Common use of Resignation by the Administrative Agent Clause in Contracts

Resignation by the Administrative Agent. (a) The Administrative Agent may (and must, if so directed by the Required Lenders, with or without cause (any such resignation, a “Mandatory Resignation”)) resign from the performance of all its respective functions and duties hereunder and/or under the other Credit Documents (including, for the avoidance of doubt, in its capacity as Collateral Agent) at any time by giving 30 days’ prior written notice of any such resignation (other than a Mandatory Resignation) to the Lenders and, unless a Default or an Event of Default under Section 11.05 then exists, the Borrower. (b) Upon any such notice of resignation (or upon a Mandatory Resignation) by the Administrative Agent, the Required Lenders shall appoint a successor Administrative Agent who shall be a financial institution acceptable to the Required Lenders in their sole discretion; provided, that if no Event of Default then exists and such successor Administrative Agent’s stated annual fees exceed $75,000 per year, such successor Administrative Agent shall also be reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld, delayed or conditioned. (c) If a successor Administrative Agent shall not have been so appointed within such 30 day period, the Administrative Agent, with the consent of the Required Lenders (which consent shall not be unreasonably withheld or delayed), shall then appoint a successor Administrative Agent (provided, that if no Event of Default then exists and such successor Administrative Agent’s stated annual fees exceed $75,000 per year, such successor Administrative Agent shall also be reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld, delayed or conditioned) who shall serve as Administrative Agent until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above. (d) If no successor Administrative Agent has been appointed pursuant to clause (b) or (c) above by the 35th day after the date any such notice of resignation was given by the Administrative Agent, the Administrative Agent’s resignation shall become effective and the Required Lenders shall thereafter perform all the duties of the Administrative Agent hereunder and/or under any other Credit Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above. (e) Upon a resignation of the Administrative Agent pursuant to this Section 12.09, such former Administrative Agent shall remain indemnified to the extent provided in this Agreement and the other Credit Documents and the provisions of this Section 12 (and the analogous provisions of the other Credit Documents) shall continue in effect for the benefit of such former Administrative Agent for all of its actions and inactions while serving as the Administrative Agent.

Resignation by the Administrative Agent. (a) The Administrative Agent may (and must, if so directed by the Required Lenders, with or without cause (any such resignation, a “Mandatory Resignation”)) resign from the performance of all its respective functions and duties hereunder and/or under the other Credit Documents (including, for the avoidance of doubt, in its capacity as Collateral Agent) at any time by giving 30 days20 Business Days’ prior written notice of any such resignation (other than a Mandatory Resignation) to the Lenders and, unless a Default or an Event of Default under Section 11.05 then exists, the Borrower. Any such resignation by an Administrative Agent hereunder shall also constitute its resignation as an Issuing Lender and the Swingline Lender, in which case the resigning Administrative Agent (x) shall not be required to issue any further Letters of Credit or make any additional Swingline Loans hereunder upon and after the effective date of such resignation and (y) shall maintain all of its rights as Issuing Lender or Swingline Lender, as the case may be, with respect to any Letters of Credit issued by it, or Swingline Loans made by it, prior to the date of such resignation. 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 (or upon a Mandatory Resignation) by the Administrative Agent, the Required Lenders shall appoint a successor Administrative Agent hereunder or thereunder who shall be a financial institution acceptable to the Required Lenders in their sole discretion; provided, that if no Event of Default then exists and such successor Administrative Agent’s stated annual fees exceed $75,000 per year, such successor Administrative Agent shall also be commercial bank or trust company reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld, withheld or delayed or conditioned(provided that the Borrower’s approval shall not be required if an Event of Default then exists). (c) If a successor Administrative Agent shall not have been so appointed within such 30 day 20 Business Day period, the Administrative Agent, with the consent of the Required Lenders Borrower (which consent shall not be unreasonably withheld or delayed, provided that the Borrower’s consent shall not be required if an Event of Default then exists), shall then appoint a successor Administrative Agent (provided, that if no Event of Default then exists and such successor Administrative Agent’s stated annual fees exceed $75,000 per year, such successor Administrative Agent shall also be reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld, delayed or conditioned) who shall serve as Administrative Agent hereunder or thereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above. (d) If no successor Administrative Agent has been appointed pursuant to clause (b) or (c) above by the 35th day 20th Business Day after the date any such notice of resignation was given by the Administrative Agent, the Administrative Agent’s resignation shall become effective and the Required Lenders shall thereafter perform all the duties of the Administrative Agent hereunder and/or under any other Credit Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above. (e) Upon a resignation of the Administrative Agent pursuant to this Section 12.09, such former the Administrative Agent Agent, its sub-agents and its Related Parties shall remain indemnified to the extent provided in this Agreement and the other Credit Documents and the provisions of this Section 12 (and the analogous provisions of the other Credit Documents) shall continue in effect for the benefit of such former the Administrative Agent for all of its actions and inactions while serving as the Administrative Agent.

Resignation by the Administrative Agent. (a) The Administrative Agent may (and must, if so directed by the Required Lenders, with or without cause (any such resignation, a “Mandatory Resignation”)) resign from the performance of all its respective functions and duties hereunder and/or under the other Credit Loan Documents (including, for the avoidance of doubt, in its capacity as Collateral Agent) at any time by giving 30 days’ 15 Business Days' prior written notice of any to Xxxxxxxx, Parent Guarantor and the Lenders. Any such resignation (other than a Mandatory Resignation) by the Administrative Agent hereunder shall also constitute its resignation as the Swingline Lender, if applicable, in which case the Swingline Lender shall not be required to make any additional Swingline Loans hereunder and shall maintain all of its rights as the Swingline Lender with respect to Swingline Loans made by it prior to the date of such resignation. 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. Furthermore, Administrative Agent may be removed by the Majority Lenders andin the event that Administrative Agent committed a willful breach of, unless or was grossly negligent in the performance of, its material obligations hereunder (as determined by a Default or an Event court of Default under Section 11.05 then existscompetent jurisdiction in a final, the Borrowernon-appealable decision). (b) Upon any such notice of resignation (or upon a Mandatory Resignation) by the Administrative Agent, the Required Lenders Xxxxxxxx and Parent Guarantor shall appoint a successor Administrative Agent hereunder or thereunder who shall be a financial institution commercial Lender or trust company reasonably acceptable to the Required Majority Xxxxxxx (it being understood and agreed that any Lender is deemed to be acceptable to the Majority Lenders), provided that, if a Default or an Unmatured Default exists at the time of such resignation, the Majority Lenders in their sole discretion; provided, that if no Event of Default then exists and shall appoint such successor Administrative Agent’s stated annual fees exceed $75,000 per year, such successor Administrative Agent shall also be reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld, delayed or conditioned. (c) If a successor Administrative Agent shall not have been so appointed within such 30 day 15 Business Day period, the Administrative Agent, with the consent of the Required Lenders Xxxxxxxx and Parent Guarantor (which consent shall not be unreasonably withheld or delayedwithheld), shall then appoint a successor Administrative Agent (provided, that if no Event of Default then exists and such successor Administrative Agent’s stated annual fees exceed $75,000 per year, such successor Administrative Agent shall also be reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld, delayed or conditioned) who shall serve as Administrative Agent hereunder or thereunder until such time, if any, as Xxxxxxxx, Parent Guarantor or the Required Lenders Majority Lenders, as the case may be, appoint a successor Administrative Agent as provided above. (d) If no successor Administrative Agent has been appointed pursuant to clause (b) or (c) above by the 35th day 30th Business Day after the date any such notice of resignation was given by the Administrative Agent, the Administrative Agent’s 's resignation shall become effective and the Required Majority Lenders shall thereafter perform all the duties of the Administrative Agent hereunder and/or under any other Credit Loan Document until such time, if any, as Xxxxxxxx, Parent Guarantor or the Required Lenders Majority Xxxxxxx, as the case may be, appoint a successor Administrative Agent as provided above. (e) Upon a resignation of the Administrative Agent pursuant to this Section 12.09, such former Administrative Agent shall remain indemnified to the extent provided in this Agreement and the other Credit Documents and the provisions of this Section 12 (and the analogous provisions of the other Credit Documents) shall continue in effect for the benefit of such former Administrative Agent for all of its actions and inactions while serving as the Administrative Agent.

Resignation by the Administrative Agent. (a) The Administrative Agent may (and must, if so directed by the Required Lenders, with or without cause (any such resignation, a “Mandatory Resignation”)) resign from the performance of all its respective functions and duties hereunder and/or under the other Credit Documents (including, for the avoidance of doubt, in its capacity as Collateral Agent) at any time by giving 30 days20 Business Days’ prior written notice of any such resignation (other than a Mandatory Resignation) to the Lenders and, unless a Default or an Event of Default under Section 11.05 10.05 then exists, the Borrower. 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 (or upon a Mandatory Resignation) by the Administrative Agent, the Required Lenders shall appoint a successor Administrative Agent hereunder or thereunder who shall be a financial institution acceptable to the Required Lenders in their sole discretion; provided, that if no Event of Default then exists and such successor Administrative Agent’s stated annual fees exceed $75,000 per year, such successor Administrative Agent shall also be commercial bank or trust company reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheldwithheld or delayed (provided, delayed or conditionedthat the Borrower’s approval shall not be required if an Event of Default then exists). (c) If a successor Administrative Agent shall not have been so appointed within such 30 day 20 Business Day period, the Administrative Agent, with the consent of the Required Lenders Borrower (which consent shall not be unreasonably withheld or delayed; provided, that the Borrower’s consent shall not be required if an Event of Default then exists), shall then appoint a successor Administrative Agent (provided, that if no Event of Default then exists and such successor Administrative Agent’s stated annual fees exceed $75,000 per year, such successor Administrative Agent shall also be reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld, delayed or conditioned) who shall serve as the Administrative Agent hereunder or thereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above. (d) If no successor Administrative Agent has been appointed pursuant to clause (b) or (c) above by the 35th day 20th Business Day after the date any such notice of resignation was given by the Administrative Agent, the Administrative Agent’s resignation shall become effective and the Required Lenders shall thereafter perform all the duties of the Administrative Agent hereunder and/or under any other Credit Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above. (e) Upon a resignation of the Administrative Agent pursuant to this Section 12.0911.09, such former the Administrative Agent Agent, its sub-agents and its Related Parties shall remain indemnified to the extent provided in this Agreement and the other Credit Documents and the provisions of this Section 12 11 (and the analogous provisions of the other Credit Documents) shall continue in effect for the benefit of such former the Administrative Agent its sub-agents and its Related Parties for all of its their actions and inactions while serving as the Administrative Agent, its sub-agents and Related Parties.

Resignation by the Administrative Agent. (a) The Administrative Agent may (and must, if so directed by the Required Lenders, with or without cause (any such resignation, a “Mandatory Resignation”)) resign from the performance of all its respective functions and duties hereunder and/or under the other Credit Documents (including, for the avoidance of doubt, in its capacity as Collateral Agent) at any time by giving 30 days’ prior written notice of any such resignation (other than a Mandatory Resignation) to the Lenders and, unless a Default or an Event of Default under Section 11.05 then exists, the Borrower. Any such resignation by an Administrative Agent hereunder shall also constitute its (and its applicable Affiliate’s) resignation as an Issuing Lender in which case the resigning Administrative Agent (and its applicable Affiliates) (x) shall not be required to issue any further Letters of Credit hereunder and (y) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignation. 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 (or upon a Mandatory Resignation) by the Administrative Agent, the Required Lenders shall appoint a successor Administrative Agent hereunder or thereunder who shall be a financial institution acceptable to the Required Lenders in their sole discretion; provided, that if no Event of Default then exists and such successor Administrative Agent’s stated annual fees exceed $75,000 per year, such successor Administrative Agent shall also be commercial bank or trust company reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld, delayed or conditionedconditioned (provided that the Borrower’s approval shall not be required if an Event of Default then exists). (c) If a successor Administrative Agent shall not have been so appointed within such 30 day period, the Administrative Agent, with the consent of the Required Lenders Borrower (which consent shall not be unreasonably withheld or delayed, provided that the Borrower’s consent shall not be required if an Event of Default then exists), shall then appoint a successor Administrative Agent (provided, that if no Event of Default then exists and such successor Administrative Agent’s stated annual fees exceed $75,000 per year, such successor Administrative Agent shall also be reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld, delayed or conditioned) who shall serve as Administrative Agent hereunder or thereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above. (d) If no successor Administrative Agent has been appointed pursuant to clause (b) or (c) above by the 35th day after the date any such notice of resignation was given by the Administrative Agent, the Administrative Agent’s resignation shall become effective and the Required Lenders shall thereafter perform all the duties of the Administrative Agent hereunder and/or under any other Credit Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above. (e) Upon a resignation of the Administrative Agent pursuant to this Section 12.0912.0912.11, such former Administrative Agent shall remain indemnified to the extent provided in this Agreement and the other Credit Documents and the provisions of this Section 12 (and the analogous provisions of the other Credit Documents) shall continue in effect for the benefit of such former Administrative Agent for all of its actions and inactions while serving as the Administrative Agent.

Resignation by the Administrative Agent. (a) The Administrative Agent may (and must, if so directed by the Required Lenders, with or without cause (any such resignation, a “Mandatory Resignation”)) resign from the performance of all its respective functions and duties hereunder and/or under the other Credit Documents (including, for the avoidance of doubt, in its capacity as Collateral Agent) at any time by giving 30 days15 Business Days’ prior written notice of any such resignation (other than a Mandatory Resignation) to the Lenders and, unless a Default or an Event of Default under Section 11.05 10.05 then exists, the Borrower. Any such resignation by an Administrative Agent hereunder shall also constitute its resignation as an Issuing Lender and the Swingline Lender, in which case the resigning Administrative Agent (x) shall not be required to issue any further Letters of Credit or make any additional Swingline Loans hereunder and (y) shall maintain all of its rights as Issuing Lender or Swingline Lender, as the case may be, with respect to any Letters of Credit issued by it, or Swingline Loans made by it, prior to the date of such resignation. 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 (or upon a Mandatory Resignation) by the Administrative Agent, the Required Lenders shall appoint a successor Administrative Agent hereunder or thereunder who shall be a financial institution acceptable to the Required Lenders in their sole discretion; provided, that if no Event of Default then exists and such successor Administrative Agent’s stated annual fees exceed $75,000 per year, such successor Administrative Agent shall also be commercial bank or trust company reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld, withheld or delayed or conditioned(provided that the Borrower’s approval shall not be required if an Event of Default then exists). (c) If a successor Administrative Agent shall not have been so appointed within such 30 day 15 Business Day period, the Administrative Agent, with the consent of the Required Lenders Borrower (which consent shall not be unreasonably withheld or delayed, provided that the Borrower’s consent shall not be required if an Event of Default then exists), shall then appoint a successor Administrative Agent (provided, that if no Event of Default then exists and such successor Administrative Agent’s stated annual fees exceed $75,000 per year, such successor Administrative Agent shall also be reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld, delayed or conditioned) who shall serve as Administrative Agent hereunder or thereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above. (d) If no successor Administrative Agent has been appointed pursuant to clause (b) or (c) above by the 35th day 20th Business Day after the date any such notice of resignation was given by the Administrative Agent, the Administrative Agent’s resignation shall become effective and the Required Lenders shall thereafter perform all the duties of the Administrative Agent hereunder and/or under any other Credit Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above. (e) Upon a resignation of the Administrative Agent pursuant to this Section 12.09, such former the Administrative Agent shall remain indemnified to the extent provided in this Agreement and the other Credit Documents and the provisions of this Section 12 (and the analogous provisions of the other Credit Documents) shall continue in effect for the benefit of such former the Administrative Agent for all of its actions and inactions while serving as the Administrative Agent. (f) In the event of the resignation of the Swingline Lender as a result of the resignation of the Administrative Agent pursuant to this Section 12.09, the Borrower may by notice to the successor Administrative Agent (if any) and each Lender designate a Lender that agrees (in its sole discretion) and that is reasonably satisfactory to the successor Administrative Agent (if any) to act as the replacement Swingline Lender. The Lender that so agrees shall execute a counterpart of this Agreement (or such other appropriate documentation as is appropriate in the reasonable determination of the successor Administrative Agent (or, if there is no successor Administrative Agent, the Required Lenders) and shall thereafter be the Swingline Lender.

Resignation by the Administrative Agent. (a) The Administrative Agent may (and must, if so directed by the Required Lenders, with or without cause (any such resignation, a “Mandatory Resignation”)) resign from the performance of all its respective functions and duties hereunder and/or under the other Credit Documents (including, for the avoidance of doubt, in its capacity as Collateral Agent) at any time by giving 30 days15 Business Days’ prior written notice of any such resignation (other than a Mandatory Resignation) to the Lenders and, unless a Default or an Event of Default under Section 11.05 10.05 then exists, the Borrower. Any such resignation by an Administrative Agent hereunder shall also constitute its resignation as an Issuing Lender and the Swingline Lender, in which case the resigning Administrative Agent (x) shall not be required to issue any further Letters of Credit or make any additional Swingline Loans hereunder and (y) shall maintain all of its rights as Issuing Lender or Swingline Lender, as the case may be, with respect to any Letters of Credit issued by it, or Swingline Loans made by it, in either case, prior to the date of such resignation. 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 (or upon a Mandatory Resignation) by the Administrative Agent, the Required Lenders shall appoint a successor Administrative Agent hereunder or thereunder who shall be a financial institution acceptable to the Required Lenders in their sole discretion; provided, that if no Event of Default then exists and such successor Administrative Agent’s stated annual fees exceed $75,000 per year, such successor Administrative Agent shall also be commercial bank or trust company reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld, withheld or delayed or conditioned(provided that the Borrower’s approval shall not be required if an Event of Default then exists). (c) If a successor Administrative Agent shall not have been so appointed within such 30 day 15 Business Day period, the Administrative Agent, with the consent of the Required Lenders Borrower (which consent shall not be unreasonably withheld or delayed, provided that the Borrower’s consent shall not be required if an Event of Default then exists), shall then appoint a successor Administrative Agent (provided, that if no Event of Default then exists and such successor Administrative Agent’s stated annual fees exceed $75,000 per year, such successor Administrative Agent shall also be reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld, delayed or conditioned) who shall serve as Administrative Agent hereunder or thereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above. (d) If no successor Administrative Agent has been appointed pursuant to clause (b) or (c) above by the 35th day 20th Business Day after the date any such notice of resignation was given by the Administrative Agent, the Administrative Agent’s resignation shall become effective and the Required Lenders shall thereafter perform all the duties of the Administrative Agent hereunder and/or under any other Credit Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above. (e) Upon a resignation of the Administrative Agent pursuant to this Section 12.09, such former the Administrative Agent shall remain indemnified to the extent provided in this Agreement and the other Credit Documents and the provisions of this Section 12 (and the analogous provisions of the other Credit Documents) shall continue in effect for the benefit of such former the Administrative Agent for all of its actions and inactions while serving as the Administrative Agent.

Resignation by the Administrative Agent. (a) The Administrative Agent may (and must, if so directed by the Required Lenders, with or without cause (any such resignation, a “Mandatory Resignation”)) resign from the performance of all its respective functions and duties hereunder and/or under the other Credit Documents (including, for the avoidance of doubt, in its capacity as Collateral Agent) at any time by giving 30 days’ prior written notice of any such resignation (other than a Mandatory Resignation) to the Lenders and, unless a Default or an Event of Default under Section 11.05 with respect to the Borrower then exists, the Borrower. Any such resignation by an Administrative Agent hereunder shall also constitute its resignation as an Issuing Lender and the Swingline Lender, in which case the resigning Administrative Agent (x) shall not be required to issue any further Letters of Credit or make any additional Swingline Loans hereunder and (y) shall maintain all of its rights as Issuing Lender or Swingline Lender, as the case may be, with respect to any Letters of Credit issued by it, or Swingline Loans made by it, in either case, prior to the date of such resignation. 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 (or upon a Mandatory Resignation) by the Administrative Agent, the Required Lenders shall appoint a successor Administrative Agent hereunder or thereunder who shall be a financial institution acceptable to the Required Lenders in their sole discretion; provided, that if no Event of Default then exists and such successor Administrative Agent’s stated annual fees exceed $75,000 per year, such successor Administrative Agent shall also be commercial bank or trust company reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld, withheld or delayed or conditioned(provided that the Borrower’s approval shall not be required if an Event of Default then exists). (c) If a successor Administrative Agent shall not have been so appointed within such 30 day period, the Administrative Agent, with the consent of the Required Lenders Borrower (which consent shall not be unreasonably withheld or delayed, provided that the Borrower’s consent shall not be required if an Event of Default then exists), shall then appoint a successor Administrative Agent (provided, that if no Event of Default then exists and such successor Administrative Agent’s stated annual fees exceed $75,000 per year, such successor Administrative Agent shall also be reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld, delayed or conditioned) who shall serve as Administrative Agent hereunder or thereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above. (d) If no successor Administrative Agent has been appointed pursuant to clause (b) or (c) above by the 35th 40th day after the date any such notice of resignation was given by the Administrative Agent, the Administrative Agent’s resignation shall become effective and the Required Lenders shall thereafter perform all the duties of the Administrative Agent hereunder and/or under any other Credit Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above. (e) Upon a resignation of the Administrative Agent pursuant to this Section 12.09, such former the Administrative Agent shall remain indemnified to the extent provided in this Agreement and the other Credit Documents and the provisions of this Section 12 (and the analogous provisions of the other Credit Documents) shall continue in effect for the benefit of such former the Administrative Agent for all of its actions and inactions while serving as the Administrative Agent.

Resignation by the Administrative Agent. (a) The Administrative Agent may (and must, if so directed by the Required Lenders, with or without cause (any such resignation, a “Mandatory Resignation”)) resign from the performance of all its respective functions and duties hereunder and/or under the other Credit Documents (including, for the avoidance of doubt, in its capacity as Collateral Agent) at any time by giving 30 days20 Business Days’ prior written notice of any such resignation (other than a Mandatory Resignation) to the Lenders and, unless a Default or an Event of Default under Section 11.05 then exists, the Borrower. 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 (or upon a Mandatory Resignation) by the Administrative Agent, the Required Lenders shall appoint a successor Administrative Agent hereunder or thereunder who shall be a financial institution acceptable to the Required Lenders in their sole discretion; provided, that if no Event of Default then exists and such successor Administrative Agent’s stated annual fees exceed $75,000 per year, such successor Administrative Agent shall also be commercial bank or trust company reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld, withheld or delayed (provided that the Borrower’s approval shall not be required if an Event of Default under Section 11.01 or conditioned11.05 then exists). (c) If a successor Administrative Agent shall not have been so appointed within such 30 day 20 Business Day period, the Administrative Agent, with the consent of the Required Lenders Borrower (which consent shall not be unreasonably withheld or delayed, provided that the Borrower’s consent shall not be required if an Event of Default under Section 11.01 or 11.05 then exists), shall then appoint a successor Administrative Agent (provided, that if no Event of Default then exists and such successor Administrative Agent’s stated annual fees exceed $75,000 per year, such successor Administrative Agent shall also be reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld, delayed or conditioned) who shall serve as Administrative Agent hereunder or thereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above. (d) If no successor Administrative Agent has been appointed pursuant to clause (b) or (c) above by the 35th day 20th Business Day after the date any such notice of resignation was given by the Administrative Agent, the Administrative Agent’s resignation shall become effective and the Required Lenders shall thereafter perform all the duties of the Administrative Agent hereunder and/or under any other Credit Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above. (e) Upon a resignation of the Administrative Agent pursuant to this Section 12.09, such former the Administrative Agent shall remain indemnified to the extent provided in this Agreement and the other Credit Documents and the provisions of this Section 12 (and the analogous provisions of the other Credit Documents) shall continue in effect for the benefit of such former the Administrative Agent for all of its actions and inactions while serving as the Administrative Agent.

Resignation by the Administrative Agent. (a) The Administrative Agent may (and must, if so directed by the Required Lenders, with or without cause (any such resignation, a “Mandatory Resignation”)) resign from the performance of all its respective functions and duties hereunder and/or under the other Credit Documents (including, for the avoidance of doubt, in its capacity as Collateral Agent) at any time by giving 30 days15 Business Days’ prior written notice of any such resignation (other than a Mandatory Resignation) to the Lenders and, unless a Default or an Event of Default under Section 11.05 10.05 then exists, the Borrower. Any such resignation by an Administrative Agent hereunder shall also constitute its resignation as an Issuing Lender, the Swingline Lender and Collateral Agent, in which case upon the effectiveness of such resignation in accordance with this Section 12.09 the Administrative Agent (x) shall not be required to issue any further Letters of Credit hereunder, make any additional Swingline Loans hereunder or discharge any of the duties of the “Collateral Agent” under the Security Documents and (y) shall maintain all of its rights as Issuing Lender, the Swingline Lender and the Collateral Agent, as the case may be, with respect to any Letters of Credit issued by it, Swingline Loans made by it, or actions taken (or omitted to be taken) by it under the Security Documents, in each case prior to the effective date of such resignation. 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 (or upon a Mandatory Resignation) by the Administrative Agent, the Required Lenders shall appoint a successor Administrative Agent hereunder or thereunder (who must also agree, unless the resigning Administrative Agent otherwise consents (or another Person is appointed as Collateral Agent in a manner consistent with the requirements of this clause (b)), to also act as Collateral Agent) who shall be a financial institution acceptable to the Required Lenders in their sole discretion; provided, that if no Event of Default then exists and such successor Administrative Agent’s stated annual fees exceed $75,000 per year, such successor Administrative Agent shall also be commercial bank or trust company reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld, withheld or delayed or conditioned(provided that the Borrower’s approval shall not be required if an Event of Default then exists). (c) If a successor Administrative Agent shall not have been so appointed within such 30 day 15 Business Day period, the Administrative Agent, with the consent of the Required Lenders Borrower (which consent shall not be unreasonably withheld or delayed, provided that the Borrower’s consent shall not be required if an Event of Default then exists), shall then appoint a successor Administrative Agent (provided, that if no Event of Default then exists and such successor Administrative Agent’s stated annual fees exceed $75,000 per year, such successor Administrative Agent shall also be reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld, delayed or conditioned) who shall serve as Administrative Agent hereunder or thereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above. (d) If no successor Administrative Agent has been appointed pursuant to clause (b) or (c) above by the 35th day 20th Business Day after the date any such notice of resignation was given by the Administrative Agent, the Administrative Agent’s resignation shall become effective and the Required Lenders shall thereafter perform all the duties of the Administrative Agent hereunder and/or under any other Credit Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above. (e) Notwithstanding anything to the contrary contained in this Section 12.09, the Administrative Agent’s resignation as Collateral Agent as contemplated in clause (a) above shall not become effective until a successor Administrative Agent appointed in accordance with the provisions of clause (b) or (c) above has also agreed to act as “Collateral Agent” under the Credit Documents or another Person has been appointed as Collateral Agent in accordance with the provisions of clause (b) or (c) above. (f) Upon a resignation of the Administrative Agent pursuant to this Section 12.09, such former the Administrative Agent shall remain indemnified to the extent provided in this Agreement and the other Credit Documents and the provisions of this Section 12 (and the analogous provisions of the other Credit Documents) shall continue in effect for the benefit of such former the Administrative Agent for all of its actions and inactions while serving as the Administrative Agent.

Resignation by the Administrative Agent. (a) The Administrative Agent may (and must, if so directed by the Required Lenders, with or without cause (any such resignation, a “Mandatory Resignation”)) resign from the performance of all its respective functions and duties hereunder and/or under the other Credit Documents (including, for the avoidance of doubt, in its capacity as Collateral Agent) at any time by giving 30 days20 Business Days’ prior written notice of any such resignation (other than a Mandatory Resignation) to the Lenders and, unless a Default or an Event of Default under Section 11.05 10.05 then exists, the Borrower. 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 (or upon a Mandatory Resignation) by the Administrative Agent, the Required Lenders shall appoint a successor Administrative Agent hereunder or thereunder who shall be a financial institution acceptable to the Required Lenders in their sole discretion; provided, that if no Event of Default then exists and such successor Administrative Agent’s stated annual fees exceed $75,000 per year, such successor Administrative Agent shall also be commercial bank or trust company reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld, withheld or delayed or conditioned(provided that the Borrower’s approval shall not be required if an Event of Default then exists). (c) If a successor Administrative Agent shall not have been so appointed within such 30 day 20 Business Day period, the Administrative Agent, with the consent of the Required Lenders Borrower (which consent shall not be unreasonably withheld or delayed, provided that the Borrower’s consent shall not be required if an Event of Default then exists), shall then appoint a successor Administrative Agent (provided, that if no Event of Default then exists and such successor Administrative Agent’s stated annual fees exceed $75,000 per year, such successor Administrative Agent shall also be reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld, delayed or conditioned) who shall serve as Administrative Agent hereunder or thereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above. (d) If no successor Administrative Agent has been appointed pursuant to clause (b) or (c) above by the 35th day 20th Business Day after the date any such notice of resignation was given by the Administrative Agent, the Administrative Agent’s resignation shall become effective and the Required Lenders shall thereafter perform all the duties of the Administrative Agent hereunder and/or under any other Credit Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above. (e) Upon a resignation of the Administrative Agent pursuant to this Section 12.0911.09, such former the Administrative Agent Agent, its sub-agents and its Related Parties shall remain indemnified to the extent provided in this Agreement and the other Credit Documents and the provisions of this Section 12 11 (and the analogous provisions of the other Credit Documents) shall continue in effect for the benefit of such former the Administrative Agent its sub-agents and its Related Parties for all of its their actions and inactions while serving as the Administrative Agent, its sub-agents and Related Parties.

Resignation by the Administrative Agent. (a) The Administrative Agent (for purposes of this Section 12.09(a) through (e), the term “Administrative Agent” also shall include DBNY in its capacity as Collateral Agent hereunder and pursuant to the Security Documents) may (and must, if so directed by the Required Lenders, with or without cause (any such resignation, a “Mandatory Resignation”)) resign from the performance of all its respective functions and duties hereunder and/or under the other Credit Documents (including, for the avoidance of doubt, in its capacity as Collateral Agent) at any time by giving 30 days15 Business Days’ prior written notice of any such resignation (other than a Mandatory Resignation) to the Lenders and, unless a Default or an Event of Default under Section 11.05 11.01(e) then exists, Holdings. Any such resignation by an Administrative Agent hereunder shall also constitute its resignation as an Issuing Lender, the BorrowerSwingline Lender and the Fronting Lender, in which case the resigning Administrative Agent (x) shall not be required to issue any further Letters of Credit or make any additional Swingline Loans or Specified Foreign Currency Loans hereunder and (y) shall maintain all of its rights as Issuing Lender, Swingline Lender or Fronting Lender, as the case may be, with respect to any Letters of Credit issued by it, or Swingline Loans or Specified Foreign Currency Loans made by it, prior to the date of such resignation. 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 (or upon a Mandatory Resignation) by the Administrative Agent, the Required Lenders shall appoint a successor Administrative Agent hereunder and under the other Credit Documents who shall be a financial institution acceptable to the Required Lenders in their sole discretion; provided, that if no Event of Default then exists and such successor Administrative Agent’s stated annual fees exceed $75,000 per year, such successor Administrative Agent shall also be commercial bank or trust company reasonably acceptable to the BorrowerHoldings, which acceptance shall not be unreasonably withheld, withheld or delayed or conditioned(provided that the Holdings’ approval shall not be required if an Event of Default then exists). (c) If a successor Administrative Agent shall not have been so appointed within such 30 day 15 Business Day period, the Administrative Agent, with the consent of the Required Lenders Holdings (which consent shall not be unreasonably withheld or delayed, provided that Holdings’ consent shall not be required if an Event of Default then exists), shall then appoint a successor Administrative Agent (provided, that if no Event of Default then exists and such successor Administrative Agent’s stated annual fees exceed $75,000 per year, such successor Administrative Agent shall also be reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld, delayed or conditioned) who shall serve as Administrative Agent hereunder or thereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above. (d) If no successor Administrative Agent has been appointed pursuant to clause (b) or (c) above by the 35th day 20th Business Day after the date any such notice of resignation was given by the Administrative Agent, the Administrative Agent’s resignation shall become effective and the Required Lenders shall thereafter perform all the duties of the Administrative Agent hereunder and/or under any other Credit Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above. (e) Upon a resignation of the Administrative Agent pursuant to this Section 12.09, such former the Administrative Agent shall remain indemnified to the extent provided in this Agreement and the other Credit Documents and the provisions of this Section 12 (and the analogous provisions of the other Credit Documents) shall continue in effect for the benefit of such former the Administrative Agent for all of its actions and inactions while serving as the Administrative AgentAgent hereunder and under the other Credit Documents. (f) Any Co-Collateral Agent may resign at any time upon written notice to Holdings and the Administrative Agent and the resignation of such Co-Collateral Agent shall become effective immediately upon the delivery of such written notice. (i) If the Commitment of General Electric Capital Corporation is less than 25% of the Commitment of the Administrative Agent or General Electric Capital Corporation is a Defaulting Lender, General Electric Capital Corporation may be removed as a Co-Collateral Agent by Holdings or the Required Lenders upon written notice to it as Co-Collateral Agent and with such removal to become effective immediately upon the delivery of such written notice, (ii) if the Commitment of Bank of America, N.A. is less than 25% of the Commitment of the Administrative Agent or Bank of America, N.A. is a Defaulting Lender, Bank of America, N.A. may be removed as a Co-Collateral Agent by Holdings or the Required Lenders upon written notice to it as Co-Collateral Agent and with such removal to become effective immediately upon the delivery of such written notice. (h) From and after the first resignation or removal of any Co-Collateral Agent pursuant to Section 12.09(f) or (g), Xxxxx Fargo Foothill, LLC shall be a Co-Collateral Agent provided that if the Commitment of Xxxxx Fargo Foothill, LLC is less than 25% of the Commitment of the Administrative Agent or Xxxxx Fargo Foothill, LLC is a Defaulting Lender, Xxxxx Fargo Foothill, LLC may be removed as a Co-Collateral Agent by Holdings or the Required Lenders upon written notice to it as Co-Collateral Agent and with such removal to become effective immediately upon the delivery of such written notice. (i) Upon a resignation or removal of any Co-Collateral Agent pursuant to Section 12.09(f), (g) or (h), any Co-Collateral Agent shall remain indemnified to the extent provided in this Agreement and the other Credit Documents and the provisions of this Section 12 (and the analogous provisions of the other Credit Documents) shall continue in effect for the benefit of such Co-Collateral Agent for all of its actions and inactions while serving as such Co-Collateral Agent hereunder and under the other Credit Documents.

Resignation by the Administrative Agent. (a) The Administrative Agent may (and must, if so directed by the Required Lenders, with or without cause (any such resignation, a “Mandatory Resignation”)) resign from the performance of all of its respective functions and duties hereunder and/or under the other Credit Documents (including, for the avoidance of doubt, in its capacity as Collateral Agent) at any time by giving 30 days15 Business Days’ prior written notice of any such resignation (other than a Mandatory Resignation) to the Lenders and, unless a Default or an Event of Default under Section 11.05 10.05 then exists, the Borrower. Any such resignation by an Administrative Agent hereunder shall also constitute its resignation as the Collateral Agent, and upon the effectiveness of such resignation of an Administrative Agent in accordance with this Section 11.09 the resigning Administrative Agent shall no longer be required to discharge any duties of the “Collateral Agent” under the Security Documents. 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 (or upon a Mandatory Resignation) by the Administrative Agent, the Required Lenders shall appoint a successor Administrative Agent hereunder or thereunder who shall be a financial institution acceptable to the Required Lenders in their sole discretion; provided, that if no Event of Default then exists and such successor Administrative Agent’s stated annual fees exceed $75,000 per year, such successor Administrative Agent shall also be commercial bank or trust company reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld, withheld or delayed or conditioned(provided that the Borrower’s approval shall not be required if an Event of Default then exists). (c) If a successor Administrative Agent shall not have been so appointed within such 30 day 15 Business Day period, the Administrative Agent, with the consent of the Required Lenders Borrower (which consent shall not be unreasonably withheld or delayed, provided that the Borrower’s consent shall not be required if an Event of Default then exists), shall then appoint a successor Administrative Agent (provided, that if no Event of Default then exists and such successor Administrative Agent’s stated annual fees exceed $75,000 per year, such successor Administrative Agent shall also be reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld, delayed or conditioned) who shall serve as Administrative Agent hereunder or thereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above. (d) If no successor Administrative Agent has been appointed pursuant to clause (b) or (c) above by the 35th day 20th Business Day after the date any such notice of resignation was given by the Administrative Agent, the Administrative Agent’s resignation shall become effective and the Required Lenders shall thereafter perform all the duties of the Administrative Agent hereunder and/or under any other Credit Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above. (e) Upon a resignation of the Administrative Agent (and the Collateral Agent) pursuant to this Section 12.0911.09, such former the Administrative Agent (and the Collateral Agent) shall remain indemnified to the extent provided in this Agreement and the other Credit Documents and the provisions of this Section 12 11 (and the analogous provisions of the other Credit Documents) shall continue in effect for the benefit of such former the Administrative Agent (and the Collateral Agent) for all of its actions and inactions while serving as the Administrative Agent (and the Collateral Agent).

Resignation by the Administrative Agent. (a) The Administrative Agent may (and must, if so directed by the Required Lenders, with or without cause (any such resignation, a “Mandatory Resignation”)) resign from the performance of all its respective functions and duties hereunder and/or under the other Credit Documents (including, for the avoidance of doubt, in its capacity as Collateral Agent) at any time by giving 30 days15 Business Days’ prior written notice to the Lenders. 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; provided that in no event shall any such resignation (other than successor Administrative Agent be a Mandatory Resignation) to the Lenders and, unless a Default or an Event of Default under Section 11.05 then exists, the BorrowerDefaulting Lender. (b) If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and such Person remove such Person as Administrative Agent and, in consultation with the Borrower, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 15 Business Days (or such earlier day as shall be agreed by the Required Lenders), then such removal shall nonetheless become effective in accordance with such notice on such 15th Business Day following receipt of such notice (or such earlier date agreed by the Required Lenders, as applicable). (c) Upon any such notice of resignation (or upon a Mandatory Resignation) by the Administrative Agent, the Required Lenders shall appoint a successor Administrative Agent hereunder or thereunder who shall be a financial institution acceptable to the Required Lenders in their sole discretion; provided, that if no Event of Default then exists and such successor Administrative Agent’s stated annual fees exceed $75,000 per year, such successor Administrative Agent shall also be commercial bank or trust company reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld, withheld or delayed or conditioned(provided that the Borrower’s approval shall not be required if an Event of Default then exists). (cd) If a successor Administrative Agent shall not have been so appointed within such 30 day 15 Business Day period, the Administrative Agent, with the consent of the Required Lenders Borrower (which consent shall not be unreasonably withheld or delayed, provided that the Borrower’s consent shall not be required if an Event of Default then exists), shall then appoint a successor Administrative Agent (provided, that if no Event of Default then exists and such successor Administrative Agent’s stated annual fees exceed $75,000 per year, such successor Administrative Agent shall also be reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld, delayed or conditioned) who shall serve as Administrative Agent hereunder or thereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above. (de) If no successor Administrative Agent has been appointed pursuant to clause (b) or (c) above by the 35th day 20th Business Day after the date any such notice of resignation was given by the Administrative Agent, the Administrative Agent’s resignation shall become effective and the Required Lenders shall thereafter perform all the duties of the Administrative Agent hereunder and/or under any other Credit Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above. (ef) Upon a resignation of the Administrative Agent pursuant to this Section 12.09, such former the Administrative Agent shall remain indemnified to the extent provided in this Agreement and the other Credit Documents and the provisions of this Section 12 (and the analogous provisions of the other Credit Documents) shall continue in effect for the benefit of such former the Administrative Agent for all of its actions and inactions while serving as the Administrative Agent.

Resignation by the Administrative Agent. (a) The Administrative Agent may (and must, if so directed by the Required Lenders, with or without cause (any such resignation, a “Mandatory Resignation”)) resign from the performance of all its respective functions and duties hereunder and/or under the other Credit Documents (including, for the avoidance of doubt, in its capacity as Collateral Agent) at any time by giving 30 days15 Business Days’ prior written notice of any such resignation (other than a Mandatory Resignation) to the Lenders and, unless a Default or an Event of Default under Section 11.05 10.05 then exists, the Borrower. Any such resignation by an Administrative Agent hereunder shall also constitute its resignation as an Issuing Lender, in which case the resigning Administrative Agent (x) shall not be required to issue any further Letters of Credit hereunder and (y) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it, prior to the date of such resignation. 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 (or upon a Mandatory Resignation) by the Administrative Agent, the Required Lenders shall appoint a successor Administrative Agent hereunder or thereunder who shall be a financial institution acceptable to the Required Lenders in their sole discretion; provided, that if no Event of Default then exists and such successor Administrative Agent’s stated annual fees exceed $75,000 per year, such successor Administrative Agent shall also be commercial bank or trust company reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheldwithheld or delayed ( provided that, delayed or conditionedthe Borrower’s approval shall not be required if an Event of Default then exists). (c) If a successor Administrative Agent shall not have been so appointed within such 30 day 15 Business Day period, the Administrative Agent, with the consent of the Required Lenders Borrower (which consent shall not be unreasonably withheld or delayed, provided that, the Borrower’s consent shall not be required if an Event of Default then exists), shall then appoint a successor Administrative Agent (provided, that if no Event of Default then exists and such successor Administrative Agent’s stated annual fees exceed $75,000 per year, such successor Administrative Agent shall also be reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld, delayed or conditioned) who shall serve as Administrative Agent hereunder or thereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above. (d) If no successor Administrative Agent has been appointed pursuant to clause (b) or (c) above by the 35th day 30th Business Day after the date any such notice of resignation was given by the Administrative Agent, the Administrative Agent’s resignation shall become effective and the Required Lenders shall thereafter perform all the duties of the Administrative Agent hereunder and/or under any other Credit Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above. (e) Upon If the Administrative Agent, in its capacity as a resignation Lender, becomes a Defaulting Lender hereunder, the Administrative Agent, upon the written request of (x) the Borrower and (y) the Required Lenders, shall resign in its role as Administrative Agent pursuant to this Section 12.09clause (a), such former Administrative Agent shall remain indemnified to the extent provided in this Agreement and the other Credit Documents and the provisions of this Section 12 (and the analogous provisions of the other Credit Documents) shall continue in effect for the benefit of such former Administrative Agent for all of its actions and inactions while serving as the Administrative Agent.above

Resignation by the Administrative Agent. (a) The Administrative Agent may (and must, if so directed by the Required Lenders, with or without cause (any such resignation, a “Mandatory Resignation”)) resign from the performance of all its respective functions and duties hereunder and/or under the other Credit Documents (including, for the avoidance of doubt, in its capacity as Collateral Agent) at any time by giving 30 days’ prior written notice of any such resignation (other than a Mandatory Resignation) to the Lenders and, unless a Default or an Event of Default under Section 11.05 then exists, the Borrower. Any such resignation by an Administrative Agent hereunder shall also constitute its (and its applicable Affiliate’s) resignation as an Issuing Lender and/or the Swingline Lender, as the case may be, in which case the resigning Administrative Agent (and its applicable Affiliates) (x) shall not be required to issue any further Letters of Credit or make any additional Swingline Loans hereunder and (y) shall maintain all of its rights as Issuing Lender or Swingline Lender, as the case may be, with respect to any Letters of Credit issued by it, or Swingline Loans made by it, prior to the date of such resignation. 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 (or upon a Mandatory Resignation) by the Administrative Agent, the Required Lenders shall appoint a successor Administrative Agent hereunder or thereunder who shall be a financial institution acceptable to the Required Lenders in their sole discretion; provided, that if no Event of Default then exists and such successor Administrative Agent’s stated annual fees exceed $75,000 per year, such successor Administrative Agent shall also be commercial bank or trust company reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld, delayed or conditionedconditioned (provided that the Borrower’s approval shall not be required if an Event of Default then exists). (c) If a successor Administrative Agent shall not have been so appointed within such 30 day period, the Administrative Agent, with the consent of the Required Lenders Borrower (which consent shall not be unreasonably withheld or delayed, provided that the Borrower’s consent shall not be required if an Event of Default then exists), shall then appoint a successor Administrative Agent (provided, that if no Event of Default then exists and such successor Administrative Agent’s stated annual fees exceed $75,000 per year, such successor Administrative Agent shall also be reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld, delayed or conditioned) who shall serve as Administrative Agent hereunder or thereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above. (d) If no successor Administrative Agent has been appointed pursuant to clause (b) or (c) above by the 35th day after the date any such notice of resignation was given by the Administrative Agent, the Administrative Agent’s resignation shall become effective and the Required Lenders shall thereafter perform all the duties of the Administrative Agent hereunder and/or under any other Credit Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above. (e) Upon a resignation of the Administrative Agent pursuant to this Section 12.09, such former Administrative Agent shall remain indemnified to the extent provided in this Agreement and the other Credit Documents and the provisions of this Section 12 (and the analogous provisions of the other Credit Documents) shall continue in effect for the benefit of such former Administrative Agent for all of its actions and inactions while serving as the Administrative Agent.

Resignation by the Administrative Agent. (a) The Administrative Agent may (and must, if so directed by the Required Lenders, with or without cause (any such resignation, a “Mandatory Resignation”)) resign from the performance of all its respective functions and duties hereunder and/or under the other Credit Documents (including, for the avoidance of doubt, in its capacity as Collateral Agent) at any time by giving 30 days’ prior written notice of any such resignation (other than a Mandatory Resignation) to the Lenders and, unless a Default or an Event of Default under Section 11.05 then exists, the Borrower. (b) Upon any such notice of resignation (or upon a Mandatory Resignation) by the Administrative Agent, the Required Lenders shall appoint a successor Administrative Agent who shall be a financial institution acceptable to the Required Lenders in their sole discretion; provided, provided that if no Event of Default then exists and such successor Administrative Agent’s stated annual fees exceed $75,000 per year, such successor Administrative Agent shall also be reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld, delayed or conditioned. (c) If a successor Administrative Agent shall not have been so appointed within such 30 day period, the Administrative Agent, with the consent of the Required Lenders (which consent shall not be unreasonably withheld or delayed), shall then appoint a successor Administrative Agent (provided, provided that if no Event of Default then exists and such successor Administrative Agent’s stated annual fees exceed $75,000 per year, such successor Administrative Agent shall also be reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld, delayed or conditioned) who shall serve as Administrative Agent until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above. (d) If no successor Administrative Agent has been appointed pursuant to clause (b) or (c) above by the 35th day after the date any such notice of resignation was given by the Administrative Agent, the Administrative Agent’s resignation shall become effective and the Required Lenders shall thereafter perform all the duties of the Administrative Agent hereunder and/or under any other Credit Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above. (e) Upon a resignation of the Administrative Agent pursuant to this Section 12.09, such former Administrative Agent shall remain indemnified to the extent provided in this Agreement and the other Credit Documents and the provisions of this Section 12 (and the analogous provisions of the other Credit Documents) shall continue in effect for the benefit of such former Administrative Agent for all of its actions and inactions while serving as the Administrative Agent.

Resignation by the Administrative Agent. (a) The Administrative Agent may (and must, if so directed by the Required Lenders, with or without cause (any such resignation, a “Mandatory Resignation”)) resign from the performance of all its respective functions and duties hereunder and/or and under the other Credit Documents (including, for the avoidance of doubt, in its capacity as Collateral Agent) at any time by giving 30 days’ 15 Business Days' prior written notice of any such resignation (other than a Mandatory Resignation) to the Lenders and, unless Borrower and the Lenders. Such resignation shall take effect upon the appointment of a Default successor Administrative Agent pursuant to clauses (b) and (c) below or an Event of Default under Section 11.05 then exists, the Borroweras otherwise provided below. (b) Upon any such notice of resignation (or upon a Mandatory Resignation) by the Administrative Agentresignation, the Required Majority Lenders shall have the right to appoint a successor Administrative Agent who which shall be a financial institution acceptable to the Required Lenders in their sole discretion; providedcommercial bank or trust company that is, that if no Event of Default then exists and such successor Administrative Agent’s stated annual fees exceed $75,000 per yearexists, such successor Administrative Agent shall also be reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld, delayed or conditioned. (c) If a successor to a resigning Administrative Agent shall not have been so appointed within such 30 day 15 Business Day period, the resigning Administrative Agent, with the consent of the Required Lenders Borrower if no Event of Default exists (which consent shall will not be unreasonably withheld or delayedwithheld), shall have the right to then appoint a successor Administrative Agent (provided, that if no Event of Default then exists and such successor Administrative Agent’s stated annual fees exceed $75,000 per year, such successor Administrative Agent shall also be reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld, delayed or conditioned) who shall serve as Administrative Agent until such time, if any, as the Required Majority Lenders appoint a successor Administrative Agent as provided above. (d) If no successor Administrative Agent has been appointed pursuant to clause (b) or (c) above and shall have accepted such appointment by the 35th day 20th Business Day after the date any such notice of resignation was given by the resigning Administrative Agent, the resigning Administrative Agent’s 's resignation shall become effective and the Required Lenders shall thereafter perform all the duties of the resigning Administrative Agent hereunder and/or and under any other Credit Document until such time, if any, as the Required Majority Lenders appoint a successor Administrative Agent as provided above. (e) Upon a After any Administrative Agent's resignation of the hereunder as Administrative Agent pursuant to this Section 12.09Agent, such former Administrative Agent shall remain indemnified to the extent provided in this Agreement and the other Credit Documents and the provisions of this Section 12 (and the analogous provisions of the other Credit Documents) Article VII shall continue in effect for the inure to its benefit of such former as to any actions taken or omitted to be taken by it while it was Administrative Agent for all of its actions and inactions while serving as the Administrative Agentunder this Agreement.

Resignation by the Administrative Agent. (a) The Administrative Agent may (and must, if so directed by the Required Lenders, with or without cause (any such resignation, a “Mandatory Resignation”)) resign from the performance of all its respective functions and duties hereunder and/or under the other Credit Documents (including, for the avoidance of doubt, in its capacity as Collateral Agent) at any time by giving 30 days’ prior written notice of any such resignation (other than a Mandatory Resignation) to the Lenders and, unless a Default or an Event of Default under Section 11.05 then exists, and the Borrower. Any such resignation by an Administrative Agent hereunder shall also constitute its (and its applicable Affiliate’s) resignation as an Issuing Lender and/or the Swingline Lender, as the case may be, in which case the resigning Administrative Agent (and its applicable Affiliates) (x) shall not be required to issue any further Letters of Credit or make any additional Swingline Loans hereunder and (y) shall maintain all of its rights as Issuing Lender or Swingline Lender, as the case may be, with respect to any Letters of Credit issued by it, or Swingline Loans made by it, prior to the date of such resignation. 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 (or upon a Mandatory Resignation) by the Administrative Agent, the Required Lenders shall appoint a successor Administrative Agent hereunder or thereunder who shall be a financial institution acceptable to the Required Lenders in their sole discretion; provided, that if no Event of Default then exists and such successor Administrative Agent’s stated annual fees exceed $75,000 per year, such successor Administrative Agent shall also be commercial bank or trust company reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld, withheld or delayed or conditioned(provided that the Borrower’s approval shall not be required if an Event of Default then exists). (c) If a successor Administrative Agent shall not have been so appointed within such 30 day period, the Administrative Agent, with the consent of the Required Lenders Borrower (which consent shall not be unreasonably withheld or delayed, provided that the Borrower’s con­sent shall not be required if an Event of Default then exists), shall then appoint a successor Administrative Adminis­trative Agent (provided, that if no Event of Default then exists and such successor Administrative Agent’s stated annual fees exceed $75,000 per year, such successor Administrative Agent shall also be reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld, delayed or conditioned) who shall serve as Administrative Agent hereunder or thereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above. (d) If no successor Administrative Agent has been appointed pursuant to clause (b) or (c) above by the 35th day after the date any such notice of resignation was given by the Administrative Agent, the Administrative Agent’s resignation shall become effective and the Required Lenders shall thereafter perform all the duties of the Administrative Agent hereunder here­under and/or under any other Credit Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above. (e) Upon a resignation of the Administrative Agent pursuant to this Section 12.09, such former the Administrative Agent shall remain indemnified to the extent provided in this Agreement and the other Credit Documents and the provisions of this Section 12 (and the analogous provisions of the other Credit Documents) shall continue in effect for the benefit of such former the Administrative Agent for all of its actions and inactions while serving as the Administrative Agent.

Resignation by the Administrative Agent. (a) The Administrative Agent may (and must, if so directed by the Required Lenders, with or without cause (any such resignation, a “Mandatory Resignation”)) resign from the performance of all its respective functions and duties hereunder and/or under the other Credit Loan Documents (including, for the avoidance of doubt, in its capacity as Collateral Agent) at any time by giving 30 10 days’ prior written notice of any such resignation (other than a Mandatory Resignation) to the Lenders and, unless a Default or an Event of Default under Section 11.05 10.01(f) then exists, the Borrower. 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 (or upon a Mandatory Resignation) by the Administrative Agent, the Required Lenders shall appoint a successor Administrative Agent hereunder or thereunder who shall be a financial institution acceptable to the Required Lenders in their sole discretion; provided, that if no Event of Default then exists and such successor Administrative Agent’s stated annual fees exceed $75,000 per year, such successor Administrative Agent shall also be commercial bank or trust company reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld, delayed withheld or conditioneddelayed; provided that the Borrower’s approval shall not be required if a Significant Event of Default shall have occurred and be continuing; provided further that the Borrower shall not unreasonably withhold its approval of any successor Administrative Agent if such successor is a commercial bank with a consolidated combined capital and surplus of at least $1 billion. (c) If a successor Administrative Agent shall not have been so appointed within such 30 10 day period, the Administrative Agent, with the consent of the Required Lenders Borrower (which consent shall not be unreasonably withheld or delayed; provided that the Borrower’s consent shall not be required if a Significant Event of Default shall have occurred and be continuing; provided, further, that the Borrower shall not unreasonably withhold its approval of any successor Administrative Agent if such successor is a commercial bank with a consolidated combined capital and surplus of at least $1 billion), shall then appoint a successor Administrative Agent (provided, that if no Event of Default then exists and such successor Administrative Agent’s stated annual fees exceed $75,000 per year, such successor Administrative Agent shall also be reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld, delayed or conditioned) who shall serve as Administrative Agent hereunder or thereunder until such time, if any, as the Required Lenders Xxxxxxx appoint a successor Administrative Agent as provided in accordance with clause (b) above. (d) If no successor Administrative Agent has been appointed pursuant to clause (b) or (c) above by the 35th 30th calendar day after the date any such notice of resignation was given by the Administrative Agent, the Administrative Agent’s resignation shall become effective and 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 directly, and the Required Lenders shall thereafter perform all the duties of the Administrative Agent hereunder and/or under any other Credit Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent as in accordance with clause (b) above; provided above.that in the case of any original Collateral held by the Administrative Agent on behalf of the Lenders under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such original #4848-1207-1386 154 (e) Upon a resignation of the Administrative Agent pursuant to this Section 12.0911.09, such former the Administrative Agent shall remain indemnified to the extent provided in this Agreement and the other Credit Loan Documents and the provisions of this Section 12 Article XI (and the analogous provisions of the other Credit Loan Documents) shall continue in effect for the benefit of such former the Administrative Agent for all of its actions and inactions while serving as the Administrative Agent.