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

Resignation of Administrative Agent and Collateral Agent. The Administrative Agent may at any time give notice of its resignation (which will also include its resignation as the Collateral Agent) to the Lenders, the Issuing Bank and the Borrower. Upon receipt of any such notice of resignation, the Majority Lenders shall have the right, in consultation with (and, absent the occurrence and continuation of an Event of Default, approval of) the Borrower, to appoint a successor, which shall be an institution with an office in New York. If no such successor shall have been so appointed by the Majority Lenders and shall have 112 accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the Issuing Bank, appoint a successor Administrative Agent (and Collateral 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 (a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral held by the Collateral Agent on behalf of the Lenders under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral until such time as a successor Collateral Agent is appointed) and (b) 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 by the Borrower, until such time as the Majority Lenders appoint a successor Administrative Agent as provided for above in this Section 11.06. Upon the acceptance of a successor’s appointment as Administrative Agent (and Collateral 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 Collateral Agent), and the retiring Administrative Agent (and Collateral 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 11.06). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s (and Collateral Agent’s) resignation hereunder and under the other Loan Documents, the provisions of this Article XI and Section 12.03 shall continue in effect for the benefit of such retiring Administrative Agent, Collateral Agent, their sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent or the Collateral Agent was acting as the Collateral Agent.

Resignation of Administrative Agent and Collateral Agent. (a) The Administrative Agent may at any time give notice of its resignation (which will also include its resignation as the Collateral Agent) to the Lenders, the Issuing Bank Lenders and the Borrower. Upon receipt of any such notice of resignation, the Majority Lenders shall have the right, in consultation with the consent of the Borrower (and, absent except during the occurrence and continuation existence of an Event of DefaultDefault under Sections 8.01(f) or (g)), approval of) the Borrowerwhich consent shall not be unreasonably withheld or delayed, to appoint a successor, which shall be an institution a bank with an office in New Yorkthe 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 Majority Lenders and shall have 112 accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignationresignation (or such earlier day as shall be agreed by the Majority Lenders) (the "Resignation Effective Date"), then the retiring Administrative Agent may (but shall not be obligated to) on behalf of the Lenders and (without the Issuing Bankconsent of any Lender), appoint a successor Administrative Agent (and Collateral Agent) meeting the qualifications set forth above; provided that if , subject so long as there exists no Event of Default under Sections 8.01(f) or (g), to the Administrative Agent consent of the Borrower, which consent shall notify the Borrower and the Lenders that no qualifying Person not be unreasonably withheld or delayed. Whether or not a successor has accepted such appointmentbeen appointed, then such resignation shall nonetheless become effective in accordance with such notice and (a) on the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral held by the Collateral Agent on behalf of the Lenders under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral until such time as a successor Collateral Agent is appointed) and (b) 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 by the Borrower, until such time as the Majority Lenders appoint a successor Administrative Agent as provided for above in this Section 11.06. Upon the acceptance of a successor’s appointment as Administrative Agent (and Collateral 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 Collateral Agent), and the retiring Administrative Agent (and Collateral 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 11.06). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s (and Collateral Agent’s) resignation hereunder and under the other Loan Documents, the provisions of this Article XI and Section 12.03 shall continue in effect for the benefit of such retiring Administrative Agent, Collateral Agent, their sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent or the Collateral Agent was acting as the Collateral AgentResignation Effective Date.

Resignation of Administrative Agent and Collateral Agent. The Administrative Agent may (but shall not be obligated to) at any time give notice of its resignation (which will to the Lenders and Borrower. At the same time, the Collateral Agent may also include give notice of its resignation as the Collateral Agent) to the Lenders, the Issuing Bank Lenders and the Borrower. Upon receipt of any such notice of resignation, the Majority Required Lenders shall have appoint a successor (or successors), which successor (or successors) shall be subject to Borrower’s approval at all times other than during the right, in consultation with (and, absent the occurrence and continuation existence of an Event of Default, approval ofDefault (which consent of Borrower shall not be unreasonably withheld or delayed) the Borrower, to appoint a successor, and which successor shall be an institution a bank with an office in New Yorkthe United States, or an Affiliate of any such bank with an office in the United States. If no such successor Administrative Agent shall have been so appointed by the Majority Required Lenders and so approved by Borrower (or any appointed and approved successor shall have 112 accepted declined to accept such appointment appointment) within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders appoint, after consulting with the Lenders and the Issuing BankBorrower, appoint a successor Administrative Agent (and Collateral 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 (a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Transaction Documents (except that in the case of any collateral security held by the Collateral Administrative Agent on behalf of the Lenders under any of the Loan Transaction Documents, the retiring Collateral Administrative Agent shall continue to hold such collateral security until such time as a successor Collateral Administrative Agent is appointed) and (b) 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 by the Borrowerdirectly, until such time as the Majority Required Lenders appoint a successor Administrative Agent as provided for above in this Section 11.06Section. Upon the acceptance of a successor’s appointment as Administrative Agent (and Collateral 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 Collateral Agent), and the retiring Administrative Agent (and Collateral Agent) shall be discharged from all of its duties and obligations hereunder or under the other Loan Transaction Documents (if not already discharged therefrom as provided above in this Section 11.06Section). The fees payable by the Borrower to a successor Administrative Agent shall be the same in such amounts as those payable to its predecessor unless otherwise may be agreed between the Borrower and such successor. After the retiring Administrative Agent’s (and Collateral Agent’s) resignation hereunder and under the other Loan Transaction Documents, the provisions of this Article XI and Section 12.03 10.04 shall continue in effect for the benefit of such retiring Administrative Agent, Collateral Agent, their its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent. If no such successor Collateral Agent shall have been so appointed by the Required Lenders and so approved by Borrower (or any appointed and approved successor shall have declined to accept such appointment) within 30 days after the retiring Collateral Agent gives notice of its resignation, then the retiring Collateral Agent shall continue in such capacity, and from and after such day shall be paid the fee that otherwise would have been payable to the retiring Administrative Agent (had it not resigned) until such time as the Collateral Agent shall have been replaced. Upon the acceptance of a successor’s appointment as Collateral Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Collateral Agent, and the retiring Collateral Agent shall be discharged from all of its duties and obligations hereunder or under the other Transaction Documents (if not already discharged therefrom as provided above in this Section). After the retiring Collateral Agent’s resignation hereunder and under the other Transaction Documents, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring Collateral Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Collateral Agent was acting as the Collateral Agent.

Resignation of Administrative Agent and Collateral Agent. The Administrative Agent or the Collateral Agent may resign at any time give by giving written notice of its resignation (which will also include its resignation as the Collateral Agent) thereof to the Lenders, the Issuing Bank Lenders and the Borrower. Upon receipt of notice of any such notice of resignation, the Majority Lenders shall have the rightright to appoint a successor Administrative Agent or Collateral Agent with, in consultation with (and, absent the occurrence and continuation of an so long as no Event of DefaultDefault has occurred and is continuing, approval of) the consent of the Borrower, to appoint a successor, which consent shall not be an institution with an office in New Yorkunreasonably withheld. If no such successor Administrative Agent or Collateral Agent shall have been so appointed by the Majority Lenders with the consent of the Borrower, and shall have 112 accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent’s or Collateral Agent’s giving of notice of its resignation, then the retiring Administrative Agent may or Collateral Agent may, on behalf of the Lenders and the Issuing BankBorrower (subject to consultation with the Borrower), appoint a successor Administrative Agent (and or Collateral Agent) meeting , which shall be, in the qualifications set forth abovecase of a successor agent, a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $250,000,000; provided that that, if the Administrative Agent or Collateral 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 (a1) the retiring Administrative Agent or Collateral Agent shall be discharged from its duties and obligations hereunder and under the other Loan Credit Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders under any of the Loan Credit Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (b2) all payments, communications and determinations provided to be made by, to or through the retiring Administrative Agent shall instead be made by or to each Lender directly by the Borrowerdirectly, until such time as the -67- NY\6260051.12 Majority Lenders appoint a successor Administrative Agent or Collateral Agent, as applicable, as provided for above in this Section 11.06paragraph. Upon the acceptance of a successor’s any appointment as Administrative Agent (and or Collateral Agent by a successor Administrative Agent or Collateral Agent) hereunder, such successor Administrative Agent or Collateral Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges privileges, and duties of the retiring (or retired) Administrative Agent (and or Collateral Agent), and the retiring Administrative Agent (and or Collateral Agent) Agent shall be discharged from all of its duties and obligations hereunder or under this Agreement and the other Loan Documents (if not already discharged therefrom as provided above in this Section 11.06). 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 successorCredit Documents. After the any retiring Administrative Agent’s (and or Collateral Agent’s) ’s resignation hereunder and under the other Loan Documentsas Administrative Agent or Collateral Agent, the provisions of this Article XI and Section 12.03 8 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, Collateral Agent, their sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring Administrative Agent it was acting as Administrative Agent or the Collateral Agent was acting as under this Agreement and the Collateral Agentother Credit Documents.

Resignation of Administrative Agent and Collateral Agent. (a) The Administrative Agent or the Collateral Agent may at any time give notice of its resignation (which will also include its resignation as the Collateral Agent) to the Lenders, the Issuing Bank Issuers and the BorrowerBorrowers. Upon receipt of any such notice of resignation, the Majority Requisite Lenders shall have the right, in consultation with (and, absent the occurrence and continuation consent of the Lead Administrative Borrower at all times other than during the existence of an Event of DefaultDefault (which consent of the Lead Administrative Borrower shall not be unreasonably withheld, approval of) the Borrowerconditioned or delayed), to appoint a successor, which shall be an institution a Lender or a bank with an office in New Yorkthe United States, or an Affiliate or branch of any such Lender or bank with an office in the United States. If no such successor shall have been so appointed by the Majority Requisite Lenders and shall have 112 accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent or Collateral Agent, as applicable, gives notice of its resignation, then the retiring Administrative Agent or Collateral Agent, as applicable, may on behalf of the Lenders and the Issuing BankIssuers, appoint a successor Administrative Agent (and or Collateral Agent) , as applicable, meeting the qualifications set forth above; provided that if the Administrative Agent or the Collateral Agent shall notify the Lead Administrative 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 (a1) the retiring Administrative Agent or Collateral Agent, as applicable, shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent or the Collateral Agent on behalf of the Lenders or the Issuers under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral of such Agent is appointed) and (b2) except for any indemnity payments or other amounts then owed to the retiring Administrative Agent or Collateral Agent, as applicable, 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 by the Borrowerand each Issuer directly, until such time as the Majority Requisite Lenders appoint a successor Administrative Agent as provided for above in this Section 11.0611.6. Upon the acceptance of a successor’s appointment as Administrative 223 Agent (and or Collateral Agent, as applicable, hereunder and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Requisite Lenders may request, in order to (i) hereundercontinue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (ii) otherwise ensure that the Collateral and Guarantee Requirement is satisfied, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired), as applicable, Administrative Agent or Collateral Agent (other than any rights to indemnity payments or other amounts owed to the retiring (or retired) Administrative Agent (and or Collateral Agent), and the retiring Administrative Agent (and or Collateral Agent) , as applicable, 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 11.0611.6). The fees payable by the Borrower Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Borrowers and such successor. After the retiring Administrative Agent’s (and Collateral Agent’s) resignation hereunder and under the other Loan Documents, the provisions of this Article XI and Section 12.03 Sections 12.3, 12.4 and 12.5 shall continue in effect for the benefit of such retiring Administrative Agent, Collateral Agent, their sub-its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them (i) while the retiring Administrative Agent was acting as Administrative Agent or Collateral Agent, as applicable and (ii) after such resignation for as long as any of them continues to act in any capacity hereunder or under the Collateral Agent was other Loan Documents, including (a) acting as collateral agent or otherwise holding any collateral security on behalf of any of the Collateral Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Agent.

Resignation of Administrative Agent and Collateral Agent. (a) The Administrative Agent may at any time give notice of its resignation (which will also include its resignation as the Collateral Agent) to the Lenders, the Issuing Bank L/C Issuers and the BorrowerCompany. Upon receipt of any such notice of resignation, the Majority Required Lenders shall have the right, in consultation with (and, absent the occurrence and continuation of an Event of Default, approval of) the BorrowerCompany, to appoint a successor, which shall be an institution a bank with an office in New Yorkthe 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 Majority Required Lenders and shall have 112 accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the Issuing BankL/C Issuers, appoint a successor Administrative Agent (and Collateral Agent) meeting the qualifications set forth above; provided that if the Administrative Agent shall notify the Borrower Company and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral held by the Collateral Agent on behalf of the Lenders under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral until such time as a successor Collateral Agent is appointed) and (b2) 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 by the Borrowerand each L/C Issuer directly, until such time as the Majority Required Lenders appoint a successor Administrative Agent as provided for above in this Section 11.06Section. Upon the acceptance of a successor’s appointment as Administrative Agent (and Collateral 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 Collateral Agent), and the retiring Administrative Agent (and Collateral 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 11.06Section). The fees payable by the Borrower Company to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Company and such successor. After the retiring Administrative Agent’s (and Collateral Agent’s) resignation hereunder and under the other Loan Documents, the provisions of this Article XI and Section 12.03 10.04 shall continue in effect for the benefit of such retiring Administrative Agent, Collateral Agent, their its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent or the Collateral Agent was acting as the Collateral Agent.

Resignation of Administrative Agent and Collateral Agent. The Administrative Agent may at any time give notice of its resignation (which will also include its resignation as the Collateral Agent) to the Lenders, the Issuing Bank L/C Issuers and the Borrower. Upon receipt of any such notice of resignation, the Majority Required Lenders shall have the right, in consultation with the approval of the Borrower (and, absent the occurrence and continuation of an Event of Default, such approval of) the Borrowernot to be unreasonably withheld), to appoint a successor, which shall be an institution a bank with an office in New Yorkthe 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 Majority Required Lenders and shall have 112 accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the Issuing BankL/C Issuers, appoint a successor Administrative Agent (and Collateral 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 (a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Administrative Agent on behalf of the Lenders or the L/C Issuers under any of the Loan Documents, the retiring Collateral Administrative Agent shall continue to hold such collateral security until such time as a successor Collateral Administrative Agent is appointed) and (b) 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 by the Borrowerand each L/C Issuer directly, until such time as the Majority Required Lenders appoint a successor Administrative Agent as provided for above in this Section 11.069.06. Upon the acceptance of a successor’s appointment as Administrative Agent (and Collateral 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 Collateral Agent), and the retiring Administrative Agent (and Collateral 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 11.069.06). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s (and Collateral Agent’s) resignation hereunder and under the other Loan Documents, the provisions of this Article XI and Section 12.03 10.04 shall continue in effect for the benefit of such retiring Administrative Agent, Collateral Agent, their its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent. Any resignation by Citibank, N.A. as Administrative Agent or the Collateral Agent was acting pursuant to this Section 9.06 shall also constitute its resignation as the L/C Issuer, Swing Line Lender and Collateral Agent.. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, Swing Line Lender and Collateral Agent, (ii) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (iii) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. Foresight Credit Agreement

Resignation of Administrative Agent and Collateral Agent. The Administrative Agent may at any time give notice of its resignation (which will also include its resignation as the Collateral Agent) to the Lenders, the Issuing Bank L/C Issuers and the Borrower. Upon receipt of any such notice of resignation, the Majority Required Lenders shall have the right, in consultation with the approval of the Borrower (and, absent the occurrence and continuation of an Event of Default, such approval of) the Borrowernot to be unreasonably withheld), to appoint a successor, which shall be an institution a bank with an office in New Yorkthe 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 Majority Required Lenders and shall have 112 accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the Issuing BankL/C Issuers, appoint a successor Administrative Agent (and Collateral Agent) meeting the qualifications set forth above; provided 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 (a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Administrative Agent on behalf of the Lenders or the L/C Issuers under any of the Loan Documents, the retiring Collateral Administrative Agent shall continue to hold such collateral security until such time as a successor Collateral Administrative Agent is appointed) and (b) 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 by the Borrowerand each L/C Issuer directly, until such time as the Majority Required Lenders appoint a successor Administrative Agent as provided for above in this Section 11.069.06. Upon the acceptance of a successor’s appointment as Administrative Agent (and Collateral 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 Collateral Agent), and the retiring Administrative Agent (and Collateral 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 11.069.06). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s (and Collateral Agent’s) resignation hereunder and under the other Loan Documents, the provisions of this Article XI and Section 12.03 10.04 shall continue in effect for the benefit of such retiring Administrative Agent, Collateral Agent, their its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent. Any resignation by Citibank, N.A. as Administrative Agent or the Collateral Agent was acting pursuant to this Section 9.06 shall also constitute its resignation as the L/C Issuer, Swing Line Lender and Collateral Agent. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, Swing Line Lender and Collateral Agent, (ii) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (iii) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.

Resignation of Administrative Agent and Collateral Agent. The (g) Administrative Agent may at any time give notice of its resignation (which will also include its resignation as the Collateral Agent) to the Lenders, the Issuing Bank LC Issuer and the Borrower. Upon receipt of any such notice of resignation, the Majority Required Lenders shall have the right, in consultation with (and, absent the occurrence and continuation of an Event of Default, approval of) the Borrower, to appoint a successor, which shall be an institution a bank with an office in New Yorkthe 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 Majority Required Lenders and shall have 112 accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the Issuing BankLC Issuer, appoint a successor Administrative Agent (and Collateral Agent) meeting the qualifications set forth above; 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 (a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral Collateral held by the Collateral Administrative Agent on behalf of the Lenders or LC Issuer under any of the Loan Documents, the retiring Collateral Mid-Con Energy Properties, LLC Compiled Credit Agreement 90 Administrative Agent shall continue to hold such collateral Collateral until such time as a successor Collateral Administrative Agent is appointed) and (b) 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 by the Borrowerand LC Issuer directly, until such time as the Majority Required Lenders appoint a successor Administrative Agent as provided for above in this Section 11.06Section. Upon the acceptance of a successor’s appointment as Administrative Agent (and Collateral 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 Collateral Agent), and the retiring Administrative Agent (and Collateral 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 11.06Section). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s (and Collateral Agent’s) resignation hereunder and under the other Loan Documents, the provisions of this Article XI and Section 12.03 10.4 shall continue in effect for the benefit of such retiring Administrative Agent, Collateral Agent, their its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent or the Collateral Agent was acting as the Collateral Agent.

Resignation of Administrative Agent and Collateral Agent. The Subject to the appointment and acceptance of a successor Administrative Agent or Collateral Agent, as applicable, as provided in this Section 11.06, each of the Administrative Agent and the Collateral Agent may resign at any time give notice of its resignation (which will also include its resignation as the Collateral Agent) to by notifying the Lenders, the each Issuing Bank and the Borrower. Upon receipt of any such notice of resignation, the Majority Lenders shall have the right, in consultation with the Borrower and with the consent of the Borrower (and, absent the occurrence and continuation of unless an Event of Default, approval of) the BorrowerDefault has occurred and is continuing), to appoint a successor, which shall be an institution with an office in New York. If no such successor shall have been so appointed by the Majority Lenders and shall have 112 accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may may, on behalf of the Lenders and the each Issuing Bank, appoint a successor Administrative Agent (and Collateral Agent) meeting the qualifications set forth above; provided that if the Administrative in no event shall any such successor 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 (a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral held by the Collateral Agent on behalf of the Lenders under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral until such time as a successor Collateral Agent is appointed) and (b) 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 by the Borrower, until such time as the Majority Lenders appoint a successor Administrative Agent as provided for above in this Section 11.06Defaulting Lender. Upon the acceptance of a successor’s its appointment as Administrative Agent (and or Collateral Agent) hereunder, as the case may be, hereunder by a successor, 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 Collateral Agent), and the retiring Administrative Agent (and Collateral 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 11.06)hereunder. The fees payable by the Borrower to a the successor Administrative Agent or Collateral Agent, as applicable, shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative an Agent’s (and Collateral Agent’s) resignation hereunder and under the other Loan Documentshereunder, the provisions of this Article XI and Section 12.03 shall continue in effect for the benefit of such retiring Administrative Agent, Collateral Agent, their its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent it was acting as Administrative Agent or the Collateral Agent was acting Agent, as the Collateral Agentcase may be.

Resignation of Administrative Agent and Collateral Agent. (a) The Administrative Agent or the Collateral Agent may at any time give notice of its resignation (which will also include its resignation as the Collateral Agent) to the Lenders, the Issuing Bank Issuers and the Borrower. Upon receipt of any such notice of resignation, the Majority Requisite Lenders shall have the right, in consultation with (and, absent the occurrence and continuation consent of the Borrower at all times other than during the existence of an Event of Default, approval of) Default (which consent of the BorrowerBorrower shall not be unreasonably withheld or delayed), to appoint a successor, which shall be an institution a Lender or a bank with an office in New Yorkthe United States, or an Affiliate of any such Lender or bank with an office in the United States. If no such successor shall have been so appointed by the Majority Requisite Lenders and shall have 112 accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent or Collateral Agent, as applicable, gives notice of its resignation, then the retiring Administrative Agent or Collateral Agent, as applicable, may on behalf of the Lenders and the Issuing BankIssuers, appoint a successor Administrative Agent (and or Collateral Agent) , as applicable, meeting the qualifications set forth above; provided that if the Administrative Agent or the Collateral 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 (a1) the retiring Administrative Agent or Collateral Agent, as applicable, shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent or the Collateral Agent on behalf of the Lenders or the Issuers under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral of such Agent is appointed) and (b2) 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 by the Borrowerand each Issuer directly, until such time as the Majority Requisite Lenders appoint a successor Administrative Agent as provided for above in this Section 11.0611.6. Upon the acceptance of a successor’s appointment as Administrative Agent (and Collateral 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 Collateral Agent), and the retiring Administrative Agent (and Collateral 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 11.06). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s (and Collateral Agent’s) resignation hereunder and under the other Loan Documents, the provisions of this Article XI and Section 12.03 shall continue in effect for the benefit of such retiring Administrative Agent, Collateral Agent, their sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent or the Collateral Agent was acting as the Collateral Agent.acceptance

Resignation of Administrative Agent and Collateral Agent. The (a) Administrative Agent and Collateral Agent may at any time give notice of its resignation (which will also include its resignation as the Collateral Agent) to the Lenders, the Issuing Bank Banks and the BorrowerBorrower Representative. Upon receipt of any such notice of resignation, the Majority Requisite Lenders shall have the right, in consultation with (and, absent the occurrence and continuation of an Event of Default, approval of) the BorrowerBorrower Representative, to appoint a successor, which shall be an institution a bank with an office in New Yorkthe 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 Majority Requisite Lenders and shall have 112 accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent and Collateral Agent gives notice of its resignationresignation (or such earlier day as shall be agreed by the Requisite Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent and/or Collateral Agent may (but shall not be obligated to), on behalf of the Lenders and the Issuing BankBanks, appoint a successor Administrative Agent (and and/or Collateral Agent) Agent as the case may be, meeting the qualifications set forth above; provided that if the in no event shall any such successor Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person and/or Collateral Agent be a Defaulting Lender. Whether or not a successor has accepted such appointmentbeen appointed, then such resignation shall nonetheless become effective in accordance with such notice and (a) on the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral held by the Collateral Agent on behalf of the Lenders under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral until such time as a successor Collateral Agent is appointed) and (b) 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 by the Borrower, until such time as the Majority Lenders appoint a successor Administrative Agent as provided for above in this Section 11.06. Upon the acceptance of a successor’s appointment as Administrative Agent (and Collateral 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 Collateral Agent), and the retiring Administrative Agent (and Collateral 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 11.06). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s (and Collateral Agent’s) resignation hereunder and under the other Loan Documents, the provisions of this Article XI and Section 12.03 shall continue in effect for the benefit of such retiring Administrative Agent, Collateral Agent, their sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent or the Collateral Agent was acting as the Collateral AgentResignation Effective Date.

Resignation of Administrative Agent and Collateral Agent. (a) The Administrative Agent or the Collateral Agent may at any time give notice of its resignation (which will also include its resignation as the Collateral Agent) to the Lenders, the Issuing Bank Issuers and the Borrower. Upon receipt of any such notice of resignation, the Majority Requisite Lenders shall have the right, in consultation with (and, absent the occurrence and continuation consent of the Borrower at all times other than during the existence of an Event of DefaultDefault (which consent of the Borrower shall not be unreasonably withheld, approval of) the Borrowerconditioned or delayed), to appoint a successor, which shall be an institution a Lender or a bank with an office in New Yorkthe United States, or an Affiliate or branch of any such Lender or bank with an office in the United States. If no such successor shall have been so appointed by the Majority Requisite Lenders and shall have 112 accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent or Collateral Agent, as applicable, gives notice of its resignation, then the retiring Administrative Agent or Collateral Agent, as applicable, may on behalf of the Lenders and the Issuing BankIssuers, appoint a successor Administrative Agent (and or Collateral Agent) , as applicable, meeting the qualifications set forth above; provided that if the Administrative Agent or the Collateral 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 (a1) the retiring Administrative Agent or Collateral Agent, as applicable, shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent or the Collateral Agent on behalf of the Lenders or the Issuers under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral of such Agent is appointed) and (b2) except for any indemnity payments or other amounts then owed to the retiring Administrative Agent or Collateral Agent, as applicable, 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 by the Borrowerand each Issuer directly, until such time as the Majority Requisite Lenders appoint a successor Administrative Agent as provided for above in this Section 11.0611.6. Upon the acceptance of a successor’s appointment as Administrative Agent (and or Collateral Agent, as applicable, hereunder and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Requisite Lenders may request, in order to (i) hereundercontinue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (ii) otherwise ensure that the Collateral and Guarantee Requirement is satisfied, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired), as applicable, Administrative Agent or Collateral Agent (other than any rights to indemnity payments or other amounts owed to the retiring (or retired) Administrative Agent (and or Collateral Agent), and the retiring Administrative Agent (and or Collateral Agent) , as applicable, 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 11.0611.6). 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. After the retiring Administrative Agent’s (and Collateral Agent’s) resignation hereunder and under the other Loan Documents, the provisions of this Article XI and Section 12.03 Sections 12.3, 12.4 and 12.5 shall continue in effect for the benefit of such retiring Administrative Agent, Collateral Agent, their sub-its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them (i) while the retiring Administrative Agent was acting as Administrative Agent or Collateral Agent, as applicable and (ii) after such resignation for as long as any of them continues to act in any capacity hereunder or under the Collateral Agent was other Loan Documents, including (a) acting as collateral agent or otherwise holding any collateral security on behalf of any of the Collateral Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Agent.

Resignation of Administrative Agent and Collateral Agent. The (a) Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 11.06(a), the Administrative Agent may resign at any time give notice of its resignation (which will also include its resignation as by notifying the Collateral Agent) to the Lenders, the Issuing Bank Lenders and the Borrower. Upon receipt of any such notice of resignation, the Majority Lenders shall have the right, in consultation with (and, absent the occurrence and continuation of an Event of Default, approval of) the Borrower, to appoint a successor, which shall be an institution with an office in New York. If no such successor shall have been so appointed by the Majority Lenders and shall have 112 accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent (and Collateral which shall be a bank with an office in the United States, or an Affiliate of any such bank. If no successor Agent has been appointed pursuant to the immediately preceding sentence by the 30th day after the date such notice of resignation was given by such Agent) meeting the qualifications set forth above; provided that if the Administrative Agent , such Agent’s resignation shall notify the Borrower become effective and the Majority Lenders that no qualifying Person has accepted shall thereafter perform all the duties of such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral held by the Collateral Agent on behalf of the Lenders and/or under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral other Credit Document until such time as a successor Collateral Agent is appointed) and (b) all paymentstime, communications and determinations provided to be made byif any, to or through the Administrative Agent shall instead be made by or to each Lender directly by the Borrower, until such time as the Majority Lenders appoint a successor Administrative Agent as provided for above in this Section 11.06Agent. Upon the acceptance of its appointment as Agent hereunder by a successor’s appointment as Administrative Agent (and Collateral 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 Collateral Agent), and the retiring Administrative Agent (and Collateral 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 11.06)hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s (and Collateral Agent’s) resignation hereunder and under the other Loan Documentshereunder, the provisions of this Article XI 11 and Section 12.03 shall continue in effect for the benefit of such retiring Administrative Agent, Collateral Agent, their its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent it was acting as Administrative Agent or the Collateral Agent was acting as the Collateral Agent.

Resignation of Administrative Agent and Collateral Agent. The Administrative Agent may at any time give notice of its resignation (which will also include its resignation as the Collateral Agent) to the Lenders, the Issuing Bank L/C Issuers and the Borrower. Upon receipt of any such notice of resignation, the Majority Required Lenders shall have the right, in consultation with the approval of the Borrower (and, absent the occurrence and continuation of an Event of Default, such approval of) the Borrowernot to be unreasonably withheld), to appoint a successor, which shall be an institution a bank with an office in New Yorkthe 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 Majority Required Lenders and shall have 112 accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the Issuing BankL/C Issuers, appoint a successor Administrative Agent (and Collateral 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 (a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Administrative Agent on behalf of the Lenders or the L/C Issuers under any of the Loan Documents, the retiring Collateral Administrative Agent shall continue to hold such collateral security until such time as a successor Collateral Administrative Agent is appointed) and (b) 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 by the Borrowerand each L/C Issuer directly, until such time as the Majority Required Lenders appoint a successor Administrative Agent as provided for above in this Section 11.069.06. Upon the acceptance of a successor’s appointment as Administrative Agent (and Collateral 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 Collateral Agent), and the retiring Administrative Agent (and Collateral 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 11.069.06). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s (and Collateral Agent’s) resignation hereunder and under the other Loan Documents, the provisions of this Article XI and Section 12.03 10.04 shall continue in effect for the benefit of such retiring Administrative Agent, Collateral Agent, their its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent. Any resignation by Citibank, N.A. as Administrative Agent or the Collateral Agent was acting pursuant to this Section 9.06 shall also constitute its resignation as the L/C Issuer, Swing Line Lender and Collateral Agent. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, Swing Line Lender and Collateral Agent, (ii) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (iii) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.

Resignation of Administrative Agent and Collateral Agent. The Administrative Each Agent may at any time give notice of its resignation (which will also include its resignation as the Collateral Agent) to the Lenders, the Issuing Bank Lenders and the Borrower. Upon receipt of any such notice of resignation, the Majority Required Lenders shall have the right, in consultation with the approval of the Borrower (and, absent the occurrence and continuation of an Event of Default, such approval of) the Borrowernot to be unreasonably withheld), to appoint a successor, which shall be an institution a bank with an office in New Yorkthe 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 Majority Required Lenders and shall have 112 accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the Issuing Bank, appoint a successor Administrative Agent (and Collateral Agent) meeting the qualifications set forth above; provided 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 (a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral 117 such Agent on behalf of the Lenders under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (b) 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 by the Borrowerdirectly, until such time as the Majority Required Lenders appoint a successor Administrative Agent as provided for above in this Section 11.06Section. Upon the acceptance of a successor’s appointment as Administrative Agent (and Collateral 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 Collateral Agent), and the retiring Administrative Agent (and Collateral 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 11.06Section). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s (and Collateral Agent’s) resignation hereunder and under the other Loan Documents, the provisions of this Article XI and Section 12.03 10.04 shall continue in effect for the benefit of such retiring Administrative Agent, Collateral Agent, their its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent or the Collateral Agent was acting as the Collateral Agent.

Resignation of Administrative Agent and Collateral Agent. The (e) Administrative Agent may at any time give notice of its resignation (which will also include its resignation as the Collateral Agent) to the Lenders, the Issuing Bank LC Issuer and the Borrower. Upon receipt of any such notice of resignation, the Majority Required Lenders shall have the right, in consultation with (and, absent the occurrence and continuation of an Event of Default, approval of) the Borrower, to appoint a successor, which shall be an institution a bank with an office in New Yorkthe 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 Majority Required Lenders and shall have 112 accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the Issuing BankLC Issuer, appoint a successor Administrative Agent (and Collateral Agent) meeting the qualifications set forth above; 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 (a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral Collateral held by the Collateral Administrative Agent on behalf of the Lenders or LC Issuer under any of the Loan Documents, the retiring Collateral Administrative Agent shall continue to hold such collateral Collateral until such time as a successor Collateral Administrative Agent is appointed) and (b) 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 by the Borrowerand LC Issuer directly, until such time as the Majority Required Lenders appoint a successor Administrative Agent as provided for above in this Section 11.06Section. Upon the acceptance of a successor’s appointment as Administrative Agent (and Collateral 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 Collateral Agent), and the retiring Administrative Agent (and Collateral 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 11.06Section). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s (and Collateral Agent’s) resignation hereunder and under the other Loan Documents, the provisions of this Article XI and Section 12.03 10.4 shall continue in effect for the benefit of such retiring Administrative Agent, Collateral Agent, their its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent or the Collateral Agent was acting as the Collateral Agent.

Resignation of Administrative Agent and Collateral Agent. (a) The Administrative Agent and Collateral Agent may at any time give notice of its their resignation (which will also include its resignation as the Collateral Agent) to the Lenders, the Issuing Bank Lenders and the Borrower. Upon receipt of any such notice of resignation, the Majority Required Lenders shall have the right, in consultation with the prior written consent of Borrower (and, absent the occurrence and continuation of unless an Event of Default, approval ofDefault specified in Section 11.01(b) the Borrower, or 11.01(c) or an Event of Default specified in Section 11.01(g) or 11.01(h) with respect to Borrower has occurred and is continuing) to appoint a successor, which shall be an institution a bank with an office in New Yorkthe 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 Majority Required Lenders and shall have 112 accepted such appointment within 30 days after the retiring Administrative Agent and Collateral Agent gives notice of its resignationtheir resignation (or such earlier day as shall be agreed by the Required Lenders and Borrower (unless an Event of Default specified in Section 11.01(b) or 11.01(c) or an Event of Default specified in Section 11.01(g) or 11.01(h) with respect to Borrower has occurred and is continuing)) (the “Resignation Effective Date”), then the retiring Administrative Agent and Collateral Agent may (but shall not be obligated to) on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent (and Collateral Agent) Agent meeting the qualifications set forth above; provided that if . Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. (b) If the Person serving as Administrative Agent shall notify and Collateral Agent is a Defaulting Lender pursuant to clause (iii) of the definition thereof, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to Borrower and such Person remove such Person as Administrative Agent and Collateral Agent and, in consultation with Borrower, appoint a successor. If no such successor shall have been so appointed by the Required Lenders that no qualifying Person has and shall have accepted such appointmentappointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such resignation removal shall nonetheless become effective in accordance with such notice and on the Removal Effective Date. (ac) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunder and under the other Loan Credit Documents (except that in the case of any collateral held by the Collateral Agent on behalf of the Lenders under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral until such time as a successor Collateral Agent is appointed) and (b) 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 by the Borrower, until such time as the Majority Lenders appoint a successor Administrative Agent as provided for above in this Section 11.06. Upon the acceptance of a successor’s appointment as Administrative Agent (and Collateral 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 Collateral Agent), and the retiring Administrative Agent (and Collateral 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 11.06). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s (and Collateral Agent’s) resignation hereunder and under the other Loan Documents, the provisions of this Article XI and Section 12.03 shall continue in effect for the benefit of such retiring Administrative Agent, Collateral Agent, their sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent or the Collateral Agent was acting as the Collateral Agent.security held

Resignation of Administrative Agent and Collateral Agent. The Administrative Agent may at any time give notice of its resignation (which will also include its resignation as the Collateral Agent) to the Lenders, the Issuing Bank Lenders and the Borrower. Upon receipt of any such notice of resignation, the Majority Lenders shall have the right, in consultation with (and, absent the occurrence and continuation of an Event of Default, approval of) the Borrower, to appoint a successor, which shall be an institution with an office in New York. If no such successor shall have been so appointed by the Majority Lenders and shall have 112 accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent (and Collateral 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 (a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral held by the Collateral Agent on behalf of the Lenders under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral until such time as a successor Collateral Agent is appointed) and (b) 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 by the Borrower, until such time as the Majority Lenders appoint a successor Administrative Agent as provided for above in this Section 11.06. Upon the acceptance of a successor’s appointment as Administrative Agent (and Collateral 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 Collateral Agent), and the retiring Administrative Agent (and Collateral 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 11.06). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s (and Collateral Agent’s) resignation hereunder and under the other Loan Documents, the provisions of this Article XI and Section 12.03 shall continue in effect for the benefit of such retiring Administrative Agent, Collateral Agent, their sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent or the Collateral Agent was acting as the Collateral Agent.

Resignation of Administrative Agent and Collateral Agent. (a) The Administrative Agent may at any time give notice of its resignation (which will also include its resignation as the Collateral Agent) to the Lenders, the Issuing Bank L/C Issuers and the BorrowerCompany. Upon receipt of any such notice of resignation, the Majority Required Lenders shall have the right, in consultation with (and, absent the occurrence and continuation of an Event of Default, approval of) the BorrowerCompany, to appoint a successor, which shall be an institution a bank with an office in New Yorkthe 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 Majority Required Lenders and shall have 112 accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the Issuing BankL/C Issuers, appoint a successor Administrative Agent (and Collateral Agent) meeting the qualifications set forth above; provided that if the Administrative Agent shall notify the Borrower Company and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral held by the Collateral Agent on behalf of the Lenders under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral until such time as a successor Collateral Agent is appointed) and (b2) 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 by the Borrowerand each L/C Issuer directly, until such time as the Majority Required Lenders appoint a successor Administrative Agent as provided for above in this Section 11.06Section. Upon the acceptance of a successor’s 's appointment as Administrative Agent (and Collateral 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 Collateral Agent), and the retiring Administrative Agent (and Collateral 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 11.06Section). The fees payable by the Borrower Company to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Company and such successor. After the retiring Administrative Agent’s (and Collateral Agent’s) 's resignation hereunder and under the other Loan Documents, the provisions of this Article XI and Section 12.03 10.04 shall continue in effect for the benefit of such retiring Administrative Agent, Collateral Agent, their its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent or the Collateral Agent was acting as the Collateral Agent.