity. (b) Upon any such notice of resignation of the Administrative Agent, the Required Lenders Banks 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 Administrative Agent which, so long as no Event of Default shall have occurred and be continuing, shall be reasonably acceptable to the Borrower. (c) If a successor Administrative Agent shall not have been so appointed within such 15 Business Day period, the resigning Administrative Agent, with, so long as no Event of Default shall have occurred and be continuing, the consent (which approval of Borrower shall not be unreasonably withheld or delayed). ) of the Borrower, shall then appoint a successor Administrative Agent who shall serve as Administrative Agent until such time, if any, as the Required Banks may appoint a successor Administrative Agent as provided above. (d) If no successor administrative agent is Administrative Agent has been appointed prior pursuant to subsection (b) or (c) above by the effective 20th Business Day after the date such notice of resignation was given by the resignation of resigning 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 the Required Banks shall thereafter perform all of the duties of Administrative Agent hereunder until such time, if any, as the Required Lenders Banks appoint a successor agent Administrative Agent as provided for above. (e) Notwithstanding anything to the contrary contained in this Section 12, Indosuez, as Administrative Agent, may transfer its rights and obligations to perform all of its functions and duties hereunder to any Affiliate of it, which Affiliate is at least 50% owned, directly or indirectly, by Indosuez. (f) The Administrative Agent who has resigned shall be entitled to fees, costs and expenses to the extent incurred or arising, or relating to events occurring, before its resignation.

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. (a) The Administrative Agent may resign as from the performance of all its functions and duties hereunder at any time by giving 15 Business Days' prior written notice to the Borrower, the Issuing Bank and the Banks. Such resignation shall take effect upon the acceptance by a successor Administrative Agent upon 30 days' of appointment pursuant to subsection (b) or (c) below or as otherwise provided below. (b) Upon any such notice to Lenders. If of resignation of the Administrative Agent, the Required Banks shall appoint a successor Administrative Agent resigns under this Agreementwhich, 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 so long as no Event of Default shall have occurred and be continuing, shall be reasonably acceptable to the Borrower. (c) If a successor Administrative Agent shall not have been so appointed within such 15 Business Day period, the resigning Administrative Agent, with, so long as no Event of Default shall have occurred and be continuing, the consent (which approval of Borrower shall not be unreasonably withheld or delayed). ) of the Borrower, shall then appoint a successor Administrative Agent who shall serve as Administrative Agent until such time, if any, as the Required Banks may appoint a successor Administrative Agent as provided above. (d) If no successor administrative agent is Administrative Agent has been appointed prior pursuant to subsection (b) or (c) above by the effective 20th Business Day after the date such notice of resignation was given by the resignation of resigning 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 the Required Banks shall thereafter perform all of the duties of Administrative Agent hereunder until such time, if any, as the Required Lenders Banks appoint a successor agent Administrative Agent as provided for above. (e) Notwithstanding anything to the contrary contained in this Section 12, Indosuez, as Administrative Agent, may transfer its rights and obligations to perform all of its functions and duties hereunder to any Affiliate of it, which Affiliate is at least 50% owned, directly or indirectly, by Indosuez.

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 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. (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, Required the Requisite 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 Requisite 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 i) the retiring Administrative Agent shall be consented discharged from its duties and obligations hereunder and under the other Loan Documents and (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by Borrower at all times other than during or to each Lender and the existence of an Event of Default Issuing Lender directly, until such time as the Requisite Lenders appoint a successor Administrative Agent as provided for above in this Section 10.6. (which approval of Borrower shall not be unreasonably withheld or delayed). b) 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 10.6). 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 Article 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. (c) Any resignation by Bank of America as Administrative Agent pursuant to this AgreementSection 10.6 shall also constitute its resignation as Issuing Lender 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 resignation, the retiring Administrative Agent's resignation hereunder, (i) 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 Issuing Lender and Swing Line Lender, (ii) the retiring Issuing Lender 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 (iii) the successor Issuing Lender 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 Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit.

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.

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. (a) Administrative Agent may resign as Administrative Agent upon 30 from the performance of all its respective functions and duties hereunder and/or under the other Loan Documents at any time by giving thirty (30) days' ’ prior written notice to Lenders. If Administrative Agent resigns under this Agreementthe Lenders and, 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 unless an Event of Default under Section 10.1(a) or 10.1(i) then exists, Borrowers’ Agent. Such resignation shall take effect upon the appointment of a successor Administrative Agent pursuant to clauses (b) and (c) below or as otherwise provided below. (b) Upon any such notice of resignation by Administrative Agent, the Requisite Lenders shall, upon five (5) days’ notice to Company and Borrowers’ Agent, appoint a successor Administrative Agent hereunder or thereunder who shall be a commercial bank or trust and such appointment shall be subject to the consent of Borrowers’ Agent, which consent shall not be unreasonably withheld (provided that approval by Borrowers’ Agent shall not be required if an Event of Default under Section 10.1(a) or 10.1(i) then exists). (c) If a successor Administrative Agent shall not have been so appointed within such thirty (30) day period, Administrative Agent, with the consent of Borrowers’ Agent (which approval of Borrower consent shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to , provided that the effective date consent of the resignation of Administrative Agent, Administrative Borrowers’ Agent may appoint, after consulting with Lenders and Borrower, a successor administrative agent from among Lenders (or, shall not be required 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 under Section 10.1(a) or 10.1(i) then exists), shall not be unreasonably withheld or delayed). Upon the acceptance of its appointment as then appoint a 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" who shall mean such successor administrative agent and the retiring Administrative Agent's appointment, powers and duties serve 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 thereunder until such time, if any, as Required the Requisite Lenders (with the consent of Borrowers’ Agent as provided above) appoint a successor agent Administrative Agent as provided for above. (d) If no successor Administrative Agent has been appointed pursuant to clause (b) or (c) above by the thirtieth (30th) day after the date such notice of resignation was given by Administrative Agent, Administrative Agent’s resignation shall nonetheless become effective and the Requisite Lenders shall thereafter perform all the duties of Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Requisite Lenders (with the consent of the Borrower as provided above) appoint a successor Administrative Agent as provided above. However, in the case of any Collateral held by Collateral Agent on behalf of the Lenders, or in the case of Dutch Collateral Documents on its own behalf, the retiring Collateral Agent shall continue to hold such collateral security until such time as a replacement Collateral Agent has been appointed and until all legal steps and formalities to ensure the Collateral is validly held by such replacement Collateral Agent have been fulfilled. (e) Upon a resignation of Administrative Agent pursuant to this Section 11.6, Administrative Agent shall remain indemnified to the extent provided in this Agreement and the other Loan Documents and the provisions of this Article XI (and the analogous provisions of the other Loan Documents) and Section 12.4 shall continue in effect for the benefit of Administrative Agent for all of its actions and inactions while serving as Administrative Agent. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 11.6). 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. (f) Any resignation of Administrative Agent pursuant to this Section 11.6 shall also constitute the resignation of Administrative Agent as the provider of the Domestic Overdraft Account and the resignation or removal of Administrative Agent or its Affiliate as Collateral Agent, and any successor Administrative Agent appointed pursuant to this Section 11.6 shall, upon its acceptance of, and as a condition to, such appointment, become the successor provider of the Domestic Overdraft Account and Collateral Agent for all purposes hereunder. In the event of any such resignation (i) Xxxxx-Xxxxxxxx shall repay in full the Domestic Overdraft Amount and all other amounts owing to the retiring Administrative Agent under the Domestic Overdraft Agreement, and (ii) Borrowers and the retiring Administrative Agent shall terminate the Domestic Overdraft Agreement to which they are a party and Company and the successor Administrative Agent shall enter into a successor Domestic Overdraft Agreement.