Common use of Resignation of the Administrative Agent Clause in Contracts

Resignation of the Administrative Agent. The Administrative Agent may, at any time upon at least forty-five (45) days’ prior written notice to BAFC, the Servicer, the Guarantor, the Collateral Agent, the Letter of Credit Agent, the Liquidity Banks and the Depositary, and the Administrative Agent will at the direction of the Majority Liquidity Banks, resign as Administrative Agent; provided, however, that, in either case, the resignation of the Administrative Agent shall not be effective until the Majority Liquidity Banks shall have agreed to the appointment of another Liquidity Bank to perform the duties of the Administrative Agent hereunder, such replacement shall have accepted such appointment and the Letter of Credit Agent shall have delivered to the successor Administrative Agent, in exchange for the outstanding Letter of Credit held by the predecessor Administrative Agent, a substitute Letter of Credit in accordance with the terms of Section 2.01(b) of the Letter of Credit Reimbursement Agreement and the Letter of Credit. In the event of such resignation, the Majority Liquidity Banks shall as promptly as practicable appoint a successor agent to replace the Administrative Agent; provided that such successor agent shall be a Liquidity Bank under this Agreement. If the Majority Liquidity Banks have not appointed a successor agent within forty-five (45) days of the Administrative Agent’s resignation notice, the resigning Administrative Agent shall appoint a successor. Notwithstanding the resignation of the Administrative Agent hereunder, the provisions of Section 10.01 hereof shall continue to inure to the benefit of the Administrative Agent in respect of any action taken or omitted to be taken by the Administrative Agent in its capacity as such while it was such under this Agreement.

Resignation of the Administrative Agent. (a) The Administrative Agent may, may at any time upon at least forty-five (45) days’ prior written give notice of its resignation to BAFCthe Lenders and the Borrower. Upon receipt of any such notice of resignation, the ServicerMajority Lenders may, after consultation with the GuarantorBorrower or without consultation with the Borrower if an Event of Default has occurred and is continuing, the Collateral Agent, the Letter of Credit Agent, the Liquidity Banks and the Depositary, and the Administrative Agent will at the direction of the Majority Liquidity Banks, resign as appoint a successor Administrative Agent; provided, however, that, in either case, the resignation of the . If no successor Administrative Agent shall not be effective until have been so appointed by the Majority Liquidity Banks shall have agreed to the appointment of another Liquidity Bank to perform the duties of the Administrative Agent hereunder, such replacement Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders and after consultation with the Borrower, appoint a successor Administrative Agent. Upon the acceptance by any Person of its appointment as a successor Administrative Agent, (a) such Person shall thereupon succeed to and become vested with all the rights, powers, privileges, duties and obligations of the retiring Administrative Agent and the Letter of Credit retiring Administrative Agent shall have delivered be discharged from its duties and obligations as Administrative Agent under the Loan Documents and (b) the retiring Administrative Agent shall promptly transfer all Collateral within its possession or control to the possession or control of the successor Administrative Agent and shall execute and deliver such notices, instructions and assignments as may be necessary or desirable to transfer the rights of the Administrative Agent with respect to the Collateral to the successor Administrative Agent, in exchange for the outstanding Letter of Credit held by the predecessor Administrative Agent, a substitute Letter of Credit in accordance with the terms of Section 2.01(b) of the Letter of Credit Reimbursement Agreement and the Letter of Credit. In the event of such resignation, the Majority Liquidity Banks shall as promptly as practicable appoint a successor agent to replace the Administrative Agent; provided that such successor agent shall be a Liquidity Bank under this Agreement. If the Majority Liquidity Banks have not appointed a successor agent within forty-five (45) days of the Administrative Agent’s resignation notice, the resigning Administrative Agent shall appoint a successor. Notwithstanding After any the resignation of the any Administrative Agent hereunderas Administrative Agent, the provisions of Section 10.01 hereof this Article 7 shall continue to inure to the in effect for its benefit of the Administrative Agent in respect of any action actions taken or omitted to be taken by the Administrative Agent in its capacity as such it while it was such under this Agreementacting as the Administrative Agent.

Resignation of the Administrative Agent. The Administrative Agent may, at any time upon at least forty-five (45) days’ prior written notice to BAFC, the Servicer, the Guarantor, the Collateral Agent, the Letter of Credit Agent, the Liquidity Banks and the Depositary, and the Administrative Agent will at the direction of the Majority Liquidity Banks, resign as Administrative Agent; provided, however, that, in either case, the resignation of the Administrative Agent shall not be effective until the Majority Liquidity Banks shall have agreed to the appointment of another Liquidity Bank to perform the duties of the Administrative Agent hereunder, such replacement shall have accepted such appointment and the Letter of Credit Agent shall have delivered to the successor Administrative Agent, in exchange for the outstanding Letter of Credit held by the predecessor Administrative Agent, a substitute Letter of Credit in accordance with the terms of Section 2.01(b) of the Letter of Credit Reimbursement Agreement and the Letter of Credit. In the event of such resignation, the Majority Liquidity Banks shall as promptly as practicable appoint a successor agent to replace the Administrative Agent; provided that such successor agent shall be a Liquidity Bank under this Agreement. If the Majority Liquidity Banks have not appointed a successor agent within forty-five (45) days of the Administrative Agent’s resignation notice, the resigning Administrative Agent shall appoint a successor. Notwithstanding the resignation of the Administrative Agent hereunder, the provisions of Section 10.01 hereof shall continue to inure to the benefit of the Administrative Agent in respect of any action taken or omitted to be taken by the Administrative Agent in its capacity as such while it was such under this Agreement.

Resignation of the Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent mayas provided in this Section 11.06, the Administrative Agent may resign at any time upon at least forty-five (45) days’ prior written notice to BAFCby notifying the Lenders, the ServicerIssuing Bank and the Borrower. Upon any such resignation, the GuarantorMajority Lenders shall have the right, subject, if no Event of Default exists, to the Collateral Agent, the Letter of Credit Agent, the Liquidity Banks and the Depositary, and the Administrative Agent will at the direction consent of the Majority Liquidity BanksBorrower, resign as Administrative Agent; provided, however, that, in either case, the resignation of the Administrative Agent to appoint a successor. If no successor shall not be effective until have been so appointed by the Majority Liquidity Banks shall have agreed to the appointment of another Liquidity Bank to perform the duties of the Administrative Agent hereunder, such replacement Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Letter of Credit Agent shall have delivered to the Issuing Bank, appoint a successor Administrative Agent. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, in exchange for such successor shall succeed to and become vested with all the outstanding Letter rights, powers, privileges and duties of Credit held by the predecessor retiring Administrative Agent, a substitute Letter of Credit in accordance with the terms of Section 2.01(b) of the Letter of Credit Reimbursement Agreement and the Letter of Creditretiring Administrative Agent shall be discharged from its duties and obligations hereunder. In The fees payable by the event of such resignation, the Majority Liquidity Banks shall as promptly as practicable appoint Borrower to a successor agent to replace the Administrative Agent; provided that such successor agent Agent shall be a Liquidity Bank under this Agreementthe same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. If the Majority Liquidity Banks have not appointed a successor agent within forty-five (45) days of After the Administrative Agent’s resignation notice, the resigning Administrative Agent shall appoint a successor. Notwithstanding the resignation of the Administrative Agent hereunder, the provisions of this ARTICLE XI and Section 10.01 hereof 12.03 shall continue to inure to in effect for the benefit of the such retiring Administrative Agent Agent, its sub-agents and their respective Related Parties in respect of any action actions taken or omitted to be taken by the Administrative Agent in its capacity as such any of them while it was such under this Agreementacting as Administrative Agent.

Resignation of the Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent as provided below, the Administrative Agent may, with the prior written consent of the Borrower (such consent not to be unreasonably withheld), resign at any time upon at least forty-five (45) days’ prior by giving written notice thereof to BAFC, the Servicer, the Guarantor, the Collateral Agent, the Letter of Credit Agent, the Liquidity Banks Lenders and the Depositary, and the Administrative Agent will at the direction of the Majority Liquidity Banks, resign as Administrative Agent; provided, however, that, in either case, the Borrower. Upon any such resignation of the Administrative Agent, the Required Lenders shall have the right to appoint, with the consent of the Borrower (such consent not to be unreasonably withheld), a successor Administrative Agent. If no successor Administrative Agent shall not be effective until have been so appointed by the Majority Liquidity Banks shall have agreed to the appointment of another Liquidity Bank to perform the duties of the Administrative Agent hereunderRequired Lenders, such replacement and shall have accepted such appointment and appointment, within thirty (30) days after the Letter retiring Administrative Agent’s giving of Credit notice of resignation, then the retiring Administrative Agent shall have delivered to may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a commercial bank, or an Affiliate of a commercial bank, having an office in exchange for the outstanding Letter United States of Credit held America and having a combined capital and surplus of at least $200,000,000. Upon the acceptance of its appointment as Administrative Agent hereunder by the predecessor a successor Administrative Agent, a substitute Letter of Credit in accordance such successor Administrative Agent shall thereupon succeed to and become vested with all the terms of Section 2.01(b) rights and duties of the Letter of Credit Reimbursement Agreement retiring Administrative Agent, and the Letter of Credit. In the event of such resignation, the Majority Liquidity Banks shall as promptly as practicable appoint a successor agent to replace the retiring Administrative Agent; provided that such successor agent Agent shall be a Liquidity Bank discharged from its duties and obligations hereunder and under this Agreementthe other Loan Documents. If the Majority Liquidity Banks have not appointed a successor agent within forty-five (45) days of the After any retiring Administrative Agent’s resignation notice, the resigning hereunder as Administrative Agent shall appoint a successor. Notwithstanding the resignation of the Administrative Agent hereunderAgent, the provisions of this Section 10.01 hereof 11 shall continue to inure to the its benefit of the Administrative Agent in respect of as to any action actions taken or omitted to be taken by the Administrative Agent in its capacity as such it while it was such under this AgreementAdministrative Agent.

Resignation of the Administrative Agent. (a) The Administrative Agent may, may resign from the performance of all its functions and duties hereunder and/or under the other Credit Documents at any time upon at least forty-five (45) days’ by giving 20 Business Days' prior written notice to BAFCthe Borrower and 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. (b) Upon any such notice of resignation, the Servicer, the Guarantor, the Collateral Agent, the Letter of Credit Agent, the Liquidity Banks and the Depositary, and the Required Lenders shall appoint a successor Administrative Agent will at hereunder or thereunder who shall be a commercial bank or trust company reasonably acceptable to the direction of the Majority Liquidity Banks, resign as Administrative Agent; provided, however, that, in either case, the resignation of the Borrower. (c) If a successor Administrative Agent shall not have been so appointed within such 20 Business Day period, the Administrative Agent, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed), shall then appoint a successor Administrative Agent 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 20th Business Day after the date such notice of resignation was given by the Administrative Agent, the Administrative Agent's resignation shall become effective until and the Majority Liquidity Banks Required Lenders shall have agreed to the appointment of another Liquidity Bank to thereafter perform all the duties of the Administrative Agent hereunderhereunder and/or under any other Credit Document until such time, such replacement shall have accepted such appointment and if any, as the Letter of Credit Agent shall have delivered to the successor Administrative Agent, in exchange for the outstanding Letter of Credit held by the predecessor Administrative Agent, a substitute Letter of Credit in accordance with the terms of Section 2.01(b) of the Letter of Credit Reimbursement Agreement and the Letter of Credit. In the event of such resignation, the Majority Liquidity Banks shall as promptly as practicable Lenders appoint a successor agent to replace the Administrative Agent; provided that such successor agent shall be a Liquidity Bank under this Agreement. If the Majority Liquidity Banks have not appointed a successor agent within forty-five (45) days of the Administrative Agent’s resignation notice, the resigning Administrative Agent shall appoint a successor. Notwithstanding the resignation of the Administrative Agent hereunder, the provisions of Section 10.01 hereof shall continue to inure to the benefit of the Administrative Agent in respect of any action taken or omitted to be taken by the Administrative Agent in its capacity as such while it was such under this Agreementprovided above.

Resignation of the Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent as provided below, the Administrative Agent may, with the prior written consent of the Borrower (such consent not to be unreasonably withheld), resign at any time upon at least forty-five (45) days’ prior by giving written notice thereof to BAFC, the Servicer, the Guarantor, the Collateral Agent, the Letter of Credit Agent, the Liquidity Banks Lenders and the Depositary, and the Administrative Agent will at the direction of the Majority Liquidity Banks, resign as Administrative Agent; provided, however, that, in either case, the Borrower. Upon any such resignation of the Administrative Agent, the Required Lenders shall have the right to appoint, with the consent of the Borrower (such consent not to be unreasonably withheld), a successor Administrative Agent. If no successor Administrative Agent shall not be effective until have been so appointed by the Majority Liquidity Banks shall have agreed to the appointment of another Liquidity Bank to perform the duties of the Administrative Agent hereunderRequired Xxxxxxx, such replacement and shall have accepted such appointment and appointment, within thirty (30) days after the Letter retiring Administrative Agent’s giving of Credit notice of resignation, then the retiring Administrative Agent shall have delivered to may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a commercial bank, or an Affiliate of a commercial bank, having an office in exchange for the outstanding Letter United States of Credit held America and having a combined capital and surplus of at least $200,000,000. Upon the acceptance of its appointment as Administrative Agent hereunder by the predecessor a successor Administrative Agent, a substitute Letter of Credit in accordance such successor Administrative Agent shall thereupon succeed to and become vested with all the terms of Section 2.01(b) rights and duties of the Letter of Credit Reimbursement Agreement retiring Administrative Agent, and the Letter of Credit. In the event of such resignation, the Majority Liquidity Banks shall as promptly as practicable appoint a successor agent to replace the retiring Administrative Agent; provided that such successor agent Agent shall be a Liquidity Bank discharged from its duties and obligations hereunder and under this Agreementthe other Loan Documents. If the Majority Liquidity Banks have not appointed a successor agent within forty-five (45) days of the After any retiring Administrative Agent’s resignation notice, the resigning hereunder as Administrative Agent shall appoint a successor. Notwithstanding the resignation of the Administrative Agent hereunderAgent, the provisions of this Section 10.01 hereof 11 shall continue to inure to the its benefit of the Administrative Agent in respect of as to any action actions taken or omitted to be taken by the Administrative Agent in its capacity as such it while it was such under this AgreementAdministrative Agent.

Resignation of the Administrative Agent. (a) The Administrative Agent may, at any time upon at least forty-five (45) days’ prior written may resign and appoint one of its Affiliates acting through an office in the European Union as successor by giving notice to BAFC, the Servicer, the Guarantor, the Collateral Agent, the Letter of Credit Agent, the Liquidity Banks other Finance Parties and the Depositary, and Parent. (b) Alternatively the Administrative Agent will at may resign by giving notice to the direction of other Finance Parties and the Parent, in which case the Majority Liquidity Banks, resign as Administrative Agent; provided, however, that, in either case, Participating Creditors (after consultation with the resignation of the Administrative Agent shall not be effective until the Majority Liquidity Banks shall have agreed to the appointment of another Liquidity Bank to perform the duties of the Administrative Agent hereunder, such replacement shall have accepted such appointment and the Letter of Credit Agent shall have delivered to the Parent) may appoint a successor Administrative Agent, in exchange for the outstanding Letter of Credit held by the predecessor Administrative Agent, a substitute Letter of Credit in accordance with the terms of Section 2.01(b. (c) of the Letter of Credit Reimbursement Agreement and the Letter of Credit. In the event of such resignation, the Majority Liquidity Banks shall as promptly as practicable appoint a successor agent to replace the Administrative Agent; provided that such successor agent shall be a Liquidity Bank under this Agreement. If the Majority Liquidity Banks Participating Creditors have not appointed a successor agent Administrative Agent in accordance with paragraph (b) above within forty-five 30 days after notice of resignation was given, the Administrative Agent (45after consultation with the Parent) days may appoint a successor Administrative Agent (acting through an office in the European Union). (d) The retiring Administrative Agent shall, at its own cost, make available to the successor Administrative Agent such documents and records and provide such assistance as the successor Administrative Agent may reasonably request for the purposes of performing its functions as Administrative Agent under the New Finance Documents. (e) The Administrative Agent’s resignation noticenotice shall only take effect upon the appointment of a successor. (f) Upon the appointment of a successor, the resigning retiring Administrative Agent shall appoint a successor. Notwithstanding the resignation be discharged from any further obligation in respect of the Administrative Agent hereunder, the provisions of Section 10.01 hereof New Finance Documents but shall continue to inure remain entitled to the benefit of this Clause 29.12. Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (g) After consultation with the Parent, the Majority Participating Creditors may, by notice to the Administrative Agent, require it to resign in accordance with paragraph (b) above. In this event, the Administrative Agent shall resign in respect of any action taken or omitted to be taken by the Administrative Agent in its capacity as such while it was such under this Agreementaccordance with paragraph (b) above.

Resignation of the Administrative Agent. The Administrative Agent may, may at any time upon at least forty-five (45) days’ prior written give notice of its resignation to BAFC, the Servicer, the Guarantor, the Collateral Agent, the Letter of Credit Agent, the Liquidity Banks and the DepositaryBorrower. Upon receipt of any such notice of resignation, and the Administrative Agent will at Required Banks may, after consultation with the direction of the Majority Liquidity BanksBorrower, resign as appoint a successor Administrative Agent; provided, however, that, in either case, the resignation of the . If no successor Administrative Agent shall not be effective until have been so appointed by the Majority Liquidity Required Banks shall have agreed to the appointment of another Liquidity Bank to perform the duties of the Administrative Agent hereunder, such replacement and shall have accepted such appointment within 30 days after the resigning Administrative Agent's giving of notice of resignation, then the resigning Administrative Agent may, on behalf of the Banks and after consultation with the Borrower, appoint a successor Administrative Agent. Upon the acceptance by any Person of its appointment as a successor Administrative Agent, (a) such Person shall thereupon succeed to and become vested with all the rights, powers, privileges, duties and obligations of the resigning Administrative Agent and the Letter of Credit resigning Administrative Agent shall have delivered be discharged from its duties and obligations as Administrative Agent under the Loan Documents and (b) the resigning Administrative Agent shall promptly transfer all Collateral within its possession or control to the possession or control of the successor Administrative Agent and shall execute and deliver such notices, instructions and assignments as may be necessary or desirable to transfer the rights of the Administrative Agent with respect to the Collateral to the successor Administrative Agent, in exchange for the outstanding Letter of Credit held by the predecessor . After any resigning Administrative Agent, a substitute Letter of Credit in accordance with the terms of Section 2.01(b) of the Letter of Credit Reimbursement Agreement and the Letter of Credit. In the event of such resignation, the Majority Liquidity Banks shall 's resignation as promptly as practicable appoint a successor agent to replace the Administrative Agent; provided that such successor agent shall be a Liquidity Bank under this Agreement. If the Majority Liquidity Banks have not appointed a successor agent within forty-five (45) days of the Administrative Agent’s resignation notice, the resigning Administrative Agent shall appoint a successor. Notwithstanding the resignation of the Administrative Agent hereunder, the provisions of Section 10.01 hereof this Article 8 shall continue to inure to the in effect for its benefit of the Administrative Agent in respect of any action actions taken or omitted to be taken by the Administrative Agent in its capacity as such it while it was such under this Agreementacting as the Administrative Agent.

Resignation of the Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent mayas provided below, the Administrative Agent may resign at any time upon at least forty-five (45) days’ prior written by giving notice thereof to BAFC, the Servicer, the Guarantor, the Collateral Agent, the Letter of Credit Agent, the Liquidity Banks and the DepositaryBorrower. Upon receipt of any such notice of resignation, and the Administrative Agent will at Required Banks may, with the direction consent of the Majority Liquidity BanksBorrower (which consent shall not be unreasonably withheld), resign appoint any bank or financial institution as the successor Administrative Agent; provided, however, that, in either case, the resignation of the . If no successor Administrative Agent shall not be effective until have been so appointed by the Majority Liquidity Required Banks shall have agreed to the appointment of another Liquidity Bank to perform the duties of the Administrative Agent hereunder, such replacement and shall have accepted such appointment within 30 days after the retiring Administrative Agent's giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Banks and with the Letter consent of Credit Agent the Borrower (which consent shall have delivered to not be unreasonably withheld), appoint any bank or financial institution as the successor Administrative Agent, in exchange for . Upon the outstanding Letter acceptance by any Person of Credit held by the predecessor its appointment as a successor Administrative Agent, a substitute Letter of Credit in accordance such Person shall thereupon succeed to and become vested with all the terms of Section 2.01(b) rights, powers, privileges, duties and obligations of the Letter of Credit Reimbursement Agreement retiring Administrative Agent and the Letter of Credit. In the event of such resignation, the Majority Liquidity Banks shall as promptly as practicable appoint a successor agent to replace the Administrative Agent; provided that such successor agent shall be a Liquidity Bank under this Agreement. If the Majority Liquidity Banks have not appointed a successor agent within forty-five (45) days of the Administrative Agent’s resignation notice, the resigning retiring Administrative Agent shall appoint a successor. Notwithstanding the resignation of the be discharged from its duties and obligations as Administrative Agent hereunderunder the Loan Documents. After any retiring Administrative Agent's resignation as Administrative Agent, the provisions of Section 10.01 hereof this Article 8 shall continue to inure to the in effect for its benefit of the Administrative Agent in respect of any action actions taken or omitted to be taken by the Administrative Agent in its capacity as such it while it was such under this Agreementacting as the Administrative Agent.

Resignation of the Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent mayas provided in this Section 11.06, the Administrative Agent may resign at any time upon at least forty-five (45) days’ prior written notice to BAFCby notifying the Lenders, the ServicerIssuing Bank and the Borrower. Upon any such resignation, the GuarantorMajority Lenders shall have the right, subject, if no Event of Default exists, to the Collateral Agent, the Letter of Credit Agent, the Liquidity Banks and the Depositary, and the Administrative Agent will at the direction consent of the Majority Liquidity BanksBorrower, resign as Administrative Agent; provided, however, that, in either case, the resignation of the Administrative Agent to appoint a successor. If no successor shall not be effective until have been so appointed by the Majority Liquidity Banks shall have agreed to the appointment of another Liquidity Bank to perform the duties of the Administrative Agent hereunder, such replacement Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Letter of Credit Agent shall have delivered to the Issuing Bank, appoint a successor Administrative Agent. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, in exchange for such successor shall succeed to and become vested with all the outstanding Letter rights, powers, privileges and duties of Credit held by the predecessor retiring Administrative Agent, a substitute Letter of Credit in accordance with the terms of Section 2.01(b) of the Letter of Credit Reimbursement Agreement and the Letter of Creditretiring Administrative Agent shall be discharged from its duties and obligations hereunder. In The fees payable by the event of such resignation, the Majority Liquidity Banks shall as promptly as practicable appoint Borrower to a successor agent to replace the Administrative Agent; provided that such successor agent Agent shall be a Liquidity Bank under this Agreementthe same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. If the Majority Liquidity Banks have not appointed a successor agent within forty-five (45) days of After the Administrative Agent’s resignation notice, the resigning Administrative Agent shall appoint a successor. Notwithstanding the resignation of the Administrative Agent hereunder, the provisions of this Article XI and Section 10.01 hereof 12.03 shall continue to inure to in effect for the benefit of the such retiring Administrative Agent Agent, its sub-agents and their respective Related Parties in respect of any action actions taken or omitted to be taken by the Administrative Agent in its capacity as such any of them while it was such under this Agreementacting as Administrative Agent.

Resignation of the Administrative Agent. The Administrative Agent may, at At any time upon at least forty-five (45) days’ not less than 30 days prior written notice to BAFC, the Servicer, the Guarantor, the Collateral Agent, the Letter of Credit Agent, the Liquidity Banks Lenders and the DepositaryBorrower, and the Administrative Agent will at may resign as the direction “the Administrative Agent” hereunder (in the sole and absolute discretion of the Majority Liquidity Banks, resign as Administrative Agent; provided). If the Administrative Agent delivers any such notice, however, thatthe Majority Lenders shall have the right, in either caseconsultation with the Borrower, to appoint a successor, which shall be (i) a Lender holding at least thirty percent (30%) of the outstanding principal amount of the Loans or any Affiliate thereof or (ii) any other financial institution consented to by the Borrower (provided that the consent of the Borrower shall not be required to the extent an Event of Default has occurred and is continuing). If a successor Administrative Agent has not been appointed on or before the effectiveness of the resignation of the resigning Administrative Agent (or such earlier date as shall be agreed by the Majority Lenders) (the “Resignation Effective Date”), then the resigning Administrative Agent may (but shall not be effective until the Majority Liquidity Banks shall have agreed to the appointment of another Liquidity Bank to perform the duties obligated to), on behalf of the Administrative Agent hereunderLenders, such replacement shall have accepted such appointment and the Letter of Credit Agent shall have delivered to appoint any Person reasonably chosen by it as the successor Administrative Agent, in exchange for the outstanding Letter of Credit held by the predecessor Administrative Agent, a substitute Letter of Credit in accordance with the terms of Section 2.01(b) of the Letter of Credit Reimbursement Agreement and the Letter of Credit. In the event of such resignation, notwithstanding whether the Majority Liquidity Banks shall as promptly as practicable appoint a successor agent to replace the Administrative Agent; provided that such successor agent shall be a Liquidity Bank under this Agreement. If the Majority Liquidity Banks Lxxxxxx have not appointed a successor agent within forty-five (45) days of or the Administrative Agent’s resignation notice, the resigning Administrative Agent shall appoint a Borrower has consented to such successor. Notwithstanding Whether or not a successor has been appointed, such resignation shall become effective on the resignation of the Administrative Agent hereunder, the provisions of Section 10.01 hereof shall continue to inure to the benefit of the Administrative Agent in respect of any action taken or omitted to be taken by the Administrative Agent in its capacity as such while it was such under this AgreementResignation Effective Date.

Resignation of the Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent mayas provided in this Section 9.08, the Administrative Agent may resign at any time upon at least forty-five (45) days’ prior written notice to BAFCby notifying the Lenders and the Company. Upon any such resignation, the ServicerRequired Lenders shall have the right, with the Guarantorapproval of the Company provided no Default or Event of Default shall have occurred and then be continuing, the Collateral Agentsuch approval not to be unreasonably withheld, the Letter of Credit Agentdelayed or conditioned, the Liquidity Banks and the Depositary, and to appoint a successor to the Administrative Agent will at Agent. If no successor shall have been so appointed by the direction Required Lenders (with the approval of the Majority Liquidity Banks, resign as Administrative Agent; provided, however, that, in either case, the resignation of the Administrative Agent shall not be effective until the Majority Liquidity Banks shall have agreed to the appointment of another Liquidity Bank to perform the duties of the Administrative Agent hereunder, such replacement Company) and shall have accepted such appointment within 30 days after the resigning Administrative Agent gives notice of its resignation, then the resigning Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank of similar standing with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the Letter rights, powers, privileges and duties of Credit Agent shall have delivered to the successor resigning Administrative Agent, in exchange for and the outstanding Letter resigning Administrative Agent shall be discharged from its duties and obligations hereunder as of Credit held such date. The fees payable by the predecessor Administrative Agent, a substitute Letter of Credit in accordance with the terms of Section 2.01(b) of the Letter of Credit Reimbursement Agreement and the Letter of Credit. In the event of such resignation, the Majority Liquidity Banks shall as promptly as practicable appoint Company to a successor agent to replace the Administrative Agent; provided that such successor agent Agent shall be a Liquidity Bank under this Agreementthe same as those payable to its predecessor unless otherwise agreed between the Company and such successor. If the Majority Liquidity Banks have not appointed a successor agent within forty-five (45) days of After the Administrative Agent’s resignation notice, the resigning Administrative Agent shall appoint a successor. Notwithstanding the resignation of the Administrative Agent hereunder, the provisions of this Article and Section 10.01 10.03 hereof shall continue to inure to in effect for the benefit of the such resigning Administrative Agent in respect of any action actions taken or omitted to be taken by the Administrative Agent in its capacity as such it while it was such under this Agreementacting as the Administrative Agent.

Resignation of the Administrative Agent. The Successor -------------------------------------------------- Administrative Agent. -------------------- Subject to the appointment and acceptance of a successor as provided below, the Administrative Agent may, may resign at any time upon or, at the request of the Required Lenders, shall resign, by giving notice thereof to the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent, which successor shall have minimum capital and surplus of at least forty-five (45) days’ prior written notice to BAFC, the Servicer, the Guarantor, the Collateral Agent, the Letter of Credit Agent, the Liquidity Banks and the Depositary, and the Administrative Agent will at the direction of the Majority Liquidity Banks, resign as Administrative Agent; provided, however, that, in either case, the resignation of the $500,000,000. If no successor Administrative Agent shall not be effective until have been so appointed by the Majority Liquidity Banks shall have agreed to the appointment of another Liquidity Bank to perform the duties of the Administrative Agent hereunder, such replacement Required Lenders and shall have accepted such appointment and within thirty (30) days after the Letter Administrative Agent's giving of Credit notice of resignation, then the Administrative Agent shall have delivered to may, on behalf of the Lenders, appoint a successor Administrative Agent, in exchange for which successor shall have minimum capital and surplus of at least $500,000,000. Upon the outstanding Letter acceptance of Credit held any appointment as Administrative Agent hereunder by the predecessor a successor Administrative Agent, a substitute Letter of Credit in accordance with the terms of Section 2.01(b) of the Letter of Credit Reimbursement Agreement and the Letter of Credit. In the event of such resignation, the Majority Liquidity Banks shall as promptly as practicable appoint a successor agent to replace the Administrative Agent; provided that such successor agent shall be a Liquidity Bank under this Agreement. If the Majority Liquidity Banks have not appointed a successor agent within forty-five (45) days of the Administrative Agent’s resignation notice, the resigning Administrative Agent shall appoint a successor. Notwithstanding the resignation thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, the provisions of this Section 10.01 hereof 12.09 shall continue to inure to the in effect for its benefit of the Administrative Agent in ------------- respect of any action actions taken or omitted to be taken by the Administrative Agent in its capacity as such it while it was such under this Agreementacting as Administrative Agent.

Resignation of the Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent as provided below, the Administrative Agent may, with the prior written consent of the Borrower (such consent not to be unreasonably withheld), resign at any time upon at least forty-five (45) days’ prior by giving written notice thereof to BAFC, the Servicer, the Guarantor, the Collateral Agent, the Letter of Credit Agent, the Liquidity Banks Lenders and the Depositary, and the Administrative Agent will at the direction of the Majority Liquidity Banks, resign as Administrative Agent; provided, however, that, in either case, the Borrower. Upon any such resignation of the Administrative Agent, the Required Lenders shall have the right to appoint, with the consent of the Borrower (such consent not to be unreasonably withheld), a successor Administrative Agent. If no successor Administrative Agent shall not be effective until have been so appointed by the Majority Liquidity Banks shall have agreed to the appointment of another Liquidity Bank to perform the duties of the Administrative Agent hereunderRequired Xxxxxxx, such replacement and shall have accepted such appointment and appointment, within thirty (30) days after the Letter retiring Administrative Agent’s giving of Credit notice of resignation, then the retiring Administrative Agent shall have delivered to may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a commercial bank, or an Affiliate of a commercial bank, having an office in exchange for the outstanding Letter United States of Credit held America and having a combined capital and surplus of at least $200,000,000. Upon the acceptance of its appointment as Administrative Agent hereunder by the predecessor a successor Administrative Agent, a substitute Letter of Credit in accordance such successor Administrative Agent shall thereupon succeed to and become vested with all the terms of Section 2.01(b) rights and duties of the Letter of Credit Reimbursement Agreement retiring Administrative Agent, and the Letter of Credit. In the event of such resignation, the Majority Liquidity Banks shall as promptly as practicable appoint a successor agent to replace the retiring Administrative Agent; provided that such successor agent Agent shall be a Liquidity Bank discharged from its duties and obligations hereunder and under this Agreementthe other Loan Documents. If the Majority Liquidity Banks have not appointed a successor agent within forty-five (45) days of the After any retiring Administrative Agent’s resignation notice, the resigning hereunder as Administrative Agent shall appoint a successor. Notwithstanding the resignation of the Administrative Agent hereunderAgent, the provisions of this Section 10.01 hereof 11 shall continue to inure to the its benefit of the Administrative Agent in respect of as to any action actions taken or omitted to be taken by the Administrative Agent in its capacity as such it while it was such under this Agreement.Administrative Agent. 63

Resignation of the Administrative Agent. Successor -------------------------------------------------- Administrative Agent. (a) The Administrative Agent may, at any time may resign as the -------------------- Administrative Agent upon at least forty-five (45) 20 days’ prior written ' notice to BAFC, the Servicer, the Guarantor, the Collateral Agent, the Letter of Credit Agent, the Liquidity Banks and the Depositary, and the Administrative Agent will at the direction of the Majority Liquidity Banks, resign as Administrative Agent; provided, however, that, in either case, . Upon the resignation of the Administrative Agent shall not be effective until Agent, the Majority Liquidity Required Banks shall have agreed appoint from among the Banks a successor Administrative Agent which is a bank or a trust company for the Banks subject to prior approval by each Borrower (such approval not to be unreasonably withheld), whereupon such successor agent shall succeed to the appointment of another Liquidity Bank to perform the rights, powers and duties of the Administrative Agent hereunderAgent, such replacement shall have accepted such appointment and the Letter of Credit Agent shall have delivered to the successor term "Administrative Agent, in exchange for the outstanding Letter of Credit held by the predecessor Administrative Agent, a substitute Letter of Credit in accordance with the terms of Section 2.01(b) of the Letter of Credit Reimbursement Agreement and the Letter of Credit. In the event of such resignation, the Majority Liquidity Banks " shall as promptly as practicable appoint a successor agent to replace the Administrative Agent; provided that include such successor agent effective upon its appointment, and the resigning Administrative Agent's rights, powers and duties as the Administrative Agent shall be a Liquidity Bank under terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement. If the Majority Liquidity Banks have not appointed a successor agent within forty-five (45) days of the Administrative Agent’s resignation notice, the resigning Administrative Agent shall appoint a successor. Notwithstanding After the resignation of the Administrative Agent hereunder, the provisions of this Section 10.01 hereof 11 shall continue to inure to the its benefit of the Administrative Agent in respect of as to any action actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. In the event no successor Administrative Agent has been appointed by the end of such 20 day period, the resignation of the Administrative Agent in its capacity as such while it was such under this Agreementshall become effective and the Required Banks shall perform the duties of the Administrative Agent until a successor Administrative Agent is appointed.

Resignation of the Administrative Agent. The Successor -------------------------------------------------- Administrative Agent. Subject to the appointment and acceptance of a successor -------------------- as provided below, the Administrative Agent may, may resign at any time upon by giving notice thereof to the Lenders and the Borrower. Upon any such resignation, the Required Lenders, with the approval of the Borrower so long as no Default or Event of Default has occurred and is continuing, shall have the right to appoint a successor Administrative Agent, which successor shall have minimum capital and surplus of at least forty-five (45) days’ prior written notice to BAFC, the Servicer, the Guarantor, the Collateral Agent, the Letter of Credit Agent, the Liquidity Banks and the Depositary, and the Administrative Agent will at the direction of the Majority Liquidity Banks, resign as Administrative Agent; provided, however, that, in either case, the resignation of the $500,000,000. If no successor Administrative Agent shall not be effective until have been so appointed by the Majority Liquidity Banks shall have agreed to the appointment of another Liquidity Bank to perform the duties of the Administrative Agent hereunder, such replacement Required Lenders and shall have accepted such appointment and within thirty (30) days after the Letter Administrative Agent's giving of Credit notice of resignation, then the Administrative Agent shall have delivered to may, on behalf of the Lenders, appoint a successor Administrative Agent, in exchange for which successor shall have minimum capital and surplus of at least $500,000,000. Upon the outstanding Letter acceptance of Credit held any appointment as Administrative Agent hereunder by the predecessor a successor Administrative Agent, a substitute Letter of Credit in accordance with the terms of Section 2.01(b) of the Letter of Credit Reimbursement Agreement and the Letter of Credit. In the event of such resignation, the Majority Liquidity Banks shall as promptly as practicable appoint a successor agent to replace the Administrative Agent; provided that such successor agent shall be a Liquidity Bank under this Agreement. If the Majority Liquidity Banks have not appointed a successor agent within forty-five (45) days of the Administrative Agent’s resignation notice, the resigning Administrative Agent shall appoint a successor. Notwithstanding the resignation thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, the provisions of this Section 10.01 hereof 13 shall continue in effect for its benefit with respect to inure to the benefit of the Administrative Agent in respect of any action actions taken or omitted to be taken by the Administrative Agent in its capacity as such it while it was such under this Agreementacting as Administrative Agent.

Resignation of the Administrative Agent. The Successor -------------------------------------------------- Administrative Agent. Subject to the appointment and acceptance of a successor -------------------- as provided below, the Administrative Agent may, may resign at any time upon by giving thirty (30) days prior notice thereof to the Lenders and the Borrowers. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent, which successor shall have minimum capital and surplus of at least forty-five (45) days’ prior written notice to BAFC, the Servicer, the Guarantor, the Collateral Agent, the Letter of Credit Agent, the Liquidity Banks and the Depositary, and the Administrative Agent will at the direction of the Majority Liquidity Banks, resign as Administrative Agent; provided, however, that, in either case, the resignation of the $500,000,000. If no successor Administrative Agent shall not be effective until have been so appointed by the Majority Liquidity Banks shall have agreed to the appointment of another Liquidity Bank to perform the duties of the Administrative Agent hereunder, such replacement Required Lenders and shall have accepted such appointment and within thirty (30) days after the Letter Administrative Agent's giving of Credit notice of resignation, then the Administrative Agent shall have delivered to may, on behalf of the Lenders, appoint a successor Administrative Agent, in exchange for which successor shall have minimum capital and surplus of at least $500,000,000. Upon the outstanding Letter acceptance of Credit held any appointment as Administrative Agent hereunder by the predecessor a successor Administrative Agent, a substitute Letter of Credit in accordance with the terms of Section 2.01(b) of the Letter of Credit Reimbursement Agreement and the Letter of Credit. In the event of such resignation, the Majority Liquidity Banks shall as promptly as practicable appoint a successor agent to replace the Administrative Agent; provided that such successor agent shall be a Liquidity Bank under this Agreement. If the Majority Liquidity Banks have not appointed a successor agent within forty-five (45) days of the Administrative Agent’s resignation notice, the resigning Administrative Agent shall appoint a successor. Notwithstanding the resignation thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, the provisions of this Section 10.01 hereof 13.9 shall continue to inure to the in effect for its benefit of the Administrative Agent in respect of any action actions taken or omitted to be taken by the Administrative Agent in its capacity as such it while it was such under this Agreementacting as Administrative Agent.

Resignation of the Administrative Agent. The Administrative Agent mayAgent, or any agent or agents hereafter appointed, at any time upon at least forty-five (45) days’ prior may resign by giving written notice of resignation to the Company and the Lenders and complying with the applicable provisions of this Section. The Administrative Agent may be removed in accordance with the applicable provisions of Section 12.6 and with written notice to BAFCthe Company. Upon receiving such notice of resignation or removal, the Servicer, the Guarantor, the Collateral Agent, the Letter of Credit Agent, the Liquidity Banks and the Depositary, and the Administrative Agent will at the direction of the Majority Liquidity Banks, resign as Administrative Agent; provided, however, that, in either case, the resignation of the a successor Administrative Agent shall not be effective until promptly appointed by unanimous action of the Majority Liquidity Banks Lenders by written instrument, in duplicate, one copy of which instrument shall have agreed be delivered to the appointment of another Liquidity Bank to perform the duties of the resigning Administrative Agent hereunder, such replacement shall have accepted such appointment and the Letter of Credit Agent shall have delivered one copy to the successor Administrative Agent, in exchange for . If no successor Administrative Agent shall have been so appointed and have accepted the outstanding Letter appointment within thirty (30) days after such notice of Credit held by the predecessor Administrative Agent, a substitute Letter of Credit in accordance with the terms of Section 2.01(b) of the Letter of Credit Reimbursement Agreement and the Letter of Credit. In the event of such resignation, the Majority Liquidity Banks shall as promptly as practicable appoint a successor agent to replace the Administrative Agent; provided that such successor agent shall be a Liquidity Bank under this Agreement. If the Majority Liquidity Banks have not appointed a successor agent within forty-five (45) days of the Administrative Agent’s resignation notice, then the resigning Administrative Agent shall may appoint a successor. Notwithstanding successor Administrative Agent, which shall itself be subject, however, to removal by the resignation Lenders (other than any Lender which is then the Administrative Agent) without cause (i.e., notwithstanding the conditions to removal of the Administrative Agent hereunderstated in Section 12.6) upon thirty (30) days' written notice, provided that the provisions of Section 10.01 hereof shall continue removing Lenders designate another successor Administrative Agent in such notice - or in a separate written notice given on or before five (5) days thereafter - to inure to the benefit of the Administrative Agent being removed. If the resigning Administrative Agent does not appoint a successor Administrative Agent as provided in respect of the preceding sentence, then the resigning Administrative Agent or the Lenders (other than any action taken or omitted to be taken by Lender which is then the Administrative Agent in its capacity Agent) may petition any appropriate court for the appointment of a successor Administrative Agent. After such notices, if any, as it may deem proper and prescribe, such while it was such under this Agreementcourt may appoint a successor Administrative Agent.

Resignation of the Administrative Agent. The Administrative Agent may, may at any time upon at least forty-five (45) days’ prior written give notice of its resignation to BAFCthe Lenders, the ServicerIssuing Bank and SOURCECORP. Upon receipt of any such notice of resignation, the Guarantor, the Collateral Agent, the Letter of Credit Agent, the Liquidity Banks and the Depositary, and the Administrative Agent will at the direction of the Majority Liquidity Banks, resign as Administrative Agent; provided, however, that, in either case, the resignation of the Administrative Agent shall not be effective until the Majority Liquidity Banks Required Lenders shall have agreed the right, with the consent of SOURCECORP (such consent not to be unreasonably withheld), to appoint a successor, which shall be a bank with an office in the appointment United States, or an Affiliate of another Liquidity Bank to perform any such bank with an office in the duties of United States. If no such successor shall have been so appointed by the Administrative Agent hereunder, such replacement Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the Letter of Credit Issuing Bank, appoint a successor Administrative Agent meeting the qualifications set forth above; provided that if the Administrative Agent shall have delivered to notify SOURCECORP and the successor Administrative AgentLenders that no qualifying Person has accepted such appointment, in exchange for the outstanding Letter of Credit held by the predecessor Administrative Agent, a substitute Letter of Credit then such resignation shall nonetheless become effective in accordance with such notice and (1) the terms of Section 2.01(b) of the Letter of Credit Reimbursement Agreement and the Letter of Credit. In the event of such resignation, the Majority Liquidity Banks shall as promptly as practicable appoint a successor agent to replace the Administrative Agent; provided that such successor agent shall be a Liquidity Bank under this Agreement. If the Majority Liquidity Banks have not appointed a successor agent within forty-five (45) days of the Administrative Agent’s resignation notice, the resigning retiring Administrative Agent shall appoint a successor. Notwithstanding be discharged from its duties and obligations hereunder and under the resignation of other Loan Documents (except that in the Administrative Agent hereunder, the provisions of Section 10.01 hereof shall continue to inure to the benefit of the Administrative Agent in respect case of any action taken or omitted to be taken collateral security held by the Administrative Agent on behalf of the Lenders or the Issuing Bank under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the Issuing Bank directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in its capacity as such while it was such under this AgreementSection 12.

Resignation of the Administrative Agent. The Successor -------------------------------------------------- Administrative Agent. Subject to the appointment and acceptance of a successor -------------------- as provided below, the Administrative Agent may, may resign at any time upon by giving notice thereof to the Lenders and the Borrowers. Upon any such resignation, the Required Lenders shall have the right, with the consent of the Company, which consent shall not be unreasonably withheld, to appoint a successor Administrative Agent, which successor shall have minimum capital and surplus of at least forty-five (45) days’ prior written notice to BAFC, the Servicer, the Guarantor, the Collateral Agent, the Letter of Credit Agent, the Liquidity Banks and the Depositary, and the Administrative Agent will at the direction of the Majority Liquidity Banks, resign as Administrative Agent; provided, however, that, in either case, the resignation of the $500,000,000. If no successor Administrative Agent shall not be effective until have been so appointed by the Majority Liquidity Banks shall have agreed to the appointment of another Liquidity Bank to perform the duties of the Administrative Agent hereunder, such replacement Required Lenders and shall have accepted such appointment and within thirty (30) days after the Letter Administrative Agent's giving of Credit notice of resignation, then the Administrative Agent shall have delivered to may, on behalf of the Lenders, appoint a successor Administrative Agent, in exchange for which successor shall have minimum capital and surplus of at least $500,000,000. Upon the outstanding Letter acceptance of Credit held any appointment as Administrative Agent hereunder by the predecessor a successor Administrative Agent, a substitute Letter of Credit in accordance with the terms of Section 2.01(b) of the Letter of Credit Reimbursement Agreement and the Letter of Credit. In the event of such resignation, the Majority Liquidity Banks shall as promptly as practicable appoint a successor agent to replace the Administrative Agent; provided that such successor agent shall be a Liquidity Bank under this Agreement. If the Majority Liquidity Banks have not appointed a successor agent within forty-five (45) days of the Administrative Agent’s resignation notice, the resigning Administrative Agent shall appoint a successor. Notwithstanding the resignation thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, the provisions of this Section 10.01 hereof 12.9 shall continue to inure to the in effect for its benefit of the Administrative Agent in respect of any action actions taken or omitted to be taken by the Administrative Agent in its capacity as such it while it was such under this Agreementacting as Administrative Agent.

Resignation of the Administrative Agent. (a) The Administrative Agent may, may at any time upon give notice of its resignation to the Lenders, the Issuing Lenders and the Company. Upon receipt of any such notice of resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent with (so long as no Event of Default under Section 6.01(a), 6.01(b), 6.01(h) or Section 6.01(i) shall have occurred and be continuing) the consent of the Company (which consent shall not be unreasonably withheld), which successor Administrative Agent shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least forty-five (45) days’ prior written $500,000,000 and reasonably satisfactory to the Company. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice to BAFCof its resignation, then the Servicer, retiring Administrative Agent may on behalf of the Guarantor, the Collateral Agent, the Letter of Credit Agent, the Liquidity Banks Lenders and the DepositaryIssuing Lenders, and the appoint a successor Administrative Agent will at meeting the direction qualifications set forth above with (so long as no Event of Default under Section 6.01(a), 6.01(b), 6.01(h) or Section 6.01(i) shall have occurred and be continuing) the consent of the Majority Liquidity Banks, resign as Administrative AgentCompany (which consent shall not be unreasonably withheld) ; provided, however, that, in either case, the resignation of provided that if the Administrative Agent shall not notify the 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 (1) the retiring Administrative Agent shall be effective discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or an Issuing Lender under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until the Majority Liquidity Banks shall have agreed such time as a successor Administrative Agent is appointed) and (2) except for any indemnity payments or other amounts then owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each Issuing Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment of another Liquidity Bank to perform the duties of the as Administrative Agent hereunder, such replacement successor shall have accepted such appointment succeed to and become vested with all of the Letter rights, powers, privileges and duties of Credit Agent shall have delivered to the successor retiring (or retired) Administrative Agent, in exchange for and the outstanding Letter retiring Administrative Agent shall be discharged from all of Credit held its duties and obligations hereunder or under the other Loan Documents. The fees payable by the predecessor Administrative Agent, a substitute Letter of Credit in accordance with the terms of Section 2.01(b) of the Letter of Credit Reimbursement Agreement and the Letter of Credit. In the event of such resignation, the Majority Liquidity Banks shall as promptly as practicable appoint Company to a successor agent to replace the Administrative Agent; provided that such successor agent Agent shall be a Liquidity Bank under this Agreementthe same as those payable to its predecessor unless otherwise agreed between the Company and such successor. If After the Majority Liquidity Banks have not appointed a successor agent within forty-five (45) days of the retiring Administrative Agent’s resignation notice, hereunder and under the resigning Administrative Agent shall appoint a successor. Notwithstanding the resignation of the Administrative Agent hereunderother Loan Documents, the provisions of this Article and Section 10.01 hereof 11.03 shall continue to inure to in effect for the benefit of the such retiring Administrative Agent Agent, its sub-agents and their respective Related Parties in respect of any action actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent. (b) If at any time a successor Administrative Agent shall have been appointed pursuant to Section 7.06(a) above, the Company shall have the right (with the consent of such successor) to substitute such successor for Bank of America as an Issuing Lender and Swingline Lender, provided that all Swingline Loans made by Bank of America shall be repaid in its capacity full together with accrued interest thereon and any outstanding Letters of Credit issued by Bank of America shall be cancelled, Cash Collateralized or supported by a back-to-back Letter of Credit. (c) If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition of Defaulting Lender, the Company or the Required Lenders may, to the extent permitted by applicable laws, by notice in writing to the Company, in the case of the Required Lenders, and such while it was Person, remove such Person as Administrative Agent and appoint a successor Administrative Agent with (so long as no Event of Default under this AgreementSection 6.01(a), 6.01(b), 6.01(h) or Section 6.01(i) shall have occurred and be continuing) the consent of the Company, in the case of the Required Lenders, (which consent shall not be unreasonably withheld), which successor Administrative Agent shall meet the qualifications set forth in Section 7.06(a) above. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after delivery of the notice of removal, then such removal shall nonetheless become effective in accordance with such notice.

Resignation of the Administrative Agent. The --------------------------------------- Administrative Agent may, or any other Agent may at any time upon at least forty-five (45) days’ prior written give notice of its resignation to BAFC, the Servicer, the Guarantor, the Collateral Agent, the Letter of Credit Agent, the Liquidity Banks and the Depositary, and the Administrative Agent will at the direction Borrower. Upon receipt of the Majority Liquidity Banks, resign as Administrative Agent; provided, however, that, in either caseany such notice of resignation, the resignation Required Banks may, after consultation with the Borrower, appoint a successor Agent, which shall be a bank, trust company or other financial institution with combined capital and surplus, as determined on the basis of the Administrative its most recent published statement or report of financial condition, of not less than $500,000,000. If no successor Agent shall not be effective until have been so appointed by the Majority Liquidity Required Banks shall have agreed to the appointment of another Liquidity Bank to perform the duties of the Administrative Agent hereunder, such replacement and shall have accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Banks and after consultation with the Borrower, appoint a successor Agent, which shall be a bank, trust company or other financial institution with combined capital and surplus, as determined on the basis of its most recent published statement or report of financial condition, of not less than $500,000,000. Upon the acceptance by any Person of its appointment as a successor Agent, such Person shall thereupon succeed to and become vested with all the rights, powers, privileges, duties and obligations of the retiring Agent and the Letter of Credit retiring Agent shall have delivered to be discharged from its duties and obligations as Agent under the Loan Documents, provided, that no Person's -------- appointment as a successor Administrative AgentAgent shall be effective until all collateral, in exchange for the outstanding Letter of Credit if any, held by the predecessor Administrative Agent, a substitute Letter of Credit in accordance with the terms of Section 2.01(b) of the Letter of Credit Reimbursement Agreement and the Letter of Credit. In the event of such resignation, the Majority Liquidity Banks shall as promptly as practicable appoint a successor agent to replace the Administrative Agent; provided that such successor agent shall be a Liquidity Bank under this Agreement. If the Majority Liquidity Banks have not appointed a successor agent within forty-five (45) days of the Administrative Agent’s resignation notice, the resigning retiring Administrative Agent pursuant to the Collateral Account Agreement shall appoint a successorhave been transferred to such Person. Notwithstanding the After any retiring Agent's resignation of the Administrative Agent hereunderas Agent, the provisions of Section 10.01 hereof this Article 8 shall continue to inure to the in effect for its benefit of the Administrative Agent in respect of any action actions taken or omitted to be taken by the Administrative Agent in its capacity as such it while it was such under this Agreementacting as an Agent.

Resignation of the Administrative Agent. The Administrative Agent may, may resign at any time upon at least forty-five (45) days’ prior written by giving notice thereof to BAFCthe Lenders and the Borrower. Upon any such resignation, the Servicer, Required Lenders shall have the Guarantor, right to appoint a successor the Collateral Administrative Agent, which successor agent shall be subject to the Letter of Credit Agent, the Liquidity Banks and the Depositary, and the Administrative Agent will at the direction approval of the Majority Liquidity BanksBorrower if and so long as no Event of Default has occurred and is continuing, resign as Administrative Agent; providedwhich approval shall not be unreasonably withheld, howeverconditioned, that, in either case, the resignation of or delayed. If no successor the Administrative Agent shall not be effective until have been so appointed by the Majority Liquidity Banks shall have agreed to the appointment of another Liquidity Bank to perform the duties of the Administrative Agent hereunder, such replacement Required Lenders and shall have accepted such appointment and within thirty (30) days after the Letter of Credit Agent shall have delivered to retiring the successor Administrative Agent's giving of notice of resignation, in exchange for then the outstanding Letter of Credit held by retiring the predecessor Administrative AgentAgent may, a substitute Letter of Credit in accordance with the terms of Section 2.01(b) on behalf of the Letter of Credit Reimbursement Agreement and the Letter of Credit. In the event of such resignationLenders, the Majority Liquidity Banks shall as promptly as practicable appoint a successor agent to replace the Administrative Agent; provided that such Agent which shall be a commercial bank organized under the laws of the U.S. having combined capital and surplus of at least One Hundred Million Dollars ($100,000,000), which successor agent shall be subject to the approval of the Borrower, which approval shall not be unreasonably withheld, conditioned, or delayed. Upon the acceptance of any appointment as the Administrative Agent hereunder by a Liquidity Bank under this Agreement. If successor, such successor shall thereupon succeed to and become vested with all the Majority Liquidity Banks have not appointed a successor agent within forty-five (45) days rights, powers, discretion, privileges, and duties of the retiring the Administrative Agent’s resignation notice, and the resigning retiring the Administrative Agent shall appoint a successorbe discharged from its duties and obligations hereunder. Notwithstanding the resignation of After any retiring the Administrative Agent hereunderAgent's resignation hereunder as the Administrative Agent, the provisions of Section 10.01 hereof this ARTICLE 14 shall continue to inure to the in effect for its benefit of the Administrative Agent in respect of any action actions taken or omitted to be taken by the Administrative Agent in its capacity as such it while it was such under this Agreementacting as the Administrative Agent.

Resignation of the Administrative Agent. The Administrative Agent mayAgent, or any agent or agents hereafter appointed, at any time upon at least forty-five (45) days’ prior may resign by giving written notice of resignation to the Obligors and the Banks and complying with the applicable provisions of this Section. The Administrative Agent may be removed in accordance with the applicable provisions of Section 9.7 and with written notice to BAFCthe Obligors. Upon receiving such notice of resignation or removal, the Servicer, the Guarantor, the Collateral Agent, the Letter of Credit Agent, the Liquidity Banks and the Depositary, and the Administrative Agent will at the direction of the Majority Liquidity Banks, resign as Administrative Agent; provided, however, that, in either case, the resignation of the a successor Administrative Agent shall not be effective until promptly appointed by unanimous action of the Majority Liquidity Banks (including GFB) by written instrument, in duplicate, one copy of which instrument shall have agreed be delivered to the appointment of another Liquidity Bank to perform the duties of the resigning Administrative Agent hereunder, such replacement shall have accepted such appointment and the Letter of Credit Agent shall have delivered one copy to the successor Administrative Agent, in exchange for . If no successor Administrative Agent shall have been so appointed and have accepted the outstanding Letter appointment within thirty (30) days after such notice of Credit held by the predecessor Administrative Agent, a substitute Letter of Credit in accordance with the terms of Section 2.01(b) of the Letter of Credit Reimbursement Agreement and the Letter of Credit. In the event of such resignation, the Majority Liquidity Banks shall as promptly as practicable appoint a successor agent to replace the Administrative Agent; provided that such successor agent shall be a Liquidity Bank under this Agreement. If the Majority Liquidity Banks have not appointed a successor agent within forty-five (45) days of the Administrative Agent’s resignation notice, then the resigning Administrative Agent shall may appoint a successor. Notwithstanding successor Administrative Agent, which shall itself be subject, however, to removal by the resignation Banks (other than any Bank which is then the Administrative Agent) without cause (i.e., notwithstanding the conditions to removal of the Administrative Agent hereunderstated in Section 9.7) upon thirty (30) days' written notice, provided that the provisions of Section 10.01 hereof shall continue removing Banks designate another successor Administrative Agent in such notice -- or in a separate written notice given on or before five (5) days thereafter -- to inure to the benefit of the Administrative Agent being removed. If the resigning Administrative Agent does not appoint a successor Administrative Agent as provided in respect of the preceding sentence, then the resigning Administrative Agent or the Banks (other than any action taken or omitted to be taken by Bank which is then the Administrative Agent in its capacity Agent) may petition any appropriate court for the appointment of a successor Administrative Agent. After such notices, if any, as it may deem proper and prescribe, such while it was such under this Agreementcourt may appoint a successor Administrative Agent.

Resignation of the Administrative Agent. The Administrative --------------------------------------- Agent may, may at any time upon at least forty-five (45) days’ prior written give notice of its resignation to BAFC, the Servicer, the Guarantor, the Collateral Agent, the Letter of Credit Agent, the Liquidity Banks and the DepositaryBorrowers. Upon receipt of any such notice of resignation, and the Administrative Agent will at Required Banks may, with the direction consent of the Majority Liquidity BanksCompany (which consent shall not be unreasonably withheld), resign as appoint a successor Administrative Agent; provided, however, that, in either case, the resignation of the . If no successor Administrative Agent shall not be effective until have been so appointed by the Majority Liquidity Required Banks shall have agreed to the appointment of another Liquidity Bank to perform the duties of the Administrative Agent hereunder, such replacement and shall have accepted such appointment within 30 days after the retiring Administrative Agent's giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Banks and with the Letter consent of Credit Agent the Company (which consent shall have delivered to not be unreasonably withheld), appoint a successor Administrative Agent. Upon the acceptance by any Person of its appointment as a successor Administrative Agent, in exchange for such Person shall thereupon succeed to and become vested with all the outstanding Letter of Credit held by the predecessor Administrative Agentrights, a substitute Letter of Credit in accordance with the terms of Section 2.01(b) powers, privileges, duties and obligations of the Letter of Credit Reimbursement Agreement retiring Administrative Agent and the Letter of Credit. In the event of such resignation, the Majority Liquidity Banks shall as promptly as practicable appoint a successor agent to replace the Administrative Agent; provided that such successor agent shall be a Liquidity Bank under this Agreement. If the Majority Liquidity Banks have not appointed a successor agent within forty-five (45) days of the Administrative Agent’s resignation notice, the resigning retiring Administrative Agent shall appoint a successor. Notwithstanding the resignation of the be discharged from its duties and obligations as Administrative Agent hereunderunder the Loan Documents. After any retiring Administrative Agent's resignation as Administrative Agent, the provisions of Section 10.01 hereof this Article 9 shall continue to inure to the in effect for its benefit of the Administrative Agent in respect of any action actions taken or omitted to be taken by the Administrative Agent in its capacity as such it while it was such under this Agreementacting as the Administrative Agent.

Resignation of the Administrative Agent. (a) The --------------------------------------- Administrative Agent may, may resign from the performance of all its functions and duties hereunder and/or under the other Credit Documents at any time upon at least forty-five (45) days’ by giving 30 Business Days' prior written notice to BAFCthe Borrower and the Banks. 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, the Servicer, the Guarantor, the Collateral Agent, the Letter of Credit Agent, the Liquidity Required Banks and the Depositary, and the shall appoint a successor Administrative Agent will at hereunder or thereunder who shall be a commercial bank or trust company reasonably acceptable to the direction of the Majority Liquidity Banks, resign as Administrative Agent; provided, however, that, in either case, the resignation of the Borrower. (c) If a successor Administrative Agent shall not have been so appointed within such 30 Business Day period, the Administrative Agent, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed), shall then appoint a successor Administrative Agent who shall serve as Administrative Agent hereunder or thereunder until such time, if any, as the Required Banks 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 30th Business Day after the date such notice of resignation was given by the Administrative Agent, the Administrative Agent's resignation shall become effective until and the Majority Liquidity Required Banks shall have agreed to the appointment of another Liquidity Bank to thereafter perform all the duties of the Administrative Agent hereunderhereunder and/or under any other Credit Document until such time, such replacement shall have accepted such appointment and if any, as the Letter of Credit Agent shall have delivered to the successor Administrative Agent, in exchange for the outstanding Letter of Credit held by the predecessor Administrative Agent, a substitute Letter of Credit in accordance with the terms of Section 2.01(b) of the Letter of Credit Reimbursement Agreement and the Letter of Credit. In the event of such resignation, the Majority Liquidity Required Banks shall as promptly as practicable appoint a successor agent to replace the Administrative Agent; provided that such successor agent shall be a Liquidity Bank under this Agreement. If the Majority Liquidity Banks have not appointed a successor agent within forty-five (45) days of the Administrative Agent’s resignation notice, the resigning Administrative Agent shall appoint a successor. Notwithstanding the resignation of the Administrative Agent hereunder, the provisions of Section 10.01 hereof shall continue to inure to the benefit of the Administrative Agent in respect of any action taken or omitted to be taken by the Administrative Agent in its capacity as such while it was such under this Agreementprovided above.

Resignation of the Administrative Agent. The Administrative Agent may, may resign at any time upon at least forty-five (45) days’ prior written by giving notice thereof to BAFCthe Lenders and F.Y.I. Upon any such resignation, the Servicer, Required Lenders shall have the Guarantor, right to appoint a successor the Collateral Administrative Agent, which successor agent shall be subject to the Letter approval of Credit AgentF.Y.I. if and so long as no Event of Default has occurred and is continuing, the Liquidity Banks and the Depositarywhich approval shall not be unreasonably withheld, and the Administrative Agent will at the direction of the Majority Liquidity Banksconditioned, resign as Administrative Agent; provided, however, that, in either case, the resignation of or delayed. If no successor the Administrative Agent shall not be effective until have been so appointed by the Majority Liquidity Banks shall have agreed to the appointment of another Liquidity Bank to perform the duties of the Administrative Agent hereunder, such replacement Required Lenders and shall have accepted such appointment and within thirty (30) days after the Letter of Credit Agent shall have delivered to the successor retiring Administrative Agent’s giving of notice of resignation, in exchange for then the outstanding Letter of Credit held by the predecessor retiring Administrative AgentAgent may, a substitute Letter of Credit in accordance with the terms of Section 2.01(b) on behalf of the Letter of Credit Reimbursement Agreement and the Letter of Credit. In the event of such resignationLenders, the Majority Liquidity Banks shall as promptly as practicable appoint a successor agent to replace Administrative Agent which shall be a commercial bank organized under the Administrative Agent; provided that such laws of the U.S. having combined capital and surplus of at least Five Hundred Million Dollars ($500,000,000), which successor agent shall be subject to the approval of F.Y.I., which approval shall not be unreasonably withheld, conditioned, or delayed. Upon the acceptance of any appointment as the Administrative Agent hereunder by a Liquidity Bank under this Agreement. If successor, such successor shall thereupon succeed to and become vested with all the Majority Liquidity Banks have not appointed a successor agent within forty-five (45) days rights, powers, discretion, privileges, and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s resignation notice, the resigning Administrative Agent shall appoint a successor. Notwithstanding the resignation of hereunder as the Administrative Agent hereunderAgent, the provisions of Section 10.01 hereof this Article 12 shall continue to inure to the in effect for its benefit of the Administrative Agent in respect of any action actions taken or omitted to be taken by the Administrative Agent in its capacity as such it while it was such under this Agreementacting as the Administrative Agent.

Resignation of the Administrative Agent. The Successor -------------------------------------------------- Administrative Agent. Subject to the appointment and acceptance of a successor -------------------- as provided below, the Administrative Agent may, may resign at any time upon at least forty-five (45) days’ prior written by giving notice thereof to BAFCthe Lenders and the Borrowers. Upon any such resignation, the Servicer, Required Lenders (with the Guarantor, the Collateral Agent, the Letter consent of Credit Agent, the Liquidity Banks and the Depositary, and the Administrative Agent will at the direction of the Majority Liquidity Banks, resign as Administrative AgentWilmar which such consent shall not be unreasonably or untimely withheld; provided, however, thatthat no consent shall be required in the event that a Default or Event of Default has occurred and is continuing) shall have the right to appoint a successor Administrative Agent, in either case, the resignation which successor shall have minimum capital and surplus of the at least $500,000,000. If no successor Administrative Agent shall not be effective until have been so appointed by the Majority Liquidity Banks shall have agreed to the appointment of another Liquidity Bank to perform the duties of the Administrative Agent hereunder, such replacement Required Lenders and shall have accepted such appointment and within thirty (30) days after the Letter Administrative Agent's giving of Credit notice of resignation, then the Administrative Agent shall have delivered to may, on behalf of the Lenders, appoint a successor Administrative Agent, in exchange for which successor shall have minimum capital and surplus of at least $500,000,000. Upon the outstanding Letter acceptance of Credit held any appointment as Administrative Agent hereunder by the predecessor a successor Administrative Agent, a substitute Letter of Credit in accordance with the terms of Section 2.01(b) of the Letter of Credit Reimbursement Agreement and the Letter of Credit. In the event of such resignation, the Majority Liquidity Banks shall as promptly as practicable appoint a successor agent to replace the Administrative Agent; provided that such successor agent shall be a Liquidity Bank under this Agreement. If the Majority Liquidity Banks have not appointed a successor agent within forty-five (45) days of the Administrative Agent’s resignation notice, the resigning Administrative Agent shall appoint a successor. Notwithstanding the resignation thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, the provisions of this Section 10.01 hereof 12.9 shall continue to inure to the in effect for its benefit of the Administrative Agent in respect of any action actions taken or omitted to be taken by the Administrative Agent in its capacity as such it while it was such under this Agreementacting as Administrative Agent.

Resignation of the Administrative Agent. (a) The Administrative --------------------------------------- Agent may, may resign from the performance of all its functions and duties hereunder and/or under the other Credit Documents at any time upon at least forty-five (45) days’ by giving 30 Business Days' prior written notice to BAFCthe Borrower and the Banks. 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, the Servicer, the Guarantor, the Collateral Agent, the Letter of Credit Agent, the Liquidity Required Banks and the Depositary, and the shall appoint a successor Administrative Agent will at hereunder or thereunder who shall be a commercial bank or trust company reasonably acceptable to the direction of the Majority Liquidity Banks, resign as Administrative Agent; provided, however, that, in either case, the resignation of the Borrower. (c) If a successor Administrative Agent shall not have been so appointed within such 30 Business Day period, the Administrative Agent, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed), shall then appoint a successor Administrative Agent who shall serve as Administrative Agent hereunder or thereunder until such time, if any, as the Required Banks 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 30th Business Day after the date such notice of resignation was given by the Administrative Agent, the Administrative Agent's resignation shall become effective until and the Majority Liquidity Required Banks shall have agreed to the appointment of another Liquidity Bank to thereafter perform all the duties of the Administrative Agent hereunderhereunder and/or under any other Credit Document until such time, such replacement shall have accepted such appointment and if any, as the Letter of Credit Agent shall have delivered to the successor Administrative Agent, in exchange for the outstanding Letter of Credit held by the predecessor Administrative Agent, a substitute Letter of Credit in accordance with the terms of Section 2.01(b) of the Letter of Credit Reimbursement Agreement and the Letter of Credit. In the event of such resignation, the Majority Liquidity Required Banks shall as promptly as practicable appoint a successor agent to replace the Administrative Agent; provided that such successor agent shall be a Liquidity Bank under this Agreement. If the Majority Liquidity Banks have not appointed a successor agent within forty-five (45) days of the Administrative Agent’s resignation notice, the resigning Administrative Agent shall appoint a successor. Notwithstanding the resignation of the Administrative Agent hereunder, the provisions of Section 10.01 hereof shall continue to inure to the benefit of the Administrative Agent in respect of any action taken or omitted to be taken by the Administrative Agent in its capacity as such while it was such under this Agreementprovided above.

Resignation of the Administrative Agent. The Administrative Agent may, at any time upon at least forty-five (45) days’ ' prior written notice to BAFC, the Servicer, the Guarantor, the Collateral Agent, the Letter of Credit Agent, the Liquidity Banks and the Depositary, and the Administrative Agent will at the direction of the Majority Liquidity Banks, resign as Administrative Agent; providedPROVIDED, howeverHOWEVER, that, in either case, the resignation of the Administrative Agent shall not be effective until the Majority Liquidity Banks shall have agreed to the appointment of another Liquidity Bank to perform the duties of the Administrative Agent hereunder, such replacement shall have accepted such appointment and the Letter of Credit Agent shall have delivered to the successor Administrative Agent, in exchange for the outstanding Letter of Credit held by the predecessor Administrative Agent, a substitute Letter of Credit in accordance with the terms of Section 2.01(bSECTION 2.01(B) of the Letter of Credit Reimbursement Agreement and the Letter of Credit. In the event of such resignation, the Majority Liquidity Banks shall as promptly as practicable appoint a successor agent to replace the Administrative Agent; provided that such successor agent shall be a Liquidity Bank under this Agreement. If the Majority Liquidity Banks have not appointed a successor agent within forty-five (45) days of the Administrative Agent’s 's resignation notice, the resigning Administrative Agent shall appoint a successor. Notwithstanding the resignation of the Administrative Agent hereunder, the provisions of Section SECTION 10.01 hereof shall continue to inure to the benefit of the Administrative Agent in respect of any action taken or omitted to be taken by the Administrative Agent in its capacity as such while it was such under this Agreement.

Resignation of the Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent as provided below, the Administrative Agent may, with the prior written consent of the Borrower (such consent not to be unreasonably withheld), resign at any time upon at least forty-five (45) days’ prior by giving written notice thereof to BAFC, the Servicer, the Guarantor, the Collateral Agent, the Letter of Credit Agent, the Liquidity Banks Lenders and the Depositary, and the Administrative Agent will at the direction of the Majority Liquidity Banks, resign as Administrative Agent; provided, however, that, in either case, the Borrower. Upon any such resignation of the Administrative Agent, the Required Lenders shall have the right to appoint, with the consent of the Borrower (such consent not to be unreasonably withheld), a successor Administrative Agent. If no successor Administrative Agent shall not be effective until have been so appointed by the Majority Liquidity Banks shall have agreed to the appointment of another Liquidity Bank to perform the duties of the Administrative Agent hereunderRequired Xxxxxxx, such replacement and shall have accepted such appointment and appointment, within thirty (30) days after the Letter retiring Administrative Agent’s giving of Credit notice of resignation, then the retiring Administrative Agent shall have delivered to may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a commercial bank, or an Affiliate of a commercial bank, having an office in exchange for the outstanding Letter United States of Credit held America and having a combined capital and surplus of at least $200,000,000. Upon the acceptance of its appointment as Administrative Agent hereunder by the predecessor a successor Administrative Agent, a substitute Letter of Credit in accordance such successor Administrative Agent shall thereupon succeed to and become vested with all the terms of Section 2.01(b) rights and duties of the Letter of Credit Reimbursement Agreement retiring Administrative Agent, and the Letter of Credit. In the event of such resignation, the Majority Liquidity Banks shall as promptly as practicable appoint a successor agent to replace the retiring Administrative Agent; provided that such successor agent Agent shall be a Liquidity Bank discharged from its duties and obligations hereunder and under this Agreementthe other Loan Documents. If the Majority Liquidity Banks have not appointed a successor agent within forty-five (45) days of the After any retiring Administrative Agent’s resignation notice, the resigning hereunder as Administrative Agent shall appoint a successor. Notwithstanding the resignation of the Administrative Agent hereunderAgent, the provisions of this Section 10.01 hereof 11 shall continue to inure to the benefit of the Administrative Agent in respect of its benef it as to any action actions taken or omitted to be taken by the Administrative Agent in its capacity as such it while it was such under this AgreementAdministrative Agent.

Resignation of the Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent mayas provided in this Section 11.06, the Administrative Agent may resign at any time upon at least forty-five (45) days’ prior written notice to BAFCby notifying the Lenders, the ServicerIssuing Bank and the Borrower. Upon any such resignation, the GuarantorMajority Lenders shall have the right, subject, if no Event of Default exists, to the Collateral Agent, the Letter of Credit Agent, the Liquidity Banks and the Depositary, and the Administrative Agent will at the direction consent of the Majority Liquidity BanksBorrower, resign as Administrative Agent; provided, however, that, in either case, the resignation of the Administrative Agent to appoint a successor. If no successor shall not be effective until have been so appointed by the Majority Liquidity Banks shall have agreed to the appointment of another Liquidity Bank to perform the duties of the Administrative Agent hereunder, such replacement Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Letter of Credit Agent shall have delivered to the Issuing Bank, appoint a successor Administrative Agent. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, in exchange for such successor shall succeed to and become vested with all the outstanding Letter rights, powers, privileges and duties of Credit held by the predecessor retiring Administrative Agent, a substitute Letter of Credit in accordance with the terms of Section 2.01(b) of the Letter of Credit Reimbursement Agreement and the Letter of Creditretiring Administrative Agent shall be discharged from its duties and obligations hereunder. In The fees payable by the event of such resignation, the Majority Liquidity Banks shall as promptly as practicable appoint Borrower to a successor agent to replace the Administrative Agent; provided that such successor agent Agent shall be a Liquidity Bank under this Agreementthe same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. If the Majority Liquidity Banks have not appointed a successor agent within forty-five (45) days of After the Administrative Agent’s resignation notice, the resigning Administrative Agent shall appoint a successor. Notwithstanding the resignation of the Administrative Agent hereunder, the provisions of this ARTICLE XI and Section 10.01 hereof 12.3 shall continue to inure to in effect for the benefit of the such retiring Administrative Agent Agent, its sub-agents and their respective Related Parties in respect of any action actions taken or omitted to be taken by the Administrative Agent in its capacity as such any of them while it was such under this Agreementacting as Administrative Agent.

Resignation of the Administrative Agent. The Successor -------------------------------------------------- Administrative Agent. Subject to the appointment and acceptance of a -------------------- successor as provided below, the Administrative Agent may, may resign at any time upon by giving notice thereof to the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent, which successor shall have minimum capital and surplus of at least forty-five (45) days’ prior written notice to BAFC, the Servicer, the Guarantor, the Collateral Agent, the Letter of Credit Agent, the Liquidity Banks and the Depositary, and the Administrative Agent will at the direction of the Majority Liquidity Banks, resign as Administrative Agent; provided, however, that, in either case, the resignation of the $500,000,000. If no successor Administrative Agent shall not be effective until have been so appointed by the Majority Liquidity Banks shall have agreed to the appointment of another Liquidity Bank to perform the duties of the Administrative Agent hereunder, such replacement Required Lenders and shall have accepted such appointment and within thirty (30) days after the Letter Administrative Agent's giving of Credit notice of resignation, then the Administrative Agent shall have delivered to may, on behalf of the Lenders, appoint a successor Administrative Agent, in exchange for which successor shall have minimum capital and surplus of at least $500,000,000. Upon the outstanding Letter acceptance of Credit held any appointment as Administrative Agent hereunder by the predecessor a successor Administrative Agent, a substitute Letter of Credit in accordance with the terms of Section 2.01(b) of the Letter of Credit Reimbursement Agreement and the Letter of Credit. In the event of such resignation, the Majority Liquidity Banks shall as promptly as practicable appoint a successor agent to replace the Administrative Agent; provided that such successor agent shall be a Liquidity Bank under this Agreement. If the Majority Liquidity Banks have not appointed a successor agent within forty-five (45) days of the Administrative Agent’s resignation notice, the resigning Administrative Agent shall appoint a successor. Notwithstanding the resignation thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, the provisions of this Section 10.01 hereof 11.9 shall continue to inure to the in effect for its benefit of the Administrative Agent in respect of any action actions taken or omitted to be taken by the Administrative Agent in its capacity as such it while it was such under this Agreementacting as Administrative Agent.

Resignation of the Administrative Agent. The Administrative Agent may, may resign at any time upon at least forty-five by giving notice thereof to the Lenders and the Company. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent (45) days’ with the prior written notice to BAFC, the Servicer, the Guarantor, the Collateral Agent, the Letter of Credit Agent, the Liquidity Banks and the Depositary, and the Administrative Agent will at the direction consent of the Majority Liquidity BanksCompany, resign as Administrative Agent; provided, however, that, in either case, the resignation of the which consent shall not be unreasonably withheld or delayed). If no successor Administrative Agent shall not be effective until have been so appointed by the Majority Liquidity Banks shall have agreed to the appointment of another Liquidity Bank to perform the duties of the Administrative Agent hereunder, such replacement Required Lenders and shall have accepted such appointment within thirty days after the retiring Administrative Agent's giving of notice of resignation, then the retiring Administrative Agent may (with the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed), on behalf of the Lenders, appoint a successor Administrative Agent which shall be a commercial bank organized under the laws of the United States of America having combined capital and surplus of at least $100,000,000. Upon the Letter acceptance of Credit any appointment as Administrative Agent hereunder by a successor, such successor shall have delivered thereupon succeed to and become vested with all the successor rights, powers, discretion, privileges, and duties of the retiring Administrative Agent, in exchange for the outstanding Letter of Credit held by the predecessor Administrative Agent, a substitute Letter of Credit in accordance with the terms of Section 2.01(b) of the Letter of Credit Reimbursement Agreement and the Letter of Credit. In the event of such resignation, the Majority Liquidity Banks shall as promptly as practicable appoint a successor agent to replace the Administrative Agent; provided that such successor agent shall be a Liquidity Bank under this Agreement. If the Majority Liquidity Banks have not appointed a successor agent within forty-five (45) days of the Administrative Agent’s resignation notice, the resigning retiring Administrative Agent shall appoint a successorbe discharged from its duties and obligations hereunder. Notwithstanding the After any retiring Administrative Agent's resignation of the hereunder as Administrative Agent hereunderAgent, the provisions of this Section 10.01 hereof 10 shall continue to inure to the in effect for its benefit of the Administrative Agent in respect of any action actions taken or omitted to be by taken by the Administrative Agent in its capacity as such it while it was such under this Agreementacting as Administrative Agent.

Resignation of the Administrative Agent. (a) The Administrative Agent maymay resign and appoint one of its Affiliates acting through an office in London or New York City, at any time upon at least forty-five (45) days’ prior written New York as successor by giving notice to BAFC, the Servicer, the Guarantor, the Collateral Agent, the Letter of Credit Agent, the Liquidity Banks Lenders and the Depositary, and Borrower. (b) Alternatively the Administrative Agent will at may resign by giving notice to the direction of Lenders and the Borrower, in which case the Majority Liquidity Banks, resign as Administrative Agent; provided, however, that, in either case, the resignation of the Administrative Agent shall not be effective until the Majority Liquidity Banks shall have agreed to the appointment of another Liquidity Bank to perform the duties of the Administrative Agent hereunder, such replacement shall have accepted such appointment and the Letter of Credit Agent shall have delivered to the successor Administrative Agent, in exchange for the outstanding Letter of Credit held by the predecessor Administrative Agent, a substitute Letter of Credit in accordance Lenders (after consultation with the terms of Section 2.01(bBorrower) of the Letter of Credit Reimbursement Agreement and the Letter of Credit. In the event of such resignation, the Majority Liquidity Banks shall as promptly as practicable may appoint a successor agent Administrative Agent reasonably acceptable to replace the Administrative Agent; provided that such successor agent shall be a Liquidity Bank under this Agreement. Borrower. (c) If the Majority Liquidity Banks Lenders have not appointed a successor agent Administrative Agent in accordance with Section 16.10(b) within forty-five 30 days after notice of resignation was given, the Administrative Agent (45after consultation with the Borrower) days may appoint a successor Administrative Agent (acting through an office in New York City, New York) reasonably acceptable to the Borrower. (d) The retiring Administrative Agent shall, at its own cost, make available to the successor Administrative Agent such documents and records and provide such assistance as the successor Administrative Agent may reasonably request for the purposes of performing its functions as Administrative Agent under the Loan Documents. (e) The Administrative Agent’s resignation noticenotice shall only take effect upon the appointment of a successor. (f) Upon the appointment of a successor, the resigning retiring Administrative Agent shall appoint a successor. Notwithstanding the resignation be discharged from any further obligation in respect of the Administrative Agent hereunder, the provisions of Section 10.01 hereof Loan Documents but shall continue to inure remain entitled to the benefit of this Article 16. Its successor and each of the other parties to this Agreement shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original party to this agreement. (g) After consultation with the Borrower, the Majority Lenders may, by notice to the Administrative Agent, require it to resign in accordance with Section 16.10(b) above. In this event, the Administrative Agent shall resign in respect of any action taken or omitted to be taken by the Administrative Agent in its capacity as such while it was such under this Agreementaccordance with Section 16.10(b) above.

Resignation of the Administrative Agent. The Successor -------------------------------------------------- Administrative Agent. Subject to the appointment and acceptance of a successor -------------------- as provided below, the Administrative Agent may, may resign at any time upon by giving notice thereof to the Lenders and the Borrowers. Upon any such resignation, the Required Lenders shall have the right, with the consent of the Company, which consent shall not be unreasonably withheld, to appoint a successor Administrative Agent, which successor shall have minimum capital and surplus of at least forty-five (45) days’ prior written notice to BAFC, the Servicer, the Guarantor, the Collateral Agent, the Letter of Credit Agent, the Liquidity Banks and the Depositary, and the Administrative Agent will at the direction of the Majority Liquidity Banks, resign as Administrative Agent; provided, however, that, in either case, the resignation of the $500,000,000. If no successor Administrative Agent shall not be effective until have been so appointed by the Majority Liquidity Banks shall have agreed to the appointment of another Liquidity Bank to perform the duties of the Administrative Agent hereunder, such replacement Required Lenders and shall have accepted such appointment and within thirty (30) days after the Letter Administrative Agent's giving of Credit notice of resignation, then the Administrative Agent shall have delivered to may, on behalf of the Lenders, appoint a successor Administrative Agent, in exchange for which successor shall have minimum capital and surplus of at least $500,000,000. Upon the outstanding Letter acceptance of Credit held any appointment as Administrative Agent hereunder by the predecessor a successor Administrative Agent, a substitute Letter of Credit in accordance with the terms of Section 2.01(b) of the Letter of Credit Reimbursement Agreement and the Letter of Credit. In the event of such resignation, the Majority Liquidity Banks shall as promptly as practicable appoint a successor agent to replace the Administrative Agent; provided that such successor agent shall be a Liquidity Bank under this Agreement. If the Majority Liquidity Banks have not appointed a successor agent within forty-five (45) days of the Administrative Agent’s resignation notice, the resigning Administrative Agent shall appoint a successor. Notwithstanding the resignation thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, the provisions of this Section 10.01 hereof 13.9 shall continue to inure to the in effect for its benefit of the Administrative Agent in respect of any action actions taken or omitted to be taken by the Administrative Agent in its capacity as such it while it was such under this Agreementacting as Administrative Agent.

Resignation of the Administrative Agent. (a) The Administrative Agent may, may resign from the performance of all its functions and duties hereunder and/or under the other Credit Documents at any time upon at least forty-five (45) daysby giving 15 Business Days’ prior written notice to BAFCthe Borrower and 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. (b) Upon any such notice of resignation, the Servicer, the Guarantor, the Collateral Agent, the Letter of Credit Agent, the Liquidity Banks and the Depositary, and the Required Lenders shall appoint a successor Administrative Agent will at hereunder or thereunder who shall be a commercial bank or trust company reasonably acceptable to the direction of the Majority Liquidity Banks, resign as Administrative Agent; provided, however, that, in either case, the resignation of the Borrower. (c) If a successor Administrative Agent shall not have been so appointed within such 15 Business Day period, the Administrative Agent, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed), shall then appoint a successor Administrative Agent 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 20th Business Day after the date such notice of resignation was given by the Administrative Agent, the Administrative Agent’s resignation shall become effective until and the Majority Liquidity Banks Required Lenders shall have agreed to the appointment of another Liquidity Bank to thereafter perform all the duties of the Administrative Agent hereunderhereunder and/or under any other Credit Document until such time, such replacement shall have accepted such appointment and if any, as the Letter of Credit Agent shall have delivered to the successor Administrative Agent, in exchange for the outstanding Letter of Credit held by the predecessor Administrative Agent, a substitute Letter of Credit in accordance with the terms of Section 2.01(b) of the Letter of Credit Reimbursement Agreement and the Letter of Credit. In the event of such resignation, the Majority Liquidity Banks shall as promptly as practicable Required Lenders appoint a successor agent to replace the Administrative Agent; provided that such successor agent shall be a Liquidity Bank under this Agreement. If the Majority Liquidity Banks have not appointed a successor agent within forty-five (45) days of the Administrative Agent’s resignation notice, the resigning Administrative Agent shall appoint a successor. Notwithstanding the resignation of the Administrative Agent hereunder, the provisions of Section 10.01 hereof shall continue to inure to the benefit of the Administrative Agent in respect of any action taken or omitted to be taken by the Administrative Agent in its capacity as such while it was such under this Agreementprovided above.

Resignation of the Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent mayas provided in this Section 9.08, the Administrative Agent may resign at any time upon at least forty-five (45) days’ prior written notice to BAFCby notifying the Lenders and the Company. Upon any such resignation, the ServicerRequired Lenders shall have the right, in consultation with the Guarantor, the Collateral Agent, the Letter of Credit Agent, the Liquidity Banks and the Depositary, and Company to appoint a successor to the Administrative Agent will at the direction of the Majority Liquidity Banks, resign as Administrative Agent; provided, however, that, in either case, the resignation of the Administrative Agent shall not be effective until the Majority Liquidity Banks . If no successor shall have agreed to been so appointed by the appointment of another Liquidity Bank to perform the duties of the Administrative Agent hereunder, such replacement Required Lenders and shall have accepted such appointment within 30 days after the resigning Administrative Agent gives notice of its resignation, then the resigning Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank with an office in New York, New York. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the Letter rights, powers, privileges and duties of Credit Agent shall have delivered to the successor resigning Administrative Agent, in exchange for the outstanding Letter of Credit held by the predecessor Administrative Agent, a substitute Letter of Credit in accordance with the terms of Section 2.01(b) of the Letter of Credit Reimbursement Agreement and the Letter of Credit. In the event of such resignation, the Majority Liquidity Banks shall as promptly as practicable appoint a successor agent to replace the Administrative Agent; provided that such successor agent shall be a Liquidity Bank under this Agreement. If the Majority Liquidity Banks have not appointed a successor agent within forty-five (45) days of the Administrative Agent’s resignation notice, the resigning Administrative Agent shall appoint be discharged from its duties and obligations hereunder. The fees payable by the Company to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. Notwithstanding the resignation of After the Administrative Agent Agent's resignation hereunder, the provisions of this Article and Section 10.01 hereof 10.03 shall continue to inure to in effect for the benefit of the such resigning Administrative Agent in respect of any action actions taken or omitted to be taken by the Administrative Agent in its capacity as such it while it was such under this Agreementacting as the Administrative Agent.

Resignation of the Administrative Agent. The Successor -------------------------------------------------- Administrative Agent. --------------------- Subject to the appointment and acceptance of a successor as provided below, the Administrative Agent may, may resign at any time upon by giving notice thereof to the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent, which successor shall have minimum capital and surplus of at least forty-five (45) days’ prior written notice to BAFC, the Servicer, the Guarantor, the Collateral Agent, the Letter of Credit Agent, the Liquidity Banks and the Depositary, and the Administrative Agent will at the direction of the Majority Liquidity Banks, resign as Administrative Agent; provided, however, that, in either case, the resignation of the $500,000,000. If no successor Administrative Agent shall not be effective until have been so appointed by the Majority Liquidity Banks shall have agreed to the appointment of another Liquidity Bank to perform the duties of the Administrative Agent hereunder, such replacement Required Lenders and shall have accepted such appointment and within thirty (30) days after the Letter Administrative Agent's giving of Credit notice of resignation, then the Administrative Agent shall have delivered to may, on behalf of the Lenders, appoint a successor Administrative Agent, in exchange for which successor shall have minimum capital and surplus of at least $500,000,000. Upon the outstanding Letter acceptance of Credit held any appointment as Administrative Agent hereunder by the predecessor a successor Administrative Agent, a substitute Letter of Credit in accordance with the terms of Section 2.01(b) of the Letter of Credit Reimbursement Agreement and the Letter of Credit. In the event of such resignation, the Majority Liquidity Banks shall as promptly as practicable appoint a successor agent to replace the Administrative Agent; provided that such successor agent shall be a Liquidity Bank under this Agreement. If the Majority Liquidity Banks have not appointed a successor agent within forty-five (45) days of the Administrative Agent’s resignation notice, the resigning Administrative Agent shall appoint a successor. Notwithstanding the resignation thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, the provisions of this Section 10.01 hereof 13.9 shall continue to inure to the in effect for its benefit of the Administrative Agent in respect of any action actions taken or omitted to be taken by the Administrative Agent in its capacity as such it while it was such under this Agreementacting as Administrative Agent.

Resignation of the Administrative Agent. The Successor -------------------------------------------------- Administrative Agent. Subject to the appointment and acceptance of a successor -------------------- as provided below, the Administrative Agent may, may resign at any time upon by giving notice thereof to the Lenders and the Borrowers. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent, which successor shall have minimum capital and surplus of at least forty-five (45) days’ prior written notice to BAFC, the Servicer, the Guarantor, the Collateral Agent, the Letter of Credit Agent, the Liquidity Banks and the Depositary, and the Administrative Agent will at the direction of the Majority Liquidity Banks, resign as Administrative Agent; provided, however, that, in either case, the resignation of the $500,000,000. If no successor Administrative Agent shall not be effective until have been so appointed by the Majority Liquidity Banks shall have agreed to the appointment of another Liquidity Bank to perform the duties of the Administrative Agent hereunder, such replacement Required Lenders and shall have accepted such appointment and within thirty (30) days after the Letter Administrative Agent's giving of Credit notice of resignation, then the Administrative Agent shall have delivered to may, on behalf of the Lenders, appoint a successor Administrative Agent, in exchange for which successor shall have minimum capital and surplus of at least $500,000,000. Upon the outstanding Letter acceptance of Credit held any appointment as Administrative Agent hereunder by the predecessor a successor Administrative Agent, a substitute Letter of Credit in accordance with the terms of Section 2.01(b) of the Letter of Credit Reimbursement Agreement and the Letter of Credit. In the event of such resignation, the Majority Liquidity Banks shall as promptly as practicable appoint a successor agent to replace the Administrative Agent; provided that such successor agent shall be a Liquidity Bank under this Agreement. If the Majority Liquidity Banks have not appointed a successor agent within forty-five (45) days of the Administrative Agent’s resignation notice, the resigning Administrative Agent shall appoint a successor. Notwithstanding the resignation thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, the provisions of this Section 10.01 hereof 12.9 shall ------------ continue to inure to the in effect for its benefit of the Administrative Agent in respect of any action actions taken or omitted to be taken by the Administrative Agent in its capacity as such it while it was such under this Agreementacting as Administrative Agent.

Resignation of the Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent mayas provided below, the Administrative Agent may resign at any time upon at least forty-five (45) days’ prior written by giving notice thereof to BAFCthe Lenders, the Servicer, the Guarantor, the Collateral Agent, the Letter of Credit Agent, the Liquidity Issuing Banks and the DepositaryBorrower. Upon receipt of any such notice of resignation, the Majority Lenders may, after consultation with the Borrower and the Administrative Agent will at the direction of the Majority Liquidity Issuing Banks, resign as appoint a successor Administrative Agent; provided, however, that, in either case, the resignation of the . If no successor Administrative Agent shall not be effective until have been so appointed by the Majority Liquidity Banks shall have agreed to the appointment of another Liquidity Bank to perform the duties of the Administrative Agent hereunder, such replacement Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders and after consultation with the Borrower and the Letter Issuing Banks, appoint a successor Administrative Agent. Upon the acceptance by any Person of Credit its appointment as a successor Administrative Agent, such Person shall thereupon succeed to and become vested with all the rights, powers, privileges, duties and obligations of the retiring Administrative Agent and the retiring Administrative Agent shall have delivered be discharged from its duties and obligations as Administrative Agent under the Loan Documents and the retiring Administrative Agent shall promptly transfer all Collateral within its possession or control to the possession or control of the successor Administrative Agent and shall execute and deliver such notices, instructions and assignments as may be necessary or desirable to transfer the rights of the Administrative Agent with respect to the Collateral to the successor Administrative Agent, in exchange for the outstanding Letter of Credit held by the predecessor Administrative Agent, a substitute Letter of Credit in accordance with the terms of Section 2.01(b) of the Letter of Credit Reimbursement Agreement and the Letter of Credit. In the event of such resignation, the Majority Liquidity Banks shall as promptly as practicable appoint a successor agent to replace the Administrative Agent; provided that such successor agent shall be a Liquidity Bank under this Agreement. If the Majority Liquidity Banks have not appointed a successor agent within forty-five (45) days of the After any retiring Administrative Agent’s resignation notice, the resigning as Administrative Agent shall appoint a successor. Notwithstanding the resignation of the Administrative Agent hereunderAgent, the provisions of Section 10.01 hereof this Article 8 shall continue to inure to the in effect for its benefit of the Administrative Agent in respect of any action actions taken or omitted to be taken by the Administrative Agent in its capacity as such it while it was such under this Agreementacting as the Administrative Agent.

Resignation of the Administrative Agent. The Successor -------------------------------------------------- Administrative Agent. Subject to the appointment and acceptance of a successor -------------------- as provided below, the Administrative Agent may, may resign at any time upon at least forty-five (45) days’ prior written by giving notice thereof to BAFCthe Lenders and the Borrowers. Upon any such resignation, the Servicer, Required Lenders shall have the Guarantor, the Collateral right to appoint a successor Administrative Agent, the Letter of Credit Agent, the Liquidity Banks and the Depositary, and the Administrative Agent will at the direction of the Majority Liquidity Banks, resign as Administrative Agent; provided, however, that, in either case, the resignation of the which successor shall be an Eligible Assignee. If no successor Administrative Agent shall not be effective until have been so appointed by the Majority Liquidity Banks shall have agreed to the appointment of another Liquidity Bank to perform the duties of the Administrative Agent hereunder, such replacement Required Lenders and shall have accepted such appointment and within thirty (30) days after the Letter Administrative Agent's giving of Credit notice of resignation, then the Administrative Agent shall have delivered to may, on behalf of the Lenders, appoint a successor Administrative Agent, in exchange for which successor shall have minimum capital and surplus of at least $500,000,000. Upon the outstanding Letter acceptance of Credit held any appointment as Administrative Agent hereunder by the predecessor a successor Administrative Agent, a substitute Letter of Credit in accordance with the terms of Section 2.01(b) of the Letter of Credit Reimbursement Agreement and the Letter of Credit. In the event of such resignation, the Majority Liquidity Banks shall as promptly as practicable appoint a successor agent to replace the Administrative Agent; provided that such successor agent shall be a Liquidity Bank under this Agreement. If the Majority Liquidity Banks have not appointed a successor agent within forty-five (45) days of the Administrative Agent’s resignation notice, the resigning Administrative Agent shall appoint a successor. Notwithstanding the resignation thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, the provisions of this Section 10.01 hereof 12.9 shall continue to inure to the in effect for its benefit of the Administrative Agent in ------------ respect of any action actions taken or omitted to be taken by the Administrative Agent in its capacity as such it while it was such under this Agreementacting as Administrative Agent.

Resignation of the Administrative Agent. The Successor -------------------------------------------------- Administrative Agent. Subject to the appointment and acceptance of a successor -------------------- as provided below, the Administrative Agent may, may resign at any time upon by giving thirty (30) days prior notice thereof to the Lenders and the Borrowers. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent, which successor shall have minimum capital and surplus of at least forty-five (45) days’ prior written notice to BAFC, the Servicer, the Guarantor, the Collateral Agent, the Letter of Credit Agent, the Liquidity Banks and the Depositary, and the Administrative Agent will at the direction of the Majority Liquidity Banks, resign as Administrative Agent; provided, however, that, in either case, the resignation of the $500,000,000. If no successor Administrative Agent shall not be effective until have been so appointed by the Majority Liquidity Banks shall have agreed to the appointment of another Liquidity Bank to perform the duties of the Administrative Agent hereunder, such replacement Required Lenders and shall have accepted such appointment and within thirty (30) days after the Letter Administrative Agent's giving of Credit notice of resignation, then the Administrative Agent shall have delivered to may, on behalf of the Lenders, appoint a successor Administrative Agent, in exchange for which successor shall have minimum capital and surplus of at least $500,000,000. Upon the outstanding Letter acceptance of Credit held any appointment as Administrative Agent hereunder by the predecessor a successor Administrative Agent, a substitute Letter of Credit in accordance with the terms of Section 2.01(b) of the Letter of Credit Reimbursement Agreement and the Letter of Credit. In the event of such resignation, the Majority Liquidity Banks shall as promptly as practicable appoint a successor agent to replace the Administrative Agent; provided that such successor agent shall be a Liquidity Bank under this Agreement. If the Majority Liquidity Banks have not appointed a successor agent within forty-five (45) days of the Administrative Agent’s resignation notice, the resigning Administrative Agent shall appoint a successor. Notwithstanding the resignation thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, the provisions of Section 10.01 hereof this Article 13 shall continue to inure to the in effect for its benefit of the Administrative Agent in respect of any action actions taken or omitted to be taken by the Administrative Agent in its capacity as such it while it was such under this Agreementacting as Administrative Agent.