Common use of Resignation or Removal of Administrative Agent Clause in Contracts

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 11.06, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Bank and the Borrower, and the Administrative Agent may be removed by the Majority Lenders if the Administrative Agent in its capacity as a Lender is a Defaulting Lender pursuant to clause (d) of the definition thereof. Upon any such resignation or removal, the Majority Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation or removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Bank, 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. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article XI and Section 12.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent.

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 11.06below, the Administrative Agent may resign at any time by notifying giving notice thereof to the Lenders, the Issuing Bank Lenders and the Borrower, and the Administrative Agent may be removed at any time with or without cause by the Majority Lenders if the Administrative Agent in its capacity as a Lender is a Defaulting Lender pursuant to clause (d) of the definition thereofLenders. Upon any such resignation or removal, the Majority Lenders shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives Agent's giving of notice of its resignation or the Majority Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bankAgent. Upon the acceptance of its such appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorhereunder. After the any retiring Administrative Agent’s 's resignation hereunderor removal hereunder as Administrative Agent, the provisions of this Article XI and Section 12.03 shall continue in effect for the its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while it was acting as the Administrative Agent.

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 11.06below, the Administrative Agent may resign at any time by notifying giving five days prior notice thereof to the Lenders, the Issuing Bank Lenders and the BorrowerBorrowers, and the Administrative Agent may be removed at any time with or without cause by the Majority Lenders if the Administrative Agent in its capacity as a Lender is a Defaulting Lender pursuant to clause (d) of the definition thereofLenders. Upon any such resignation or removal, the Majority Lenders shall have the right, in consultation with the BorrowerBorrowers, to appoint a successorsuccessor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives Agent’s giving of notice of its resignation or the Majority Lenders’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and Lenders, in consultation with the Issuing BankBorrowers, appoint a successor Administrative Agent which Agent, that shall be a bank with that has an office in New York, New York, or an Affiliate York with a combined capital and surplus of any such bankat least $5,000,000,000. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorhereunder. After the any retiring Administrative Agent’s resignation hereunderor removal hereunder as Administrative Agent, the provisions of this Article XI and Section 12.03 10 shall continue in effect for the its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while it was acting as the Administrative Agent.

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 11.06below, the Administrative Agent may resign at any time by notifying giving notice thereof to the Lenders, the Issuing Bank Lenders and the Borrower, and the Administrative Agent may be removed at any time with or without cause by the Majority Lenders if the Administrative Agent in its capacity as a Lender is a Defaulting Lender pursuant to clause (d) of the definition thereofLenders. Upon any such resignation or removal, the Majority Lenders shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives Agent’s giving of notice of its resignation or the Majority Lenders’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bankAgent. Upon the acceptance of its such appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorhereunder. After the any retiring Administrative Agent’s resignation hereunderor removal hereunder as Administrative Agent, the provisions of this Article XI and Section 12.03 shall continue in effect for the its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while it was acting as the Administrative Agent.

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 11.06below, the Administrative Agent may resign at any time by notifying giving notice thereof to the Lenders, the Issuing Bank Lenders and the Borrower, Company and the Administrative Agent may be removed at any time with or without cause by the Majority Lenders. Upon any such resignation or removal the Majority Lenders if shall have the right to appoint a successor Administrative Agent in its capacity as a Lender is a Defaulting Lender pursuant reasonably acceptable to clause (d) of the definition thereofCompany. Upon any such resignation or removal, the Majority Lenders shall have the right, in consultation with the BorrowerAdministrative Agent that resigned or was removed shall, to appoint the extent that its annual agency fee was paid in advance, pay to the Company an amount equal to such fee multiplied by a successorfraction the numerator of which shall be the number of days remaining on the date of such resignation or removal until the next anniversary of the Effective Date, and the denominator of which shall be 365. If no successor Administrative Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives Agent's giving of notice of its resignation or the Majority Lenders' removal of the retiring Administrative AgentAgent (the "Notice Date"), then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent which reasonably acceptable to the Company. Any successor Administrative Agent shall be (i) a Lender or (ii) if no Lender has accepted such appointment within 30 days after the Notice Date, a bank with which has an office in New York, New York, or an Affiliate York with a combined capital and surplus of any such bankat least $250,000,000. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorhereunder. After the any retiring Administrative Agent’s 's resignation hereunderor removal hereunder as Administrative Agent, the provisions of this Article XI and Section 12.03 11 shall continue in effect for the its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while it was acting as the Administrative Agent.

Resignation or Removal of Administrative Agent. Subject ------------------------------------------------- to the appointment and acceptance of a successor Administrative Agent as provided in this Section 11.0612.06, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Bank Lenders and the Borrower, and the Administrative Agent may be removed at any time with or without cause by the Majority Lenders if the Administrative Agent in its capacity as a Lender is a Defaulting Lender pursuant to clause (d) all of the definition thereofLenders. Upon any such resignation or removal, the Majority Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation or removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bankAgent. Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documentshereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s 's resignation hereunder, the provisions of this Article XI ARTICLE XII and Section 12.03 13.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent.

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 11.06below, the Administrative Agent may resign at any time by notifying giving notice thereof to the Lenders, the Issuing Bank Lenders and the Borrower, and the Administrative Agent may be removed at any time with or without cause by the Majority Lenders if the Administrative Agent in its capacity as a Lender is a Defaulting Lender pursuant to clause (d) of the definition thereofRequired Lenders. Upon any such resignation or removal, the Majority Required Lenders shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives Agent’s giving of notice of its resignation or the Required Lenders’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bankAgent. Upon the acceptance of its such appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorhereunder. After the any retiring Administrative Agent’s resignation hereunderor removal hereunder as Administrative Agent, the provisions of this Article XI and Section 12.03 shall continue in effect for the its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while it was acting as the Administrative Agent.

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 11.06below, the Administrative Agent may resign at any time by notifying giving notice thereof to the Lenders, the Issuing Bank Lenders and the Borrower, and the Administrative Agent may be removed at any time with or without cause by the Majority Lenders if the Administrative Agent in its capacity as a Lender is a Defaulting Lender pursuant to clause (d) of the definition thereofRequired Lenders. Upon any such resignation or removal, the Majority Required Lenders shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives Agent's giving of notice of its resignation or the Required Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bankAgent. Upon the acceptance of its such appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorhereunder. After the any retiring Administrative Agent’s 's resignation hereunderor removal hereunder as Administrative Agent, the provisions of this Article ARTICLE XI and Section SECTION 12.03 shall continue in effect for the its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while it was acting as the Administrative Agent.

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 11.06below, the Administrative Agent may resign at any time by notifying giving notice thereof to the Lenders, the Issuing Bank Banks and the Borrower, Borrower and the Administrative Agent may be removed at any time with or without cause by the Majority Lenders if the Administrative Agent in its capacity as a Lender is a Defaulting Lender pursuant to clause (d) of the definition thereofRequired Banks. Upon any such resignation or removal, the Majority Lenders Required Banks shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Majority Lenders Required Banks and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives Agent's notice of its resignation or the Required Banks' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankBanks, appoint a successor Administrative Agent. Any successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate which has a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorhereunder. After the any retiring Administrative Agent’s 's resignation hereunderor removal hereunder as Administrative Agent, the provisions of this Article XI and Section 12.03 VII shall continue in effect for the its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while it was acting as the Administrative AgentAgent hereunder.

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 11.06below, the Administrative Agent may resign at any time by notifying giving notice thereof to the Lenders, the Issuing Bank Lenders and the Borrower, and the Administrative Agent may be removed at any time with or without cause by the Majority Lenders if the Administrative Agent in its capacity as a Lender is a Defaulting Lender pursuant to clause (d) of the definition thereofLenders. Upon any such resignation or removal, the Majority Lenders shall have the right, in consultation right to appoint a successor Administrative Agent with the consent of the Borrower, to appoint a successorwhich consent shall not be unreasonably withheld. If no successor Administrative Agent shall have been so appointed by the Majority Lenders in accordance with the foregoing provisions, and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives Agent's giving of notice of its resignation or the Majority Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bankAgent. Upon the acceptance of its such appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorhereunder. After the any retiring Administrative Agent’s 's resignation hereunderor removal hereunder as Administrative Agent, the provisions of this Article XI and Section 12.03 13.03 shall continue in effect for the its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while it was acting as the Administrative Agent.

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 11.06below, the Administrative Agent may resign at any time by notifying giving notice thereof to the Lenders, the Issuing Bank Banks and the Borrower, Borrower and the Administrative Agent may be removed at any time with or without cause by the Majority Lenders if the Administrative Agent in its capacity as a Lender is a Defaulting Lender pursuant to clause (d) of the definition thereofRequired Banks. Upon any such resignation or removal, the Majority Lenders Required Banks shall have the rightright to appoint a successor Administrative Agent, in consultation with subject to the right of the Borrower, so long as no Event of Default is in existence, to appoint approve any such successor Administrative Agent which is not then a successorBank or an Affiliate thereof, which approval shall not be unreasonably withheld or delayed. If no successor Administrative Agent shall have been so appointed by the Majority Lenders Required Banks and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives Agent's notice of its resignation or the Required Banks' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankBanks, appoint a successor Administrative Agent. Any successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate which has a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorhereunder. After the any retiring Administrative Agent’s 's resignation hereunderor removal hereunder as Administrative Agent, the provisions of this Article XI and Section 12.03 VII shall continue in effect for the its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while it was acting as the Administrative AgentAgent hereunder.

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 11.06, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Bank and the Borrower, and the Administrative Agent may be removed by the Majority Lenders if the Administrative Agent in its capacity as a Lender is a Defaulting Lender pursuant to clause (d) of the definition thereof. Upon any such resignation or removal, the Majority Lenders shall have the right, in consultation with the BorrowerBorrower so long as no Default has occurred and is continuing, to appoint a successor. If no successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation or removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Bank, 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. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article XI and Section 12.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent.

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 11.06below, the Administrative Agent may resign at any time by notifying giving notice thereof to the Lenders, the Issuing Bank Lenders and the Borrower, and the Administrative Agent may be removed at any time with or without cause by the Majority Lenders if the Administrative Agent in its capacity as a Lender is a Defaulting Lender pursuant to clause (d) of the definition thereofRequired Lenders. Upon any such resignation or removal, the Majority Required Lenders shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Administrative Agent with the prior consent of the Borrower (which consent shall not be unreasonably withheld); provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing and the Commitments have been terminated and/or the Loans and other amounts payable by the Loan Parties hereunder have been declared forthwith due and payable. If no successor Administrative Agent shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives Agent's giving of notice of its resignation or the Required Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent which Agent, that shall be a bank with an office in New York, New York, or an Affiliate a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorhereunder. After the any retiring Administrative Agent’s 's resignation hereunderor removal hereunder as Administrative Agent, the provisions of this Article XI and Section 12.03 8 shall continue in effect for the its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while it was acting as the Administrative AgentAgent hereunder.

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent Agent, as provided in this Section 11.06below, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Bank giving written notice thereof to Farm Credit and the Borrower, and the Administrative Agent may be removed by the Majority Lenders if the Administrative Agent in its capacity as a Lender is a Defaulting Lender pursuant to clause (d) of the definition thereof. Upon any such resignation or removal, the Majority Lenders Farm Credit shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Administrative Agent which must be located in the United States of America. If no successor Administrative Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives Agent’s giving of notice of its resignation or removal of the retiring Administrative Agentresignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankFarm Credit, appoint a successor Administrative Agent which must be located in the United States of America. Farm Credit or the retiring Administrative Agent, as the case may be, shall be upon the appointment of a bank with an office in New York, New York, or an Affiliate of any such banksuccessor Administrative Agent promptly so notify Borrower. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, Agent and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorhereunder, except for any liability arising from gross negligence, willful misconduct or material breach of this Agreement. After the any retiring Administrative Agent’s resignation hereunderhereunder as Administrative Agent, the provisions of this Article XI and Section 12.03 Agreement shall continue in effect for the its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while it was acting as Administrative Agent.

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 11.06paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Bank and the Borrower, and the Administrative Agent may be removed by the Majority Lenders if the Administrative Agent in its capacity as a Lender is a Defaulting Lender pursuant to clause (d) of the definition thereof. Upon any such resignation or removalresignation, the Majority Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation or removal of the retiring Administrative Agentresignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Bank, 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. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documentshereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article XI and Section 12.03 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent.

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 11.06below, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Bank giving written notice thereof to Lenders and the Borrower, and the Administrative Agent may be removed at any time with or without cause by the Majority all Lenders if the (other than Administrative Agent in its capacity as a Lender is a Defaulting Lender pursuant to clause (d) of the definition thereof. Upon any such resignation or removal, the Majority Lenders shall have the right, in consultation with the Borrower, to appoint a successorAgent). If no successor shall have Administrative Agent has been so appointed by the Majority Lenders (and shall have approved by the Borrower) and has accepted such appointment within 30 days after the retiring Administrative Agent gives Agent's giving of notice of its resignation or removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent. Any successor Administrative Agent must be approved by Borrower, which shall approval will not be a bank with an office in New York, New York, or an Affiliate of any such bankunreasonably withheld. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Administrative Agent, and the retiring Administrative Agent Agent, as the case may be, shall be discharged from its duties and obligations hereunder and under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorhereunder. After the any retiring Administrative Agent’s 's resignation hereunderor removal hereunder as Administrative Agent, the provisions of this Article XI and Section 12.03 15 shall continue in effect for the its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of to any actions taken or omitted to be taken by any of them it while it was acting as Administrative Agent. To be eligible to be an Administrative Agent hereunder the party serving, or to serve, in such capacity must own a Pro Rata Part of the Commitments equal to the level of Commitment required to be held by any Lender pursuant to Section 28 hereof.

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 11.06, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Bank Lenders and the Borrower, and the Administrative Agent may be removed at any time with or without cause by the Majority Lenders if the Administrative Agent in its capacity as a Lender is a Defaulting Lender pursuant to clause (d) of the definition thereofLenders. Upon any such resignation or removal, the Majority Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation or removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, 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. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documentshereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article XI and Section 12.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent.

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 11.06below, the Administrative Agent may resign at any time by notifying giving notice thereof to the Lenders, the Issuing Bank Banks and the Borrower, Borrowers and the Administrative Agent may be removed at any time with or without cause by the Majority Lenders if the Administrative Agent in its capacity as a Lender is a Defaulting Lender pursuant to clause (d) of the definition thereofRequired Banks. Upon any such resignation or removal, the Majority Lenders Required Banks shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Administrative Agent, subject to the approval of the Borrowers, which approval shall not be unreasonably withheld or delayed; provided, however, that no such approval of the Borrowers shall be required if (i) the successor is a Bank or (ii) a Default or Event of Default is in existence. If no successor Administrative Agent shall have been so appointed by the Majority Lenders Required Banks and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives Agent's notice of its resignation or the Required Banks' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankBanks, appoint a successor Administrative Agent, subject to the approval of the Borrowers, which approval shall not be unreasonably withheld or delayed; provided, however, that no such approval of the Borrowers shall be required if (i) the successor is a Bank or (ii) a Default or Event of Default is in existence. Any successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate which has a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorhereunder. After the any retiring Administrative Agent’s 's resignation hereunderor removal hereunder as Administrative Agent, the provisions of this Article XI and Section 12.03 VII shall continue in effect for the its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while it was acting as the Administrative AgentAgent hereunder.

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 11.06, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Bank Banks and the Borrower, and the Administrative Agent may be removed at any time with or without cause by the Majority Lenders if the Administrative Agent in its capacity as a Lender is a Defaulting Lender pursuant to clause (d) of the definition thereofLenders. Upon any such resignation or removal, the Majority Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives notice of its resignation or removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankBanks, 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. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documentshereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article ARTICLE XI and Section 12.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent.

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 11.06, the The Administrative Agent may resign at any time by notifying give notice of its resignation to the Lenders, the Issuing Bank Lenders and the Borrower, and which notice shall set forth the proposed date of resignation, which shall be not less than 30 days after the date of such notice, during which time the Administrative Agent may be removed by the Majority Lenders if shall continue to act as the Administrative Agent hereunder, unless sooner replaced or removed in its capacity accordance with the provisions hereof. In addition, at any time the Person serving as a Lender Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and such Person, remove such Person as Administrative Agent. Upon receipt of any such notice of resignation or issuance of notice of removal, the Majority Required Lenders shall have the right, in right to appoint a successor (subject to consultation with the Borrower, to appoint unless an Event of Default has occurred and is continuing), which shall be a successorbank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation or removal the Required Lenders issue such notice of the retiring Administrative Agentremoval, then the retiring or removed Administrative Agent may, may on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent which shall be a bank meeting the qualifications set forth above (subject to consultation with the Borrower, unless an office in New York, New York, or an Affiliate Event of any such bank. Upon Default has occurred and is continuing); provided that if the acceptance of its appointment as Administrative Agent hereunder by a successorshall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such successor resignation or removal shall succeed to nonetheless become effective in accordance with such notice and become vested with all the rights, powers, privileges and duties of (1) the retiring Administrative Agent, and the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders under any of the Loan Documents, the retiring or removed 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 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 as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired or removed) Administrative Agent, and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunderor removal hereunder and under the other Loan Documents, the provisions of this Article XI and Section 12.03 10.04 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it the retiring or removed Administrative Agent was acting as Administrative Agent.

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 11.06, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Bank and the Borrower, and the Administrative Agent may be removed at any time with or without cause by the Majority Lenders if the Administrative Agent in its capacity as a Lender is a Defaulting Lender pursuant to clause (d) of the definition thereofLenders. Upon any such resignation or removal, the Majority Lenders shall have the right, in consultation with the Borrower’s consent, which consent shall not be unreasonably withheld, to appoint a successorsuccessor (provided that the Borrower’s consent shall not be required if (a) an Event of Default has occurred and is continuing or (b) no successor has been appointed within 30 days of such resignation or removal). If no successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation or removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Bank, 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. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documentshereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article XI and Section 12.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent.

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 11.06below, the Administrative Agent may resign at any time by notifying giving notice thereof to the Lenders, the Issuing Bank and the BorrowerBanks, and the Administrative Agent may be removed at any time with or without cause by the Majority Lenders if the Administrative Agent in its capacity as a Lender is a Defaulting Lender pursuant to clause (d) of the definition thereofRequired Banks. Upon any such resignation or removal, the Majority Lenders Required Banks shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Administrative Agent, which Administrative Agent shall be reasonably acceptable to Borrower. If no successor Administrative Agent shall have been so appointed by the Majority Lenders Required Banks and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives Agent's giving of notice of its resignation or the Required Banks' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankBanks, appoint a successor Administrative Agent Agent, which shall be a bank with an office in New Yorkhaving a combined capital, New York, or an Affiliate surplus and retained earnings of any such banknot less than U.S. $250,000,000 and which shall be reasonably acceptable to Borrower. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorhereunder. After the any retiring Administrative Agent’s 's resignation hereunderor removal hereunder as Administrative Agent, the provisions of this Article XI and Section 12.03 VII shall continue in effect for the its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while it was acting as Administrative Agent.

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 11.06below, the Administrative Agent may resign at any time by notifying giving notice thereof to the Lenders, the Issuing Bank Borrower and the BorrowerSubsidiary Guarantors, and the Administrative Agent may be removed at any time with or without cause by the Majority Lenders if with (unless an Event of Default has occurred or is continuing) the Administrative Agent in its capacity as a Lender is a Defaulting Lender pursuant to clause (d) approval of the definition thereofBorrower. Upon any such resignation or removal, the Majority Lenders shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Administrative Agent with (unless an Event of Default has occurred and is continuing) the approval of the Borrower (such approval not to be unreasonably withheld). If no successor Administrative Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives Agent's giving of notice of its resignation or the Majority Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent which shall with (unless an Event of Default has occurred and is continuing) the approval of the Borrower (such approval not to be a bank with an office in New York, New York, or an Affiliate of any such bankunreasonably withheld). Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorhereunder. After the any retiring Administrative Agent’s 's resignation hereunderor removal hereunder as Administrative Agent, the provisions of this Article XI and Section 12.03 11 shall continue in effect for the its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while it was acting as the Administrative Agent.

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section ‎Section 11.06, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Bank and the Borrower, and the Administrative Agent may be removed at any time with or without cause by the Majority Lenders if the Administrative Agent in its capacity as a Lender is a Defaulting Lender pursuant to clause (d) of the definition thereofRequired Lenders. Upon any such resignation or removal, the Majority Required Lenders shall have the right, in consultation with and upon the Borrowerapproval of the Borrower (so long as no Event of Default has occurred and is continuing), which approval shall not be unreasonably withheld, to appoint a successor. If no successor shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation or removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Bank, 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. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documentshereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article ‎ARTICLE XI and Section ‎Section 12.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent.

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 11.06, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Bank giving prior notice of at least thirty (30) days thereof to Lenders and the Borrower, Borrower and the Administrative Agent may be removed at any time with cause by the Majority Lenders if the Administrative Agent in its capacity as a Lender is a Defaulting Lender pursuant to clause (d) of the definition thereofRequired Lenders. Upon any such resignation or removal, the Majority Required Lenders shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Administrative Agent that shall be an institutional lender that meets the qualifications of an Eligible Assignee, which Borrower, as long as no Default exists, shall then have the right to approve or disapprove in its reasonable discretion if such successor Administrative Agent is not a Lender. If no successor Administrative Agent shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives Agent’s giving of notice of its resignation or removal of the retiring Administrative Agent or Required Lenders’ removal of Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent, that shall meet the requirements of an Eligible Assignee. If no successor Administrative Agent which has been appointed by Required Lenders or Administrative Agent, as provided above, then the retiring Administrative Agent’s resignation shall be nevertheless become effective forty-five (45) days after the retiring Administrative Agent’s notice of resignation and Required Lenders shall thereafter perform all of the duties of Administrative Agent hereunder and/or under any other Loan Documents until such time, if any, as the Required Lenders appoint a bank with an office successor Administrative Agent, as provided in New York, New York, or an Affiliate of any such bankthis Section 12.8. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documentshereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the any retiring Administrative Agent’s resignation hereunderhereunder as Administrative Agent, the provisions of this Article XI and Section 12.03 12 shall continue in effect for the its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while it was acting as Administrative Agent.

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 11.06, shall have the Administrative Agent may right to resign at any time by notifying the Lenders, the Issuing Bank and the Borrower, and the time. Administrative Agent may be removed at any time with cause by the Majority Lenders if Required Banks, provided that Borrower and the Administrative Agent other Banks shall be promptly notified in its capacity as a Lender is a Defaulting Lender pursuant to clause (d) of the definition writing thereof. Upon any such resignation removal or removalresignation, the Majority Lenders Required Banks shall have the rightright to appoint a successor Administrative Agent which successor Administrative Agent, in consultation with so long as it is reasonably acceptable both to the Required Banks and, provided that no Default or Event of Default shall then exist, the Borrower, to appoint a successorshall be that Bank then having the greatest Loan Commitment (other than the Bank resigning or removed as Administrative Agent). If no successor Administrative Agent shall have been so appointed by the Majority Lenders Required Banks and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives notice of its Required Banks’ removal or resignation or removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankBanks, appoint a successor Administrative Agent Agent, which shall be one of the Banks. The Required Banks or the retiring Administrative Agent, as the case may be, shall upon the appointment of a bank with an office successor Administrative Agent promptly so notify in New York, New York, or an Affiliate of any such bankwriting Borrower and the other Banks. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorhereunder. After the any retiring Administrative Agent’s removal or resignation hereunderhereunder as Administrative Agent, the provisions of this Article XI and Section 12.03 X shall continue in effect for the its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while it was acting as Administrative Agent.

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 11.06, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Bank on thirty (30) days’ prior written notice to Borrowers and the Borrower, and the Banks. Administrative Agent may be removed by the Majority Lenders if Required Banks (determined exclusive of the Administrative Agent Agent) in its capacity as a Lender is a Defaulting Lender pursuant to clause (d) the event of Administrative Agent’s gross negligence, willful misconduct or material breach of this Agreement, provided that Borrowers and the definition other Banks shall be promptly notified thereof. Upon any such resignation or removal, the Majority Lenders Required Banks shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Administrative Agent which successor Administrative Agent, so long as it is reasonably acceptable to the Required Banks, shall be that Bank, excluding the resigning Administrative Agent, then having the greatest Loan Commitment (or, if more than one Bank, one of such Banks, as selected by the Required Banks.). If no successor Administrative Agent shall have been so appointed by the Majority Lenders Required Banks and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives notice of its resignation or removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankBanks, appoint a successor Administrative Agent Agent, which shall be a bank with an office in New Yorkone of the Banks. Notwithstanding the above provisions of this Section 10.08, New York, or an Affiliate if no Event of Default exists the identity of any successor Administrative Agent shall be subject to the approval of Borrowers, such bankapproval not to be unreasonably withheld or delayed. The Required Banks or the retiring Administrative Agent, as the case may be, shall upon the appointment of a successor Administrative Agent promptly so notify Borrowers and the other Banks. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorhereunder. After the any retiring Administrative Agent’s removal or resignation hereunderhereunder as Administrative Agent, the provisions of this Article XI and Section 12.03 X shall continue in effect for the its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while it was acting as Administrative Agent.

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 11.06, the (a) The Administrative Agent may resign at any time by notifying give notice of its resignation to the Lenders, the Issuing Bank L/C Issuer and the Borrower, and the Administrative Agent may be removed by the Majority Lenders if the Administrative Agent in its capacity as a Lender is a Defaulting Lender pursuant to clause (d) of the definition thereof. Upon receipt of any such resignation or removalnotice of resignation, the Majority Required Lenders shall have the right, in consultation with the Borrowerreasonable consent of the Borrower so long as no Event of Default has occurred and is continuing, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation (or removal of such earlier day as shall be agreed by the retiring Administrative AgentRequired Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may, may (but shall not be obligated to) on behalf of the Lenders and the Issuing BankL/C Issuer, appoint a successor Administrative Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. If the initial Administrative Agent at any time is no longer a Lender then the Administrative Agent will upon the request of the Borrower made with the consent of the Required Lenders, which shall be a bank with an office in New YorkBorrower may make so long as no Event of Default exists and is continuing, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment resign as Administrative Agent hereunder by in which event a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring new Administrative Agent shall be discharged from its duties and obligations hereunder and under appointed in accordance with the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article XI and Section 12.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agentterms hereof.

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 11.06, the (a) The Administrative Agent may resign at any time by notifying give notice of its resignation to the Lenders, the Issuing Bank L/C Issuers and the BorrowerCompany, and which notice shall set forth the proposed date of resignation, which shall be not less than 30 days after the date of such notice, during which time the Administrative Agent may be removed by the Majority Lenders if shall continue to act as the Administrative Agent hereunder, unless sooner replaced or removed in its capacity accordance with the provisions hereof. In addition, at any time the Person serving as a Lender Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by Applicable Law, by notice in writing to the Company and such Person, remove such Person as Administrative Agent. Upon receipt of any such notice of resignation or issuance of notice of removal, the Majority Required Lenders shall have the right, in right to appoint a successor (subject to consultation with the BorrowerCompany, to appoint unless an Event of Default has occurred and is continuing), which shall be a successorbank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation (or removal of such earlier day as shall be agreed by the retiring Administrative AgentRequired Lenders), then the retiring or removed Administrative Agent may, may on behalf of the Lenders and the Issuing BankL/C Issuers, appoint a successor Administrative Agent which shall be a bank meeting the qualifications set forth above (subject to consultation with the Company, unless an office in New York, New York, or an Affiliate Event of any such bank. Upon Default has occurred and is continuing); provided that if the acceptance of its appointment as Administrative Agent hereunder by a successorshall notify the Company and the Lenders that no qualifying Person has accepted such appointment, then such successor resignation or removal shall succeed to nonetheless become effective in accordance with such notice and become vested with all the rights, powers, privileges and duties of (1) the retiring Administrative Agent, and the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan DocumentsDocuments 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 L/C Issuer 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 as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired or removed) Administrative Agent (other than as provided in Section 3.01(g) and other than any rights to indemnity payments or other amounts owed to the retiring or removed Administrative Agent as of the resignation date or removal date, as applicable), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower Company to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Company and such successor. After the retiring Administrative Agent’s resignation hereunderor removal hereunder and under the other Loan Documents, the provisions of this Article XI and Section 12.03 11.04 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them (i) while it the retiring or removed Administrative Agent was acting as Administrative Agent and (ii) after such resignation or removal for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 11.06below, the Administrative Agent may resign at any time by notifying giving notice thereof to the Lenders, the Issuing Bank Banks and the BorrowerCompany, and the Administrative Agent may be removed at any time with or without cause by the Majority Lenders if the Administrative Agent in its capacity as a Lender is a Defaulting Lender pursuant to clause (d) of the definition thereofBanks. Upon any such resignation or removal, the Majority Lenders Banks shall have the right, in consultation with the Borrower, right to appoint a successor Administrative Agent (subject to the consent of the Company, which consent shall not be unreasonably withheld), provided deposits with a successor Administrative Agent shall be insured by the Federal Deposit Insurance Corporation or its successor. If no successor Administrative Agent shall have been so appointed by the Majority Lenders Banks and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives Agent's giving of notice of its resignation or the Majority Banks' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankBanks, appoint a successor Administrative Agent (subject to the consent of the Company, which consent shall not be unreasonably withheld). Any successor Administrative Agent shall be a bank with which has an office in New York, New York, or an Affiliate the United States and a combined capital and surplus of any such bankat least $1,000,000,000. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documentshereunder. The fees payable by the Borrower to a A successor Administrative Agent shall be promptly specify by notice to the same as those payable Company and the Banks its Principal Office referred to its predecessor unless otherwise agreed between the Borrower in Sections 3.1 and such successor5.1. After the any retiring Administrative Agent’s 's resignation hereunderor removal hereunder as Administrative Agent, the provisions of this Article XI and Section 12.03 12 shall continue in effect for the its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while it was acting as an Administrative Agent.

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 11.06below, the Administrative Agent may resign at any time by notifying giving notice thereof to the Lenders, the Issuing Bank Banks and the BorrowerFunds, and the Administrative Agent may be removed at any time with or without cause by the Majority Lenders if the Administrative Agent in its capacity as a Lender is a Defaulting Lender pursuant to clause (d) of the definition thereofBanks. Upon any such resignation or removal, the Majority Lenders Banks shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Administrative Agent with the consent of the Funds, which consent shall not be unreasonably withheld or delayed. If no successor Administrative Agent shall have been so appointed by the Majority Lenders Banks and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives Agent's giving of notice of its resignation or the Majority Banks' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders Banks and with the Issuing Bankconsent of the Funds, which consent shall not be unreasonably withheld or delayed, appoint a successor Administrative Agent which Agent, that shall be a bank with that has an office in New York, New York, or an Affiliate York with a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorhereunder. After the any retiring Administrative Agent’s 's resignation hereunderor removal hereunder as Administrative Agent, the provisions of this Article XI and Section 12.03 10 shall continue in effect for the its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while it was acting as the Administrative Agent.

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent hereby agrees not to unilaterally resign except in the event it becomes an Affected Bank and is removed or replaced as provided a Bank pursuant to Section 3.07, in this Section 11.06, which event it shall have the right to resign. Bank of America agrees that it may be replaced as Administrative Agent may resign at any time by notifying the Lenders, Required Banks if its Loan Commitment is reduced to $25,000,000 or less through assignments to Assignees. If (x) the Issuing Bank and the Borrower, and the Person serving as Administrative Agent may be removed by the Majority Lenders if the Administrative Agent in its capacity as a Lender is a Defaulting Lender pursuant to clause (d) of the definition thereof or (y) the Person serving as Administrative Agent engages in gross negligence or willful misconduct in its performance of its duties as Administrative Agent as determined by a court of competent jurisdiction by final and nonappealable judgment, then the Required Banks may, to the extent permitted by applicable Law, by notice in writing to the Borrower and such Person remove such Person as Administrative Agent. In the case of any removal of Administrative Agent, Borrower and the Banks shall be promptly notified thereof. Upon any such resignation or removalremoval of Administrative Agent, the Majority Lenders Required Banks shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Administrative Agent, which successor Administrative Agent, so long as it is reasonably acceptable to the Required Banks, shall be that Bank then having the greatest Loan Commitment; if two (2) or more Banks have an equal greatest Loan Commitment, the Required Banks shall select between or among them. If no successor Administrative Agent shall have been so appointed by the Majority Lenders Required Banks and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives notice of its resignation or Required Banks’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankBanks, appoint a successor Administrative Agent Agent, which shall be one of the Banks. The Required Banks or the retiring Administrative Agent, as the case may be, shall upon the appointment of a bank with an office in New York, New York, or an Affiliate of any such banksuccessor Administrative Agent promptly so notify Borrower and the other Banks. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorhereunder. After the any retiring Administrative Agent’s resignation hereunderremoval hereunder as Administrative Agent, the provisions of this Article XI and Section 12.03 X shall continue in effect for the its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while it was acting as Administrative Agent.

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 11.06, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Bank Lender, the Borrowers and the BorrowerParent Guarantor, and the Administrative Agent may be removed at any time with or without cause by the Majority Lenders if the Administrative Agent in its capacity as a Lender is a Defaulting Lender pursuant to clause (d) of the definition thereofRequired Lenders. Upon any such resignation or removal, the Majority Required Lenders shall have the right, in consultation with the BorrowerBorrowers, to appoint a successor. If no successor shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives notice of its resignation or removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLender, appoint a successor Administrative Agent which shall be a bank with an office in New York, New YorkAgent, or an Affiliate of any such bankLender or such other location as approved by the Required Lenders or if no such successor shall be appointed by the retiring Administrative Agent as aforesaid, the Required Lenders shall thereafter perform all of the duties of the retiring Administrative Agent hereunder until such appointment by the Required Lenders is made and accepted. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documentshereunder. The fees payable by the Borrower Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Borrowers and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article XI and Section 12.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents Administrative Agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent.

Resignation or Removal of Administrative Agent. Subject The Administrative Agent may at any time give notice of its resignation to the appointment Lenders and acceptance of a successor Administrative Agent as provided in this Section 11.06, the Borrower. The Required Lenders may at any time remove the Administrative Agent may resign by providing at any time by notifying least 60 days’ prior written notice to the LendersAdministrative Agent, the Issuing Bank Borrower and the Borrower, and the Administrative Agent may be removed by the Majority Lenders if the Administrative Agent in its capacity as a Lender is a Defaulting Lender pursuant to clause (d) of the definition thereofother Lenders. Upon receipt of any such notice of resignation or removal, the Majority Required Lenders shall have the right, in consultation with the Borrower, to appoint a successorbank or financial institution which has a long-term unsecured debt rating from Xxxxx’x Investors Service, Inc. of at least “Baa3” (an “Eligible Administrative Agent”). If no successor such Eligible Administrative Agent shall (i) have been so appointed by the Majority Required Lenders and shall (ii) have accepted such appointment within 30 forty-five (45) days after the retiring Administrative Agent gives notice of its resignation or removal the Required Lenders give notice of the retiring Administrative Agentremoval, then the retiring Administrative Agent may, or the Borrower may on behalf of the Lenders and the Issuing Bank, appoint an Eligible Administrative Agent. Any Administrative Agent that is retiring or has received a notice of removal shall cooperate with all reasonable requests of a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bankAgent. Upon the acceptance of its an Eligible Administrative Agent’s appointment as Administrative Agent hereunder by a successorhereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) or removed Administrative Agent, as applicable, and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder and or under the other Loan DocumentsDocuments (if not already discharged therefrom as provided above in this paragraph). The fees payable If no successor Eligible Administrative Agent shall have accepted appointment as the Administrative Agent by the Borrower to date which is sixty (60) days after the retiring Administrative Agent’s notice of resignation or the notice of removal from the Required Lenders, the retiring Administrative Agent’s resignation or removal, as applicable, shall nevertheless thereupon become effective and the Required Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorprovided for above. After the Administrative Agent’s resignation or removal hereunder, the provisions of this Article XI Section 10, Section 2.14 and Section 12.03 11.5 shall continue in effect for the benefit of such retiring Administrative Agent, its agents, sub-agents agents, custodians, nominees, attorneys and their respective Related Parties Affiliates in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent.

Resignation or Removal of Administrative Agent. Subject to ---------------------------------------------- the appointment and acceptance of a successor Administrative Agent as provided in this Section 11.06below, the Administrative Agent may resign at any time by notifying giving notice thereof to the Lenders, the Issuing Bank Lenders and the Borrower, Borrower and the Administrative Agent may be removed at any time with or without cause by the Majority Lenders if the Administrative Agent in its capacity as a Lender is a Defaulting Lender pursuant to clause (d) of the definition thereofRequired Lenders. Upon any such resignation or removal, the Majority Required Lenders shall have the rightright to appoint a successor Administrative Agent, in consultation with provided that so long as no Event of Default -------- shall have occurred and be continuing, such appointment shall be subject to the prior written consent of the Borrower, to appoint a successorwhich consent shall not be unreasonably withheld or delayed. If no successor Administrative Agent shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives Agent's notice of its resignation or the Required Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent. Any successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate which has a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorhereunder. After the any retiring Administrative Agent’s 's resignation hereunderor removal hereunder as Administrative Agent, the provisions of this Article XI and Section 12.03 8 shall continue in effect for the its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while it was acting as the Administrative AgentAgent hereunder.

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 11.06below, the Administrative Agent may resign at any time by notifying giving notice thereof to the Lenders, the Issuing Bank Lenders and the Borrower, Company and the Administrative Agent may be removed by the Majority Lenders if the Administrative Agent in its capacity as a Lender at any time that it is a Defaulting Lender pursuant to clause (d) of by the definition thereofMajority Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Administrative Agent reasonably acceptable to the Company (provided that the Company’s consent shall not be required during the occurrence or continuance of an Event of Default). Upon any such resignation or removal, the Administrative Agent that resigned or was removed shall, to the extent that its annual agency fee was paid in advance, pay to the Company an amount equal to such fee multiplied by a fraction the numerator of which shall be the number of days remaining on the date of such resignation or removal until the next anniversary of the Closing Date, and the denominator of which shall be 365. If no successor Administrative Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives Agent’s giving of notice of its resignation or the Majority Lenders’ removal of the retiring Administrative AgentAgent that is a Defaulting Lender (the “Notice Date”), then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent which reasonably acceptable to the Company. Any successor Administrative Agent shall be (i) a Lender or (ii) if no Lender has accepted such appointment within 30 days after the Notice Date, a bank with which has an office in New York, New York, or an Affiliate York with a combined capital and surplus of any such bankat least $250,000,000. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorhereunder. After the any retiring Administrative Agent’s resignation hereunderor removal hereunder as Administrative Agent, the provisions of this Article XI and Section 12.03 11 shall continue in effect for the its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while it was acting as the Administrative Agent.

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 11.06, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Bank Lenders and the Borrower, and the Administrative Agent may be removed at any time with or without cause by the Majority Lenders if the Administrative Agent in its capacity as a Lender is a Defaulting Lender pursuant to clause (d) of the definition thereofLenders. Upon any such resignation or removal, the Majority Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives notice of its resignation or removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, 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. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documentshereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article XI 10.02(a) and Section 12.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent.

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 11.06, the The Administrative Agent may resign at any time by notifying give notice of its resignation to the Lenders, the Issuing Bank Letter of Credit Issuer and the Borrower, and the Administrative Agent may be removed at any time with or without cause by the Majority Lenders if the Administrative Agent in its capacity as a Lender is a Defaulting Lender pursuant to clause (d) of the definition thereofRequired Lenders. Upon any such resignation or removal, the Majority Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives Agent’s giving of notice of its resignation or the Required Lenders’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, may on behalf of the Lenders and the Issuing BankLetter of Credit Issuer, 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. Upon meeting the acceptance of its appointment as qualifications set forth above; provided that if the Administrative Agent hereunder by a successorshall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such successor resignation or removal shall succeed to nonetheless become effective in accordance with such notice and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan DocumentsDocuments 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 Letter of Credit Issuer 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 as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunderor removal hereunder and under the other Loan Documents, the provisions of this Article XI and Section 12.03 10.04 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it the retiring Administrative Agent was acting as Administrative Agent. Any resignation by, or removal of, Regions Bank as Administrative Agent pursuant to this Section shall also constitute its resignation or removal as Letter of Credit Issuer and Swing Line Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer and Swing Line Lender, (b) the retiring Letter of Credit Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Letter of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of Credit.

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 11.06below, the Administrative Agent may resign at any time by notifying giving notice thereof to the Lenders, the Issuing Bank Banks and the BorrowerCompany, and the Administrative Agent may be removed at any time with or without cause by the Majority Lenders if the Administrative Agent in its capacity as a Lender is a Defaulting Lender pursuant to clause (d) of the definition thereofBanks. Upon any such resignation or removal, the Majority Lenders Banks shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Majority Lenders Banks and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives Agent’s giving of notice of its resignation or the Majority Banks’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankBanks, appoint a successor Administrative Agent which Agent, that shall be a bank with that has an office in New York, New York, or an Affiliate York with a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorhereunder. After the any retiring Administrative Agent’s resignation hereunderor removal hereunder as Administrative Agent, the provisions of this Article XI and Section 12.03 10 shall continue in effect for the its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while it was acting as the Administrative Agent.

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor The Administrative Agent as provided hereby agrees not to unilaterally resign except in this Section 11.06, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing event it becomes an Affected Bank and is removed or replaced as a Bank pursuant to Section 3.07, in which event it shall have the Borrower, and the right to resign. The Administrative Agent may be removed at any time with or without cause by the Majority Lenders if Required Banks, provided that Borrower and the Administrative Agent in its capacity as a Lender is a Defaulting Lender pursuant to clause (d) of the definition other Banks shall be promptly notified thereof. Upon any such resignation or removal, the Majority Lenders Required Banks shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Administrative Agent which successor Administrative Agent, so long as it is reasonably acceptable to the Required Banks, shall be that Bank then having the greatest Loan Commitment. If no successor Administrative Agent shall have been so appointed by the Majority Lenders Required Banks and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives notice of its resignation or Required Banks' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankBanks, appoint a successor Administrative Agent Agent, which shall be one of the Banks. The Required Banks or the retiring Administrative Agent, as the case may be, shall upon the appointment of a bank with an office in New York, New York, or an Affiliate of any such banksuccessor Administrative Agent promptly so notify Borrower and the other Banks. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorhereunder. After any retiring Administrative Agent's removal hereunder as the Administrative Agent’s resignation hereunder, the provisions of this Article XI and Section 12.03 X shall continue in effect for the its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while it was acting as the Administrative Agent.

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 11.06, (a) the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Bank Banks and the Borrower, and (b) the Administrative Agent may be removed at any time with or without cause by the Majority Lenders if and (c) the Borrower may remove the Administrative Agent upon the Administrative Agent becoming subject to any of the events described in its capacity as a Lender is a Defaulting Lender pursuant to clause (de) of the definition thereof. of “Defaulting Lender.” Upon any such resignation or removal, the Majority Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation or removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankBanks, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bankAgent. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documentshereunder. The fees payable by EXLP and the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between EXLP or the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article ARTICLE XI and Section 12.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent.

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 11.06, the The Administrative Agent may resign at any time by notifying give notice of its resignation to the Lenders, the Issuing Bank Banks and the BorrowerBorrowers, and the Administrative Agent may be removed at any time with or without cause by the Majority Lenders if the Administrative Agent in its capacity as a Lender is a Defaulting Lender pursuant to clause (d) of the definition thereofBanks. Upon receipt of any such notice of resignation or removal, the Majority Lenders Banks shall have the right, in consultation with the Borrower, right to appoint a successor. If no successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation or removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bankbank with an office in New York, New York, and such bank has a combined capital and surplus of at least $500,000,000. If no such successor shall have been so appointed by the Majority Banks and shall have accepted such appointment within 30 days after the retiring Administrative Agent’s giving notice of its resignation or the Majority Banks’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may on behalf of the Banks appoint a successor Administrative Agent meeting the qualifications set forth above. Upon the acceptance of its a successor’s appointment as Administrative Agent hereunder by a successorhereunder, such successor shall succeed to and become vested with all of the rights, remedies, powers, privileges and duties as Administrative Agent of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder and under the other Loan Documentsas Administrative Agent hereunder. The fees payable by the Borrower Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Borrowers and such successor. After the retiring Administrative Agent’s resignation or removal hereunder, the provisions of this Article XI and Section 12.03 10 shall continue in effect for the benefit of such the retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it the retiring Administrative Agent was acting as Administrative Agent.

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 11.06below, the Administrative Agent may resign at any time by notifying giving notice thereof to the Lenders, the Issuing Bank Banks and the Borrower, Borrower and the Administrative Agent may be removed at any time with or without cause by the Majority Lenders if the Administrative Agent in its capacity as a Lender is a Defaulting Lender pursuant to clause (d) of the definition thereofRequired Banks. Upon any such resignation or removal, the Majority Lenders Required Banks shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Majority Lenders Required Banks and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives Agent's notice of its resignation or the Required Banks' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankBanks, appoint a successor Administrative Agent. Any successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate lender which has a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorhereunder. After the any retiring Administrative Agent’s 's resignation hereunderor removal hereunder as Administrative Agent, the provisions of this Article XI and Section 12.03 VII shall continue in effect for the its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while it was acting as the Administrative AgentAgent hereunder. The appointment of any successor Administrative Agent shall, provided no Default of Event of Default exists, be subject to the Borrower's prior written approval.

Resignation or Removal of Administrative Agent. Subject to the ---------------------------------------------- appointment and acceptance of a successor Administrative Agent as provided in this Section 11.06below, the Administrative Agent may resign at any time by notifying giving notice thereof to the Lenders, the Issuing Bank Lenders and the BorrowerBorrower and the Company, and the Administrative Agent may be removed at any time with or without cause by the Majority Lenders if the Administrative Agent in its capacity as a Lender is a Defaulting Lender pursuant to clause (d) of the definition thereofLenders. Upon any such resignation or removal, the Majority Lenders shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives Agent's giving of notice of its resignation or the Majority Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent which Agent, that shall be a bank with that has an office in New York, New York, or an Affiliate York with a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorhereunder. After the any retiring Administrative Agent’s 's resignation hereunderor removal hereunder as Administrative Agent, the provisions of this Article XI and Section 12.03 11 shall continue in effect for the its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while it was acting as the Administrative Agent.

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 11.06, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Bank and the Borrower, and the Administrative Agent may be removed by the Majority Lenders if the Administrative Agent in its capacity as a Lender is a Defaulting Lender pursuant to clause (d) of the definition thereof. Upon any such resignation or removal, the Majority Lenders shall have the right, in consultation with the Borrower, to appoint a successor; provided that, no consultation with the Borrower shall be required if an Event of Default has occurred and is continuing. If no successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation or removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor Administrative Agent which meeting the qualifications set forth above; provided that if the retiring Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents ,and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the Issuing Bank directly, until such time as the Majority Lenders appoint a bank with an office successor Administrative Agent as provided for above in New York, New York, or an Affiliate of any such bankthis paragraph. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents(if not already discharged as provided for above in this paragraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s 's resignation hereunder, the provisions of this Article XI and Section 12.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent.

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 11.06, the Administrative Agent may resign at any time by notifying the Lenders, the each Issuing Bank and the Borrower, Borrower and the Administrative Agent may be removed at any time with or without cause by the Majority Lenders if the Administrative Agent in its capacity as a Lender is a Defaulting Lender pursuant to clause (d) of the definition thereofLenders. Upon any such resignation or removal, the Majority Lenders shall have the right, in consultation with the BorrowerBorrower and with the consent of the Borrower (unless an Event of Default has occurred and is continuing), to appoint a successor. If no successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation or removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the each Issuing Bank, appoint a successor Administrative Agent; provided that in no event shall any such successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bankDefaulting Lender. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documentshereunder. The fees payable by the Borrower to a the successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article XI and Section 12.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent.

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 11.06below, the Administrative Agent may resign at any time by notifying giving notice thereof to the Lenders, the Issuing Bank Lenders and the Borrower, Company and the Administrative Agent may be removed at any time with or without cause by the Majority Lenders if the Administrative Agent in its capacity as a Lender is a Defaulting Lender pursuant to clause (d) of the definition thereofLenders. Upon any such resignation or removal, the Majority Lenders shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Administrative Agent reasonably acceptable to the Company. If no successor Administrative Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives Agent's giving of notice of its resignation or the Majority Lenders' removal of the retiring Administrative AgentAgent (the "NOTICE DATE"), then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent which reasonably acceptable to the Company. Any successor Administrative Agent shall be (i) a Lender or (ii) if no Lender has accepted such appointment within 40 days after the Notice Date, a bank with which has an office in New York, New York, or an Affiliate York with a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorhereunder. After the any retiring Administrative Agent’s 's resignation hereunderor removal hereunder as Administrative Agent, the provisions of this Article XI and Section 12.03 11 shall continue in effect for the its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while it was acting as the Administrative Agent.

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 11.06below, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Bank Lenders and the Borrower, and the Administrative Agent may be removed by the Majority Lenders if the Administrative Agent in its capacity as a Lender is a Defaulting Lender pursuant to clause (d) of the definition thereofCredit Parties. Upon any such resignation or removalresignation, the Majority Lenders shall have the right, in consultation with the Borrowerconsent of Credit Parties (which consent shall not be unreasonably withheld or delayed), to appoint a successor, which successor shall be a Lender; provided, however, that if such successor was not a Lender on the date first written above, the Credit Parties must give their prior written consent to such appointment (which consent shall not be unreasonably withheld). If no successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives notice of its resignation or removal of the retiring Administrative Agentresignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent which shall be a bank with a minimum net worth of $500,000,000 and an office in New York, New York, through which office it shall serve as Administrative Agent or an Affiliate of any such bankbank with an office in New York, New York, through which office it shall serve as Administrative Agent. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, Agent and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documentshereunder. The fees payable by the Borrower Continental to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Continental and such successor. After the Administrative Agent’s 's resignation hereunder, the provisions of this Article XI and Section 12.03 9.05 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent.

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided hereby agrees not to unilaterally resign except in this Section 11.06, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing event it becomes an Affected Bank and is removed or replaced as a Bank pursuant to Section 3.07, in which event it shall have the Borrower, and the right to resign. Administrative Agent may be removed at any time with or without cause by the Majority Lenders if Required Banks, provided that Borrower and the Administrative Agent in its capacity as a Lender is a Defaulting Lender pursuant to clause (d) of the definition other Banks shall be promptly notified thereof. Upon any such resignation or removal, the Majority Lenders Required Banks shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Administrative Agent which successor Administrative Agent, so long as it is reasonably acceptable to the Required Banks, shall be that Bank then having the greatest Loan Commitment. If no successor Administrative Agent shall have been so appointed by the Majority Lenders Required Banks and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives notice of its resignation or Required Banks' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankBanks, appoint a successor Administrative Agent Agent, which shall be one of the Banks. The Required Banks or the retiring Administrative Agent, as the case may be, shall upon the appointment of a bank with an office in New York, New York, or an Affiliate of any such banksuccessor Administrative Agent promptly so notify Borrower and the other Banks. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorhereunder. After the any retiring Administrative Agent’s resignation hereunder's removal hereunder as Administrative Agent, the provisions of this Article XI and Section 12.03 X shall continue in effect for the its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while it was acting as Administrative Agent.

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 11.06, the The Administrative Agent may resign at any time by notifying give notice of its resignation to the Lenders, the Issuing Bank Lenders and the Borrower, and the Administrative Agent may be removed by the Majority Lenders if the Administrative Agent in its capacity as a Lender is a Defaulting Lender pursuant to clause (d) of the definition thereof. Upon receipt of any such resignation or removalnotice of resignation, the Majority Required Lenders shall have the right, in consultation with approval from the BorrowerBorrower (so long as no Event of Default has occurred and is continuing), to appoint a successor, such approval not to be unreasonably withheld or delayed. If no such successor shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives notice of its resignation (or removal of such earlier day as shall be agreed by the retiring Required Xxxxxxx) (the “Resignation Effective Date”), then whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. The Required Lenders may, by notice in writing to the Borrower and the Person serving as Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any remove such bank. Upon the acceptance of its appointment Person as Administrative Agent hereunder by and, with the approval from the Borrower (so long as no Event of Default has occurred and is continuing), appoint a successor, such approval not to be unreasonably withheld or delayed. If no such successor shall succeed to have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become vested effective in accordance with all such notice on the rights, powers, privileges and duties of Removal Effective Date. With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring Administrative Agent, and the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders under any of the Loan Documents, the retiring or removed Administrative Agent shall continue to hold as gratuitous bailee such collateral security until such time as a successor Administrative Agent is appointed) and (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section 10.06. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) or removed Administrative Agent, and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring or removed Administrative Agent’s resignation hereunderhereunder and under the other Loan Documents, the provisions of this Article XI X and Section 12.03 11.04 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it the retiring or removed Administrative Agent was acting as Administrative Agent.

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 11.06below, the Administrative Agent may resign at any time by notifying giving notice thereof to the Lenders, the Issuing Bank Lenders and the BorrowerCompany, and the Administrative Agent may be removed at any time with or without cause by the Majority Lenders if the Administrative Agent in its capacity as a Lender is a Defaulting Lender pursuant to clause (d) of the definition thereofRequired Lenders. Upon any such resignation or removal, the Majority Required Lenders shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Administrative Agent (so long as no Default or Event of Default exists) with the prior written consent of the Company (which consent will not unreasonably be withheld). If no successor Administrative Agent shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives Agent’s giving of notice of its resignation or the Required Lenders’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent (so long as no Default or Event of Default exists) with the prior written consent of the Company (which shall consent will not unreasonably be a bank with an office in New York, New York, or an Affiliate of any such bankwithheld). Upon the acceptance of its such appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorhereunder. After the any retiring Administrative Agent’s resignation hereunderor removal hereunder as Administrative Agent, the provisions of this Article XI VIII and Section 12.03 10.03 shall continue in effect for the its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while it was acting as the Administrative Agent.

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 11.06, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Bank and the Borrower, and the Administrative Agent may be removed at any time with or without cause by the Majority Lenders if the Administrative Agent in its capacity as a Lender is a Defaulting Lender pursuant to clause (d) of the definition thereofLenders. Upon any such resignation or removal, the Majority Lenders shall have the right, with the approval of the Borrower (if no Event of Default exists) or in consultation with the Borrower, Borrower (if an Event of Default exists) to appoint a successor. If no successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives notice of its resignation or removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor Administrative Agent which shall be a bank with an office in New York, New Yorkthe United States of America, 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 rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documentshereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article XI and Section 12.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent.

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 11.06, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Bank Lenders and the Borrower, and the Administrative Agent may be removed by the Majority Lenders if the Administrative Agent in its capacity as a Lender is a Defaulting Lender pursuant to clause (d) of the definition thereof. Upon any such resignation or removal, the Majority Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation or removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, 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. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article XI and Section 12.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent.

Resignation or Removal of Administrative Agent. Subject to If the appointment and acceptance of a successor Person serving as Administrative Agent as provided in this Section 11.06, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Bank and the Borrower, and the Administrative Agent may be removed by the Majority Lenders if the Administrative Agent in its capacity as a Lender is a Defaulting Lender pursuant to clause (d) of the definition thereof. Upon any such resignation or removal, the Majority Lenders shall have Required Banks may, to the rightextent permitted by applicable law, by notice in writing to the Borrower and such Person remove such Person as Administrative Agent and, in consultation with the Borrower, to appoint a successor. If no such successor shall have been so appointed by the Majority Lenders Required Banks and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Banks) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. The Administrative Agent may resign at any time as Administrative Agent under the Loan Documents by giving written notice thereof to the Banks and the Borrower. Upon any such resignation, the Required Banks shall have the right to appoint a successor Administrative Agent which appointment shall, provided no Default under Section 9.01(1) or Section 9.01(5) or Event of Default exists, be subject to the Borrower’s approval, which approval shall not be unreasonably withheld or delayed (except that the Borrower shall, in all events, be deemed to have approved each Bank and any of its Affiliates as a successor Administrative Agent). If no successor Administrative Agent shall have been so appointed in accordance with the immediately preceding sentence, and shall have accepted such appointment, within 30 days after the retiring current Administrative Agent gives Agent’s giving of notice of its resignation or removal of the retiring Administrative Agentresignation, then the retiring current Administrative Agent may, on behalf of the Lenders Banks and the Issuing BankFronting Banks, appoint a successor Administrative Agent Agent, which shall be a bank Bank, if any Bank shall be willing to serve, and otherwise shall be an Eligible Assignee; provided that if the Administrative Agent shall notify the Borrower and the Banks that no Bank has accepted such appointment, then such resignation shall nonetheless become effective in accordance with an office such notice. As of the Removal Effective Date or the effectiveness of such resignation, as applicable, (1) the Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made to each Bank and the Fronting Banks directly, until such time as a successor Administrative Agent has been appointed as provided for above in New Yorkthis Section; provided, New York, further that such Banks and the Fronting Banks so acting directly shall be and be deemed to be protected by all indemnities and other provisions herein for the benefit and protection of the Administrative Agent as if each such Bank or an Affiliate of any such bankFronting Bank were itself the Administrative Agent. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring current Administrative Agent, and the retiring current Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. Any resignation by or removal of an Administrative Agent shall also constitute the resignation or removal as a Fronting Bank and as the Swingline Bank by the Bank then acting as Administrative Agent (the “Resigning Bank”). Upon the acceptance of a successor’s appointment as Administrative Agent hereunder (i) the Resigning Bank shall be discharged from all duties and obligations of a Fronting Bank and the Swingline Lender hereunder and under the other Loan Documents. The fees payable Documents and (ii) the successor Fronting Bank shall issue letters of credit in substitution for all Letters of Credit issued by the Borrower to a successor Administrative Agent Resigning Bank as Fronting Bank outstanding at the time of such succession (which letters of credit issued in substitutions shall be deemed to be Letters of Credit issued hereunder) or make other arrangements satisfactory to the same as those payable Resigning Bank to its predecessor unless otherwise agreed between effectively assume the Borrower and obligations of the Resigning Bank with respect to such successorLetters of Credit. After the any Administrative Agent’s resignation hereunderor removal hereunder as Administrative Agent, the provisions of this Article XI and Section 12.03 X shall continue in effect for the to inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as Administrative AgentAgent under the Loan Documents.

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 11.06, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Bank and the Borrower, and the Administrative Agent may be removed at any time with or without cause by the Majority Lenders if the Administrative Agent in its capacity as a Lender is a Defaulting Lender pursuant to clause (d) of the definition thereofRequired Lenders. Upon any such resignation or removal, the Majority Required Lenders shall have the right, upon the consent of the Borrower (or, during any Default or Event of Default, in consultation with the Borrower), to appoint a successor. If no successor shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation or removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Bank, 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. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documentshereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article XI and Section 12.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent.

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 11.06, the Administrative Agent may resign on at any time by notifying least thirty (30) days' written notice to Lenders and Borrower or upon the Lenders, the Issuing Bank and the Borrower, and the occurrence of an Event of Default. Administrative Agent may be removed at any time with cause by the Majority Required Lenders, provided that Borrower and the other Lenders if the Administrative Agent in its capacity as a Lender is a Defaulting Lender pursuant to clause (d) of the definition shall be promptly notified thereof. Upon any such resignation or removalremoval of Administrative Agent, the Majority Required Lenders shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Administrative Agent which successor Administrative Agent, so long as it is reasonably acceptable to the Required Lenders, shall be that Lender then having the greatest Loan Commitment. If no successor Administrative Agent shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 twenty (20) days after the retiring Administrative Agent gives notice of its resignation or Required Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent Agent, which shall be one of Lenders. The Required Lenders or the retiring Administrative Agent, as the case may be, shall upon the appointment of a bank with an office in New York, New York, or an Affiliate of any such banksuccessor Administrative Agent promptly so notify Borrower and the other Lenders. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorhereunder. After the any retiring Administrative Agent’s resignation hereunder's removal hereunder as Administrative Agent, the provisions of this Article XI and Section 12.03 IX shall continue in effect for the its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while it was acting as Administrative Agent.

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 11.06below, the Administrative Agent may resign at any time by notifying giving notice thereof to the Lenders, the Issuing Bank Banks and the BorrowerCompany, and the Administrative Agent may be removed at any time with or without cause by the Majority Lenders if the Administrative Agent in its capacity as a Lender is a Defaulting Lender pursuant to clause (d) of the definition thereofBanks. Upon any such resignation or removal, the Majority Lenders Banks shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Majority Lenders Banks and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives Agent’s giving of notice of its resignation or the Majority Banks’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankBanks, appoint a successor Administrative Agent which Agent, that shall be a bank with that has an office in New York, New York, or an Affiliate York with a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorhereunder. After the any retiring Administrative Agent’s resignation hereunderor removal hereunder as Administrative Agent, the provisions of this Article XI Section 10 and of Section 12.03 11.03 shall continue in effect for the its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while it was acting as the Administrative Agent.

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 11.06below, the Administrative Agent may resign at any time by notifying giving thirty days' prior written notice thereof to the Lenders, the Issuing Bank EDS and the Borrower, and the Administrative Agent may be removed by the Majority Lenders if the Administrative Agent in its capacity as a Lender is a Defaulting Lender pursuant to clause (d) of the definition thereofother Borrowers. Upon any such resignation or removalresignation, the Majority Lenders shall have the right, in consultation with subject to the Borrowerconsent of EDS (such consent not to be unreasonably withheld or delayed), to appoint a successor. If no successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation or removal of the retiring Administrative Agentresignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bankAgent. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documentshereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower EDS and such successor. After the any retiring Administrative Agent’s 's resignation hereunderor removal hereunder as Administrative Agent, the provisions of this Article XI X and Section 12.03 11.16 shall continue in effect for its benefit and the benefit of such retiring Administrative Agentits agents, its subattorneys-agents in-fact and their respective Related Parties in respect of to any actions taken or omitted to be taken by any of them it while it was acting as Administrative Agent.

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 11.06below, the Administrative Agent may resign at any time by notifying giving written notice thereof to the Lenders, the Issuing Bank Lenders and the BorrowerMicro Warehouse, and the Administrative Agent may be removed at any time with or without cause by the Majority Required Lenders; provided that Micro Warehouse and the other Lenders if the Administrative Agent in its capacity as a Lender is a Defaulting Lender pursuant to clause (d) of the definition shall be promptly notified thereof. Upon any such resignation or removal, the Majority Required Lenders shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives Agent's giving of notice of its resignation or the Required Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent Agent, which shall be a bank with which has an office in New York, New York. The Required Lenders or the retiring Administrative Agent, or an Affiliate as the case may be, shall upon the appointment of any such banka successor Administrative Agent promptly so notify Micro Warehouse and the other Lenders. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorhereunder. After the any retiring Administrative Agent’s 's resignation hereunderor removal hereunder as Administrative Agent, the provisions of this Article XI and Section 12.03 12 shall continue in effect for the its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while it was acting as the Administrative Agent.

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 11.06, the (a) The Administrative Agent may resign at any time by notifying give notice of its resignation to the Lenders, the Issuing Bank and the Borrower, and the Administrative Agent may be removed by the Majority Lenders if the Administrative Agent in its capacity as a Lender is a Defaulting Lender pursuant to clause (d) of the definition thereof. Upon receipt of any such resignation or removalnotice of resignation, the Majority Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation or removal of the retiring Administrative Agentresignation, then the retiring Administrative Agent may, may on behalf of the Lenders and the Issuing BankLender, 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. Upon meeting the acceptance of its appointment as qualifications set forth above provided that if the Administrative Agent hereunder by a successorshall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such successor resignation shall succeed to nonetheless become effective in accordance with such notice and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the 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 this paragraph. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunderhereunder and under the other Loan Documents, the provisions of this Article XI and Section 12.03 12.04 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it the retiring Administrative Agent was acting as Administrative Agent.

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 11.06, the Administrative Agent may resign at any time by notifying the Lenders, the each Issuing Bank and the Borrower, Borrower and the Administrative Agent may be removed at any time with or without cause by the Majority Lenders if the Administrative Agent in its capacity as a Lender is a Defaulting Lender pursuant to clause (d) of the definition thereofLenders. Upon any such resignation or removal, the Majority Lenders shall have the right, in consultation with the BorrowerBorrower (unless an Event of Default has occurred and is continuing), to appoint a successor. If no successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation or removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the each Issuing Bank, appoint a successor Administrative Agent; provided that in no event shall any such successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bankDefaulting Lender. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documentshereunder. The fees payable by the Borrower to a the successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article ARTICLE XI and Section 12.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent.. CREDIT AGREEMENT

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 11.06, the Administrative Agent may resign at any time by notifying the Lenders, the each Issuing Bank and the Borrower, and the Administrative Agent may be removed at any time with or without cause by the Majority Lenders if the Administrative Agent in its capacity as a Lender is a Defaulting Lender pursuant to clause (d) of the definition thereofRequired Lenders. Upon any such resignation or removal, the Majority Required Lenders shall have the right, in consultation with and upon the Borrowerapproval of the Borrower (so long as no Event of Default has occurred and is continuing), which approval shall not be unreasonably withheld, to appoint a successor. If no successor shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation or removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the each Issuing Bank, appoint a successor Administrative Agent which shall be a bank with an office in New YorkHouston, New YorkTexas, 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 rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documentshereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article ARTICLE XI and Section 12.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent.

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 11.06, the Administrative Agent may resign on at any time by notifying least thirty (30) days' written notice to Lenders and Borrower or upon the Lenders, the Issuing Bank and the Borrower, and the occurrence of an Event of Default. Administrative Agent may be removed at any time with cause by the Majority Required Lenders, provided that Borrower and the other Lenders if the Administrative Agent in its capacity as a Lender is a Defaulting Lender pursuant to clause (d) of the definition shall be promptly notified thereof. Upon any such resignation or removalremoval of Administrative Agent, the Majority Required Lenders shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Administrative Agent, which successor Administrative Agent shall (provided there exists no Event of Default) be subject to Borrower's approval, such approval not to be unreasonably withheld or delayed. If no successor Administrative Agent shall have been so appointed by the Majority Lenders Required Lenders, and shall have accepted such appointment appointment, within 30 twenty (20) days after the retiring Administrative Agent gives notice of its resignation or the Required Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent Agent, which shall be one of Lenders, within ten (10) days. The Required Lenders or the retiring Administrative Agent, as the case may be, shall upon the appointment of a bank with an office in New York, New York, or an Affiliate of any such banksuccessor Administrative Agent promptly so notify Borrower and the other Lenders. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorhereunder. After the any retiring Administrative Agent’s 's resignation hereunderor removal hereunder as Administrative Agent, the provisions of this Article XI and Section 12.03 VII shall continue in effect for the its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while it was acting as Administrative Agent.

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 11.06, the The Administrative Agent may resign at any time by notifying give notice of its resignation to the Lenders, the Issuing Bank Lenders and the Borrower, and the Administrative Agent may be removed by the Majority Lenders if the Administrative Agent in its capacity as a Lender is a Defaulting Lender pursuant to clause (d) of the definition thereof. Upon receipt of any such resignation or removalnotice of resignation, the Majority Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation or removal of the retiring Administrative Agentresignation, then the retiring Administrative Agent may, may on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bankmeeting the qualifications set forth above. Upon the acceptance of its a successor’s appointment as Administrative Agent hereunder by a successorhereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder and or under the other Loan Credit Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunderhereunder and under the other Credit Documents, the provisions of this Article XI and Section 12.03 11.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties affiliates in respect of any actions taken or omitted to be taken by any of them while it the retiring Administrative Agent was acting as Administrative Agent.

Resignation or Removal of Administrative Agent. Subject to the ---------------------------------------------- appointment and acceptance of a successor Administrative Agent as provided in this Section 11.06below, the Administrative Agent may resign at any time by notifying giving five days prior notice thereof to the Lenders, the Issuing Bank Lenders and the BorrowerBorrowers, and the Administrative Agent may be removed at any time with or without cause by the Majority Lenders if the Administrative Agent in its capacity as a Lender is a Defaulting Lender pursuant to clause (d) of the definition thereofLenders. Upon any such resignation or removal, the Majority Lenders shall have the right, in consultation with the BorrowerBorrowers, to appoint a successorsuccessor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives Agent's giving of notice of its resignation or the Majority Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and Lenders, in consultation with the Issuing BankBorrowers, appoint a successor Administrative Agent which Agent, that shall be a bank with that has an office in New York, New York, or an Affiliate York with a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorhereunder. After the any retiring Administrative Agent’s 's resignation hereunderor removal hereunder as Administrative Agent, the provisions of this Article XI and Section 12.03 10 shall continue in effect for the its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while it was acting as the Administrative Agent.

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 11.06, the The Administrative Agent may resign at any time by notifying give notice of its resignation to the Lenders, the Issuing Bank L/C Issuer and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with approval from the Borrower (so long as no Event of Default has occurred and is continuing), to appoint a successor, such approval not to be unreasonably withheld or delayed. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be removed by obligated to), on behalf of the Majority Lenders if and the L/C Issuer, appoint a successor Administrative Agent; provided that in no event shall any such successor Administrative Agent be a Defaulting Lender. Whether or not a successor has been appointed, such resignation shall become effective in its capacity accordance with such notice on the Resignation Effective Date. . . If the Person serving as a Lender Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof. Upon any such resignation or removal, the Majority Required Lenders shall have may, to the rightextent permitted by applicable Law, by notice in consultation writing to the Borrower and such Person remove such Person as Administrative Agent and, with the Borrowerapproval from the Borrower (so long as no Event of Default has occurred and is continuing), to appoint a successor, such approval not to be unreasonably withheld or delayed. If no such successor shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 days after (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. . . With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring Administrative Agent gives notice of its resignation or removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Bank, 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. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (ii) 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 L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section 10.06. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) or removed Administrative Agent, and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring or removed Administrative Agent’s resignation hereunderhereunder and under the other Loan Documents, the provisions of this Article XI X and Section 12.03 11.04 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it the retiring or removed Administrative Agent was acting as Administrative Agent. . If PNC Bank resigns as Administrative Agent under this Section 10.06, PNC Bank shall also resign as an L/C Issuer. Upon the appointment of a successor Administrative Agent hereunder, such successor shall (i) succeed to all of the rights, powers, privileges and duties of PNC Bank as the retiring L/C Issuer and Administrative Agent and PNC Bank shall be discharged from all of its respective duties and obligations as L/C Issuer and Administrative Agent under the Loan Documents, and (ii) issue letters of credit in substitution for the Letters of Credit issued by PNC Bank, if any, outstanding at the time of such succession or make other arrangement reasonably satisfactory to PNC Bank to effectively assume the obligations of PNC with respect to such Letters of Credit. .

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 11.06below, the Administrative Agent may resign at any time by notifying giving notice thereof to the Lenders, the Issuing Bank Banks (and the BorrowerFunds if no Event of Default has occurred and is continuing), and the Administrative Agent may be removed at any time with or without cause by the Majority Lenders if the Administrative Agent in its capacity as a Lender is a Defaulting Lender pursuant to clause (d) of the definition thereofBanks. Upon any such resignation or removal, the Majority Lenders Banks shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Administrative Agent (with the consent of the Funds if no Event of Default has occurred and is continuing), which consent shall not be unreasonably withheld or delayed. If no successor Administrative Agent shall have been so appointed by the Majority Lenders Banks and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives Agent's giving of notice of its resignation or the Majority Banks removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders Banks and (with the Issuing Bankconsent of the Funds if no Event of Default has occurred and is continuing and which consent shall not be unreasonably withheld or delayed), appoint a successor Administrative Agent which Agent, that shall be a bank with that has an office in New York, New York, or an Affiliate York with a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorhereunder. After the any retiring Administrative Agent’s 's resignation hereunderor removal hereunder as Administrative Agent, the provisions of this Article XI and Section 12.03 SECTION 10 shall continue in effect for the its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while it was acting as the Administrative Agent.

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 11.06below, the Administrative Agent may resign at any time by notifying giving five days prior notice thereof to the Lenders, the Issuing Bank Lenders and the BorrowerBorrowers, and the Administrative Agent may be removed at any time with or without cause by the Majority Lenders if the Administrative Agent in its capacity as a Lender is a Defaulting Lender pursuant to clause (d) of the definition thereofLenders. Upon any such resignation or removal, the Majority Lenders shall have the right, in consultation with the BorrowerBorrowers, to appoint a successorsuccessor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives Agent's giving of notice of its resignation or the Majority Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and Lenders, in consultation with the Issuing BankBorrowers, appoint a successor Administrative Agent which Agent, that shall be a bank with that has an office in New York, New York, or an Affiliate York with a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorhereunder. After the any retiring Administrative Agent’s 's resignation hereunderor removal hereunder as Administrative Agent, the provisions of this Article XI and Section 12.03 10 shall continue in effect for the its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while it was acting as the Administrative Agent.

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 11.06below, the Administrative Agent may resign at any time by notifying giving notice thereof to the Lenders, the Issuing Bank Lenders and the Borrower, Company and the Administrative Agent may be removed at any time with or without cause by the Majority Lenders if the Administrative Agent in its capacity as a Lender is a Defaulting Lender pursuant to clause (d) of the definition thereofLenders. Upon any such resignation or removal, the Majority Lenders shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Administrative Agent reasonably acceptable to the Company. If no successor Administrative Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives Agent’s giving of notice of its resignation or the Majority Lenders’ removal of the retiring Administrative AgentAgent (the “Notice Date”), then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent which reasonably acceptable to the Company. Any successor Administrative Agent shall be (i) a Lender or (ii) if no Lender has accepted such appointment within 40 days after the Notice Date, a bank with an office in New York, New York, or an Affiliate a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorhereunder. After the any retiring Administrative Agent’s resignation hereunderor removal hereunder as Administrative Agent, the provisions of this Article XI and Section 12.03 11 shall continue in effect for the its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while it was acting as the Administrative Agent.

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 11.06, the (a) The Administrative Agent may resign at any time by notifying give notice of its resignation to the Lenders, the Issuing Bank Lenders and the Borrower, and the Administrative Agent may be removed by the Majority Lenders if the Administrative Agent in its capacity as a Lender is a Defaulting Lender pursuant to clause (d) of the definition thereof. Upon receipt of any such resignation or removalnotice of resignation, the Majority Required Lenders shall have the right, in consultation with the Borrower, right to appoint a successor, which shall be (i) 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, and (ii) subject to the approval of the Borrower so long as no Default or Event of Default shall have occurred and be continuing (such approval not to be unreasonably withheld or delayed). If no such successor shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation or removal of (such 30 day period, the retiring Administrative Agent“Lender Appointment Period”), then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent meeting the qualifications set forth above. In addition and without any obligation on the part of the retiring Administrative Agent to appoint, on behalf of the Lenders, a successor Administrative Agent, the retiring Administrative Agent may at any time upon or after the end of the Lender Appointment Period notify the Borrower and the Lenders that no qualifying Person has accepted appointment as successor Administrative Agent and the effective date of such retiring Administrative Agent’s resignation which effective date shall be no earlier than three business days after the date of such notice. Upon the resignation effective date established in such notice and regardless of whether a bank with an office successor Administrative Agent has been appointed and accepted such appointment, the retiring Administrative Agent’s resignation shall nonetheless become effective and (x) the retiring Administrative Agent shall be discharged from its duties and obligations as Administrative Agent hereunder and under the other Loan Documents; and (y) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in New York, New York, or an Affiliate of any such bankthis paragraph. Upon the acceptance of its a successor’s appointment as Administrative Agent hereunder by a successorhereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Administrative Agent of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations as Administrative Agent hereunder and or under the other Loan DocumentsDocuments (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunderhereunder and under the other Loan Documents, the provisions of this Article XI and Section 12.03 10.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it the retiring Administrative Agent was acting as Administrative Agent.

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 11.06below, the Administrative Agent may resign at any time by notifying giving notice thereof to the Lenders, the Issuing Bank Lenders and the BorrowerCompany, and the Administrative Agent may be removed at any time with or without cause by the Majority Lenders if the Administrative Agent in its capacity as a Lender is a Defaulting Lender pursuant to clause (d) of the definition thereofRequired Lenders. Upon any such resignation or removal, the Majority Required Lenders shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Administrative Agent (so long as no Default or Event of Default exists) with the prior written consent of the Company (which consent will not unreasonably be withheld). If no successor Administrative Agent shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives Agent's giving of notice of its resignation or the Required Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent (so long as no Default or Event of Default exists) with the prior written consent of the Company (which shall consent will not unreasonably be a bank with an office in New York, New York, or an Affiliate of any such bankwithheld). Upon the acceptance of its such appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorhereunder. After the any retiring Administrative Agent’s 's resignation hereunderor removal hereunder as Administrative Agent, the provisions of this Article XI VIII and Section 12.03 10.03 shall continue in effect for the its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while it was acting as the Administrative Agent.

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 11.06, the (a) The Administrative Agent may resign at any time by notifying give notice of its resignation to the Lenders, the Issuing Bank L/C Issuer and the Borrower, and which notice shall set forth the proposed date of resignation, which shall be not less than 30 days after the date of such notice, during which time the Administrative Agent may be removed by the Majority Lenders if shall continue to act as the Administrative Agent hereunder, unless sooner replaced or removed in its capacity accordance with the provisions hereof. In addition, at any time the Person serving as a Lender Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and such Person, remove such Person as Administrative Agent. Upon receipt of any such notice of resignation or issuance of notice of removal, the Majority Required Lenders shall have the right, in consultation with right to appoint a successor (subject to the approval of the Borrower, to appoint unless an Event of Default has occurred and is continuing, which approval shall not be unreasonably withheld), which shall be a successorbank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation or removal the Required Lenders issue such notice of the retiring Administrative Agentremoval, then the retiring or removed Administrative Agent may, may on behalf of the Lenders and the Issuing BankL/C Issuer, appoint a successor Administrative Agent meeting the qualifications set forth above (subject to the approval of the Borrower, unless an Event of Default has occurred and is continuing, which approval shall not be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon unreasonably withheld); provided that if the acceptance of its appointment as Administrative Agent hereunder by a successorshall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such successor resignation or removal shall succeed to nonetheless become effective in accordance with such notice and become vested with all the rights, powers, privileges and duties of (1) the retiring Administrative Agent, and the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring or removed 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 L/C Issuer 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 as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired or removed) Administrative Agent, and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunderor removal hereunder and under the other Loan Documents, the provisions of this Article XI and Section 12.03 11.04 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it the retiring or removed Administrative Agent was acting as Administrative Agent.

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 11.06below, the Administrative Agent may resign at any time by notifying the giving thirty (30) days prior written notice thereof to Borrower and Lenders, the Issuing Bank and the Borrower, and the Administrative Agent may be removed at any time with or without cause by the Majority Lenders if the Administrative Agent in its capacity as a Lender is a Defaulting Lender pursuant to clause (d) of the definition thereofRequired Lenders. Upon any such resignation or removal, the Majority Required Lenders shall have the right, in consultation with the Borrower, right to appoint a successor. If no successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation or removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor Administrative Agent Agent, which Administrative Agent, if not a Lender, shall be reasonably acceptable to Borrower; provided, however, that Borrower shall have no right to approve a bank with an office in New York, New York, or an Affiliate of any such banksuccessor Administrative Agent if a Default has occurred and is continuing. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its the duties and obligations hereunder and under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorthereafter arising hereunder. After the any retiring Administrative Agent’s 's resignation hereunderor removal hereunder as Administrative Agent, the provisions of this Article XI and Section 12.03 VII shall continue in effect for the its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while it was acting as Administrative Agent.

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent Agent, as provided in this Section 11.06below, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Bank giving written notice thereof to Farm Credit and the Borrower, and the Administrative Agent may be removed by the Majority Lenders if the Administrative Agent in its capacity as a Lender is a Defaulting Lender pursuant to clause (d) of the definition thereof. Upon any such resignation or removal, the Majority Lenders Farm Credit shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Administrative Agent which must be located in the United States of America. If no successor Administrative Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives Agent's giving of notice of its resignation or removal of the retiring Administrative Agentresignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankFarm Credit, appoint a successor Administrative Agent which must be located in the United States of America. Farm Credit or the retiring Administrative Agent, as the case may be, shall be upon the appointment of a bank with an office in New York, New York, or an Affiliate of any such banksuccessor Administrative Agent promptly so notify Borrower. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, Agent and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorhereunder, except for any liability arising from gross negligence, willful misconduct or material breach of this Agreement. After the any retiring Administrative Agent’s 's resignation hereunderhereunder as Administrative Agent, the provisions of this Article XI and Section 12.03 Agreement shall continue in effect for the its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while it was acting as Administrative Agent.

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 11.06, the Administrative Agent may resign at any time by notifying the LendersIssuing Bank, the Issuing Bank Lenders and the Borrower, and the Administrative Agent may be removed at any time with or without cause by the Majority Lenders if the Administrative Agent in its capacity as a Lender is a Defaulting Lender pursuant to clause (d) of the definition thereofLenders. Upon any such resignation or removal, the Majority Lenders shall have the right, in consultation with the BorrowerBorrower (provided no Event of Default then exist), to appoint a successor. If no successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives notice of its resignation or removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders Issuing Bank and the Issuing BankLenders, 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. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documentshereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article XI and Section 12.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent.

Resignation or Removal of Administrative Agent. Subject to the ---------------------------------------------- appointment and acceptance of a successor Administrative Agent as provided in this Section 11.06below, the Administrative Agent may resign at any time by notifying giving five days prior notice thereof to the Lenders, the Issuing Bank Lenders and the Borrower, and the Administrative Agent may be removed at any time with or without cause by the Majority Lenders if the Administrative Agent in its capacity as a Lender is a Defaulting Lender pursuant to clause (d) of the definition thereofLenders. Upon any such resignation or removal, the Majority Lenders shall have the right, in consultation with the Borrower, to appoint a successorsuccessor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives Agent's giving of notice of its resignation or the Majority Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and Lenders, in consultation with the Issuing BankBorrower, appoint a successor Administrative Agent which Agent, that shall be a bank with that has an office in New York, New York, or an Affiliate York with a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorhereunder. After the any retiring Administrative Agent’s 's resignation hereunderor removal hereunder as Administrative Agent, the provisions of this Article XI and Section 12.03 10 shall continue in effect for the its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while it was acting as the Administrative Agent.

Resignation or Removal of Administrative Agent. Subject to the ---------------------------------------------- appointment and acceptance of a successor Administrative Agent as provided in this Section 11.06below, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Bank giving notice thereof to Banks and the Borrower, and the Administrative Agent may be removed at any time with or without cause by the Majority Lenders if the Administrative Agent in its capacity as a Lender is a Defaulting Lender pursuant to clause (d) of the definition thereofRequired Banks. Upon any such resignation or removal, the Majority Lenders Required Banks shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Administrative Agent, subject to the approval of Borrower, which approval shall not be unreasonably withheld or delayed; provided, however, that no such approval of Borrower shall -------- be required if a Default is in existence. If no successor Administrative Agent shall have been so appointed by the Majority Lenders Required Banks and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives Agent's notice of its resignation or the Required Banks' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankBanks, appoint a successor Administrative Agent, subject to the approval of Borrower, which approval shall not be unreasonably withheld or delayed; provided, however, that no such approval of Borrower shall be required if a -------- Default is in existence. Any successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate which has a combined capital and surplus of any such bankat least $500,000,000. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorhereunder. After the any retiring Administrative Agent’s 's resignation hereunderor removal hereunder as Administrative Agent, the provisions of this Article XI and Section 12.03 III shall continue in effect for the its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while it was acting as the Administrative AgentAgent hereunder.

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 11.06, shall have the Administrative Agent may right to resign at any time by notifying the Lenders, the Issuing Bank and the Borrower, and the time. Administrative Agent may be removed at any time with cause by the Majority Lenders if Required Banks, provided that Borrower and the Administrative Agent in its capacity as a Lender is a Defaulting Lender pursuant to clause (d) of the definition other Banks shall be promptly notified thereof. Upon any such resignation removal or removalresignation, the Majority Lenders Required Banks shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Administrative Agent which successor Administrative Agent, so long as it is reasonably acceptable to the Required Banks, shall be that Bank then having the greatest Loan Commitment. If no successor Administrative Agent shall have been so appointed by the Majority Lenders Required Banks and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives notice of its resignation or Required Banks' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankBanks, appoint a successor Administrative Agent Agent, which shall be one of the Banks. The Required Banks or the retiring Administrative Agent, as the case may be, shall upon the appointment of a bank with an office in New York, New York, or an Affiliate of any such banksuccessor Administrative Agent promptly so notify Borrower and the other Banks. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorhereunder. After the any retiring Administrative Agent’s resignation hereunder's removal hereunder as Administrative Agent, the provisions of this Article XI and Section 12.03 X shall continue in effect for the its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while it was acting as Administrative Agent.

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance Provided there exists no Event of a successor Default, Administrative Agent as provided hereby agrees not to unilaterally resign except in this Section 11.06, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing event it becomes an Affected Bank and is removed or replaced as a Bank pursuant to Section 3.07, in which event it shall have the Borrower, and the right to resign. Administrative Agent may be removed at any time with or without cause by the Majority Lenders if Required Banks, provided that Borrower and the Administrative Agent in its capacity as a Lender is a Defaulting Lender pursuant to clause (d) of the definition other Banks shall be promptly notified thereof. Upon any such resignation or removal, the Majority Lenders successor Administrative Agent shall, at Fleet's option, be Fleet. If Fleet elects not to become the successor Administrative Agent, the Required Banks shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Majority Lenders Required Banks and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives notice of its resignation or Required Banks' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankBanks, appoint a successor Administrative Agent Agent, which shall be one of the Banks. The Required Banks or the retiring Administrative Agent, as the case may be, shall upon the appointment of a bank with an office in New York, New York, or an Affiliate of any such banksuccessor Administrative Agent promptly so notify Borrower and the other Banks. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorhereunder. After the any retiring Administrative Agent’s resignation hereunder's removal hereunder as Administrative Agent, the provisions of this Article XI and Section 12.03 X shall continue in effect for the its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while it was acting as Administrative Agent.

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 11.06below, the Administrative Agent may resign at any time by notifying giving notice thereof to the Lenders, the Issuing Bank Banks and the BorrowerCompany, and the Administrative Agent may be removed at any time with or without cause by the Majority Lenders if the Administrative Agent in its capacity as a Lender is a Defaulting Lender pursuant to clause (d) of the definition thereofBanks. Upon any such resignation or removal, the Majority Lenders Banks shall have the rightright to appoint a successor Administrative Agent, in after consultation with the Borrower, to appoint a successorCompany (unless an Event of Default shall have occurred and is continuing). If no successor Administrative Agent shall have been so appointed by the Majority Lenders Banks and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives Agent's giving of notice of its resignation or the Majority Banks' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders Banks, after consultation with the Company (unless an Event of Default shall have occurred and the Issuing Bank, is continuing) appoint a successor Administrative Agent which Agent, that shall be a bank with that has an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorhereunder. After the any retiring Administrative Agent’s 's resignation hereunderor removal hereunder as Administrative Agent, the provisions of this Article XI and Section 12.03 10 shall continue in effect for the its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while it was acting as the Administrative Agent.

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 11.06, shall have the Administrative Agent may right to resign at any time by notifying the Lenders, the Issuing Bank and the Borrower, and the time. Administrative Agent may be removed at any time with cause by the Majority Lenders if the Administrative Agent in its capacity Required Banks as a Lender is result of its gross negligence or willful misconduct as determined by a Defaulting Lender pursuant to clause (d) court of competent jurisdiction by a final and non-appealable judgment, provided that Borrower and the definition other Banks shall be promptly notified in writing thereof. Upon any such resignation removal or removalresignation, the Majority Lenders Required Banks shall have the rightright to appoint a successor Administrative Agent which successor Administrative Agent, in consultation with so long as it is reasonably acceptable both to the Required Banks and, provided that no Default or Event of Default shall then exist, the Borrower, to appoint a successorshall be that Bank then having the greatest Loan Commitment (other than the Bank resigning or being removed as Administrative Agent). If no successor Administrative Agent shall have been so appointed by the Majority Lenders Required Banks and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives notice of its Required Banks’ removal or resignation or removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankBanks, appoint a successor Administrative Agent Agent, which shall be one of the Banks. The Required Banks or the retiring Administrative Agent, as the case may be, shall upon the appointment of a bank with an office successor Administrative Agent promptly so notify in New York, New York, or an Affiliate of any such bankwriting Borrower and the other Banks. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorhereunder. After the any retiring Administrative Agent’s resignation hereunderor removal hereunder as Administrative Agent, the provisions of this Article XI X and Section 12.03 12.04 shall continue in effect for the its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while it was acting as Administrative Agent.

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 11.06, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Bank Lenders and the Borrower, and the Administrative Agent may be removed at any time with or without cause by the Majority Lenders if the Administrative Agent in its capacity as a Lender is a Defaulting Lender pursuant to clause (d) of the definition thereofLenders. Upon any such resignation or removal, the Majority Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation or removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, 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. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documentshereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article XI and Section 12.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent.

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 11.06, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Bank and the Borrower, and the Administrative Agent may be removed at any time with or without cause by the Majority Lenders if the Administrative Agent in its capacity as a Lender is a Defaulting Lender pursuant to clause (d) of the definition thereofRequired Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right, with the approval of the Borrower (if no Event of Default exists) or in consultation with the Borrower, Borrower (if an Event of Default exists) to appoint a successor. If no successor shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation or removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor Administrative Agent which shall be a bank with an office in New York, New Yorkthe United States of America, 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 rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documentshereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article XI and Section 12.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent.

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 11.06below, the Administrative Agent may resign at any time by notifying giving notice thereof to the Lenders, the Issuing Bank Lenders and the BorrowerCompany, and the Administrative Agent may be removed at any time with or without cause by the Majority Lenders if the Administrative Agent in its capacity as a Lender is a Defaulting Lender pursuant to clause (d) of the definition thereofRequired Lenders. Upon any such resignation or removal, the Majority Required Lenders shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Administrative Agent (so long as no Default or Event of Default exists) with the prior written consent of the Company (which consent shall not be unreasonably withheld). If no successor Administrative Agent shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives Agent's giving of notice of its resignation or the Required Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent (so long as no Default or Event of Default exists) with the prior written consent of the Company (which consent shall not be a bank with an office in New York, New York, or an Affiliate of any such bankunreasonably withheld). Upon the acceptance of its such appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorhereunder. After the any retiring Administrative Agent’s 's resignation hereunderor removal hereunder as Administrative Agent, the provisions of this Article XI VIII and Section 12.03 9.03 shall continue in effect for the its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while it was acting as the Administrative Agent.

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 11.06below, the Administrative Agent may resign at any time by notifying giving notice thereof to the Lenders, the Issuing Bank Lenders and the Borrower, Company and the Administrative Agent may be removed at any time with or without cause by the Majority Lenders if the Administrative Agent in its capacity as a Lender is a Defaulting Lender pursuant to clause (d) of the definition thereofLenders. Upon any such resignation or removal, the Majority Lenders shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Administrative Agent reasonably acceptable to the Company. If no successor Administrative Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives Agent's giving of notice of its resignation or the Majority Lenders' removal of the retiring Administrative AgentAgent (the "NOTICE DATE"), then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent which reasonably acceptable to the Company. Any successor Administrative Agent shall be (i) a Lender or (ii) if no Lender has accepted such appointment within 40 days after the Notice Date, a bank with which has an office in New York, New York, or an Affiliate York with a combined capital and surplus of any such bankat least $250,000,000. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorhereunder. After the any retiring Administrative Agent’s 's resignation hereunderor removal hereunder as Administrative Agent, the provisions of this Article XI and Section 12.03 11 shall continue in effect for the its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while it was acting as the Administrative Agent.

Resignation or Removal of Administrative Agent. Subject Scotia Capital (or any other Administrative Agent hereunder), may resign as the Administrative Agent at any time by giving 30 days’ prior written notice thereof to the Lenders and the Borrowers. Any such resignation or removal shall take effect at the end of such 30-day period or upon the earlier appointment and acceptance of a successor Administrative Agent by the Required Lenders as provided in this Section 11.06, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Bank and the Borrower, and the Administrative Agent may be removed by the Majority Lenders if the Administrative Agent in its capacity as a Lender is a Defaulting Lender pursuant to clause (d) of the definition thereofbelow. Upon any such resignation or removalresignation, the Majority Required Lenders shall have the right, in consultation with the Borrower, to appoint a successorsuccessor Administrative Agent from among the Lenders or, if such appointment is deemed inadvisable or impractical by the Required Lenders, another financial institution with an office in New York, New York. If no successor Administrative Agent shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 days after the retiring resigning Administrative Agent gives Agent’s giving notice of its resignation or removal of the retiring Administrative Agentresignation, then the retiring resigning Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent Agent, which shall be a bank with an office in New YorkLender, New Yorkif a Lender is willing to accept such appointment, or an Affiliate otherwise shall be a commercial bank or financial institution or a subsidiary of a commercial bank or financial institution if such commercial bank or financial institution is organized under the laws of the United States of America or any State thereof. If no successor Administrative Agent has been appointed pursuant to the foregoing, by the 30th day after the date such banknotice of resignation was given by the resigning Administrative Agent, such resignation shall become effective and the Required Lenders shall thereafter perform all the duties of Administrative Agent hereunder until such time, if any, as the Administrative Agent or the Required Lenders (as applicable) appoint a successor Administrative Agent as provided above. Any successor Administrative Agent appointed by the Required Lenders hereunder shall be subject to the approval of the Borrowers, such approval not to be unreasonably withheld or delayed; provided, however, that such approval shall not be required if a Default shall have occurred and be continuing. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent. After the effective date of the resignation of an Administrative Agent hereunder, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, ; provided that the provisions of this Article XI and Section 12.03 X shall continue in effect for its benefit. In the benefit of such event that there shall not be a duly appointed and acting Administrative Agent, the Borrowers jointly and severally agree to make each payment due to the Administrative Agent hereunder and under the Notes, if any, directly to each Lender entitled thereto, pursuant to written instructions provided by the retiring Administrative Agent, its sub-agents and their respective Related Parties in respect to provide copies of any actions taken each certificate or omitted other document required to be taken by any of them while it was acting as furnished to the Administrative AgentAgent hereunder, if any, directly to each Lender.

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 11.06, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Bank and the Borrower, and the Administrative Agent may be removed at any time with or without cause by the Majority Lenders if the Administrative Agent in its capacity as a Lender is a Defaulting Lender pursuant to clause (d) of the definition thereofLenders. Upon any such resignation or removal, the Majority Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation or removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Bank, 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. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documentshereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article XI and Section 12.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent.

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 11.06below, the Administrative Agent may resign at any time by notifying giving notice thereof to the Lenders, the Issuing Bank Lenders and the BorrowerCompany, and the Administrative Agent may be removed at any time with or without cause by the Majority Lenders if the Administrative Agent in its capacity as a Lender is a Defaulting Lender pursuant to clause (d) of the definition thereofRequired Lenders. Upon any such resignation or removal, the Majority Required Lenders shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Administrative Agent (so long as no Default or Event of Default exists) with the prior written consent of the Company (which consent will not unreasonably be withheld). If no successor Administrative Agent shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives Agent’s giving of notice of its resignation or the Required Lenders’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent (so long as no Default or Event of Default exists) with the prior written consent of the Company (which shall consent will not unreasonably be a bank with an office in New York, New York, or an Affiliate of any such bankwithheld). Upon the acceptance of its such appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorhereunder. After the any retiring Administrative Agent’s resignation hereunderor removal hereunder as Administrative Agent, the provisions of this Article XI VIII and Section 12.03 9.03 shall continue in effect for the its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while it was acting as the Administrative Agent.

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 11.0612.06, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Bank Lenders and the Borrower, and the Administrative Agent may be removed at any time with or without cause by the Majority Lenders if the Administrative Agent in its capacity as a Lender is a Defaulting Lender pursuant to clause (d) all of the definition thereofLenders. Upon any such resignation or removal, the Majority Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation or removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bankAgent. Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documentshereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s 's resignation hereunder, the provisions of this Article XI XII and Section 12.03 13.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent.

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 11.0624.6, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Bank Holders and the BorrowerCompany, and the Administrative Agent may be removed at any time with or without cause by the Majority Lenders if the Administrative Agent in its capacity as a Lender is a Defaulting Lender pursuant to clause (d) of the definition thereofRequired Holders. Upon any such resignation or removal, the Majority Lenders Required Holders shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Administrative Agent; provided that, so long as no Default or Event of Default then exists and is continuing, the Company shall have the right to approve such successor Administrative Agent, which approval shall not be unreasonably withheld or delayed. If no successor shall have been so appointed by the Majority Lenders Required Holders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation or removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankHolders, 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. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documentshereunder. The fees payable by the Borrower to a successor Administrative Agent shall not be the same paid any fees for its services as those payable to its predecessor unless otherwise agreed between the Borrower and such successorAdministrative Agent. After the Administrative Agent’s resignation hereunder, the provisions of this Article XI Section 24 and Section 12.03 17 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent.

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 11.06, (a) the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Bank and the Borrower, Borrower and (b) if the Person serving as Administrative Agent may be removed by the Majority Lenders if the Administrative Agent is a Defaulting Lender in its such Person’s capacity as a Lender is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Majority Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and such Person, remove such Person as Administrative Agent. Upon any such resignation or removal, the Majority Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives notice of its resignation or within thirty (30) days after the Majority Lenders give notice of the removal of the retiring Person serving as Administrative Agent, then the retiring Administrative Agent (or the removed Administrative Agent, as the case may be) may, on behalf of the Lenders and the Issuing Bank, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bankAgent. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent, and the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documentshereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation or removal hereunder, the provisions of this Article XI and Section 12.03 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent.

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 11.06, the (a) The Administrative Agent may resign at upon 30 days’ notice to the Lenders and the Borrowers. Upon receipt of any time by notifying such notice of resignation, the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Issuing Bank Borrowers shall have occurred and be continuing) be subject to approval by the BorrowerBorrowers (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the retiring Administrative Agent, and the retiring Administrative Agent’s rights, powers and duties as Administrative Agent may shall be removed by terminated, without any other or further act or deed on the Majority Lenders if part of the retiring Administrative Agent in its capacity as a Lender is a Defaulting Lender pursuant to clause (d) or any of the definition thereof. Upon parties to this Agreement or any such resignation or removal, holders of the Majority Lenders shall have the right, in consultation with the Borrower, to appoint a successorTerm Loans. If no successor Administrative Agent shall have been so appointed by the Majority Required Lenders with such consent of the Borrowers and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives Agent’s giving of notice of its resignation or removal of the retiring Administrative Agentresignation, then the retiring Administrative Agent may, on behalf of the Lenders and with the Issuing Bankconsent of the Borrowers (such consent not to be unreasonably withheld or delayed), appoint a successor Administrative Agent which Agent, that shall be a bank with that has an office in New York, New York, or an Affiliate York with a combined capital and surplus of any such bank. Upon at least $500,000,000; provided that if the acceptance of its appointment as Administrative Agent hereunder by a successorshall notify the Borrowers and the Lenders that no qualifying Person has accepted such appointment, then such successor resignation shall succeed to nonetheless become effective in accordance with such notice and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and (i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. The fees payable Documents (except that in the case of any collateral security held by the Borrower Administrative Agent on behalf of the Lenders 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 (ii) 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, until such time as the same Required Lenders appoint a successor Administrative Agent as those payable to provided for above in this Section. Notwithstanding anything in the foregoing, the Administrative Agent may resign its predecessor unless otherwise agreed between role as Administrative Agent under the Borrower ABL Intercreditor Agreement, First Lien Intercreditor Agreement and such successorSecond Lien Intercreditor Agreement. After the any retiring Administrative Agent’s resignation hereunderas Agent, the provisions of this Article XI Section 9 and Section 12.03 Sections 2.21 and 10.5 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as Administrative AgentAgent under this Agreement and the other Loan Documents.

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 11.06, shall have the Administrative Agent may right to resign at any time by notifying the Lenders, the Issuing Bank and the Borrower, and the time. Administrative Agent may be removed at any time with cause by the Majority Lenders if Required Banks, provided that Borrower and the Administrative Agent in its capacity as a Lender is a Defaulting Lender pursuant to clause (d) of the definition other Banks shall be promptly notified thereof. Upon any such resignation removal or removalresignation, the Majority Lenders Required Banks shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Administrative Agent which successor Administrative Agent, so long as it is reasonably acceptable to the Required Banks and, provided there exists no Event of Default, to Borrower, shall be that Bank then having the greatest Loan Commitment. If no successor Administrative Agent shall have been so appointed by the Majority Lenders Required Banks and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives notice of its resignation or Required Banks' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankBanks, appoint a successor Administrative Agent Agent, which shall be one of the Banks. The Required Banks or the retiring Administrative Agent, as the case may be, shall upon the appointment of a bank with an office in New York, New York, or an Affiliate of any such banksuccessor Administrative Agent promptly so notify Borrower and the other Banks. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorhereunder. After the any retiring Administrative Agent’s resignation hereunder's removal hereunder as Administrative Agent, the provisions of this Article XI and Section 12.03 X shall continue in effect for the its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while it was acting as Administrative Agent.

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Successor Administrative Agent as provided in this Section 11.06, the Agent. Administrative Agent may resign at any time by notifying the Lenders, the Issuing Bank and the Borrower, and the with or without cause as Administrative Agent under the Loan Documents by giving written notice thereof to Lenders and may be removed by the Majority Lenders if the as Administrative Agent in its capacity under the Loan Documents at any time with cause by Required Lenders. Should the initial or any successor Administrative Agent ever cease to be a party hereto or should the initial or any successor Administrative Agent ever resign or be removed as a Lender is a Defaulting Lender pursuant to clause (d) of the definition thereof. Upon any such resignation or removalAdministrative Agent, the Majority then Required Lenders shall have elect the right, in consultation with successor Administrative Agent from among the Borrower, to appoint a successorLenders (other than the resigning Administrative Agent). If no successor Administrative Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment Required Lenders, within 30 days after the retiring Administrative Agent gives Agent's giving of notice of its resignation or Required Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bankAgent. Upon the acceptance of its any appointment as Administrative Agent hereunder under the Loan Documents by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties Rights of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder of Administrative Agent under the Loan Documents, and each Lender shall execute such documents as any Lender may reasonably request to reflect such change in and under the other Loan Documents. The fees payable by the Borrower to a successor After any retiring Administrative Agent's resignation TERM LOAN AND SECURITY AGREEMENT or removal as Administrative Agent shall be under the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunderLoan Documents, the provisions of this Article XI and Section 12.03 SECTION 12 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as Administrative AgentAgent under the Loan Documents.

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 11.06, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Bank and the Borrower, and the Administrative Agent may be removed by the Majority Lenders if the Administrative Agent in its capacity as a Lender is a Defaulting Lender pursuant to clause (d) of the definition thereof. Upon any such resignation or removal, the Majority Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation or removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Bank, 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. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article XI and Section 12.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent.

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance Provided there exists no Event of a successor Default, Administrative Agent hereby agrees not to resign unilaterally except in the event it becomes an Affected Lender and is replaced as provided in this a Lender pursuant to Section 11.06, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Bank and the Borrower, and the 3.04. Administrative Agent may be removed at any time by the Majority Required Lenders if for gross negligence or willful misconduct, provided that Borrower and the Administrative Agent in its capacity as a Lender is a Defaulting Lender pursuant to clause (d) of the definition other Lenders shall be promptly notified thereof. Upon any such resignation or removalremoval of Administrative Agent, the Majority Required Lenders shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Administrative Agent, which successor Administrative Agent shall (provided there exists no Event of Default) be subject to Borrower's approval, such approval not to be unreasonably withheld or delayed. If no successor Administrative Agent shall have been so appointed by the Majority Lenders Required Lenders, and shall have accepted such appointment (and, if required, been approved by Borrower), within 30 twenty (20) days after the retiring Administrative Agent gives notice of its resignation or the Required Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Administrative Agent Agent, which shall be one of Lenders, within ten (10) days. The Required Lenders or the retiring Administrative Agent, as the case may be, shall upon the appointment of a bank with an office in New York, New York, or an Affiliate of any such banksuccessor Administrative Agent promptly so notify Borrower and the other Lenders. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorhereunder. After the any retiring Administrative Agent’s 's resignation hereunderor removal hereunder as Administrative Agent, the provisions of this Article XI and Section 12.03 VII shall continue in effect for the its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while it was acting as Administrative Agent.

Resignation or Removal of Administrative Agent. Subject to If the appointment and acceptance of a successor Person serving as Administrative Agent as provided in this Section 11.06, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Bank and the Borrower, and the Administrative Agent may be removed by the Majority Lenders if the Administrative Agent in its capacity as a Lender is a Defaulting Lender pursuant to clause (d) of the definition thereof. Upon any such resignation or removal, the Majority Lenders shall have the right, in consultation with the BorrowerRequired Banks may, to the extent permitted by applicable law, by notice in writing to Borrower and such Person remove such Person as Administrative Agent and appoint a successor; provided, however, that so long as no Default under Section 9.01(1) or Section 9.01(5) or Event of Default exists, such appointment shall be subject to Borrower’s approval (such approval not to be unreasonably withheld or delayed) (except that Borrower shall, in all events, be deemed to have approved each Bank and any of its Affiliates as a successor Administrative Agent). If no such successor shall have been so appointed by the Majority Lenders Required Banks and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Banks) (the “Removal Closing Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Closing Date. Administrative Agent mxx resign at any time as Administrative Agent under the Loan Documents by giving written notice thereof to the Banks and Bxxxxxxx. Upon any such resignation, the Required Banks shall have the right to appoint a successor Administrative Agent which appointment shall, provided no Default under Section 9.01(1) or Section 9.01(5) or Event of Default exists, be subject to Borrower’s approval, which approval shall not be unreasonably withheld or delayed (except that Borrower shall, in all events, be deemed to have approved each Bank and any of its Affiliates as a successor Administrative Agent). If no successor Administrative Agent shall have been so appointed in accordance with the immediately preceding sentence, and shall have accepted such appointment, within 30 days after the retiring current Administrative Agent gives Agent’s giving of notice of its resignation or removal of the retiring Administrative Agentresignation, then the retiring current Administrative Agent may, on behalf of the Lenders and the Issuing BankBanks, appoint a successor Administrative Agent Agent, which shall be a bank Bank, if any Bank shall be willing to serve, and otherwise shall be a Qualified Institution; provided that if Administrative Agent shall notify Borrower and the Banks that no Bank has accepted such appointment, then such resignation shall nonetheless become effective in accordance with an office such notice. As of the Removal Closing Date or the effectiveness of such resignation, as applicable, (1) Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) all payments, communications and determinations provided to be made by, to or through Administrative Agent shall instead be made to each Bank directly, until such time as a successor Administrative Agent has been appointed as provided for above in New Yorkthis Section; provided, New York, or an Affiliate further that such the Banks so acting directly shall be and be deemed to be protected by all indemnities and other provisions herein for the benefit and protection of any Administrative Agent as if each such bankBank were itself Administrative Agent. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring current Administrative Agent, and the retiring current Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the any Administrative Agent’s resignation hereunderor removal hereunder as Administrative Agent, the provisions of this Article XI and Section 12.03 X shall continue in effect for the to inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as Administrative AgentAgent under the Loan Documents.

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 11.06, shall have the Administrative Agent may right to resign at any time by notifying the Lenders, the Issuing Bank and the Borrower, and the time. Administrative Agent may be removed at any time with cause by the Majority Lenders if Required Banks, provided that Borrower and the Administrative Agent other Banks shall be promptly notified in its capacity as a Lender is a Defaulting Lender pursuant to clause (d) of the definition writing thereof. Upon any such resignation removal or removalresignation, the Majority Lenders Required Banks shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Administrative Agent which successor Administrative Agent, so long as it is reasonably acceptable to the Required Banks, shall be that Bank then having the greatest Loan Commitment. If no successor Administrative Agent shall have been so appointed by the Majority Lenders Required Banks and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives notice of its resignation or Required Banks’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankBanks, appoint a successor Administrative Agent Agent, which shall be one of the Banks. The Required Banks or the retiring Administrative Agent, as the case may be, shall upon the appointment of a bank with an office successor Administrative Agent promptly so notify in New York, New York, or an Affiliate of any such bankwriting Borrower and the other Banks. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documentshereunder. The fees payable by the Borrower rights and duties of Administrative Agent to a be vested in any successor Administrative Agent shall be include, without limitation, the same rights and duties as those payable to its predecessor unless otherwise agreed between the Borrower and such successorSwingline Lender. After the any retiring Administrative Agent’s resignation hereunderremoval hereunder as Administrative Agent, the provisions of this Article XI and Section 12.03 X shall continue in effect for the its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while it was acting as Administrative Agent.

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 11.06, the The Administrative Agent may resign at any time by notifying give notice of its resignation to the Lenders, the Issuing Bank L/C Issuer and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with approval from the Borrower (so long as no Event of Default has occurred and is continuing), to appoint a successor, such approval not to be unreasonably withheld or delayed. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders), then the retiring Administrative Agent may (but shall not be removed by obligated to), on behalf of the Majority Lenders if and the L/C Issuer, appoint a successor Administrative Agent; provided that in no event shall any such successor Administrative Agent be a Defaulting Lender. Whether or not a successor has been appointed, such resignation shall become effective in its capacity accordance with such notice on the Resignation Effective Date. If the Person serving as a Lender Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof. Upon any such resignation or removal, the Majority Required Lenders shall have may, to the rightextent permitted by applicable law, by notice in consultation writing to the Borrower and such Person remove such Person as Administrative Agent and, with the Borrowerapproval from the Borrower (so long as no Event of Default has occurred and is continuing), to appoint a successor, such approval not to be unreasonably withheld or delayed. If no such successor shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 days after (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring Administrative Agent gives notice of its resignation or removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Bank, 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. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (ii) 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 L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section 10.06. Upon the acceptance of a successor’s appointment as CHAR1\0000000x0 Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) or removed Administrative Agent, and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring or removed Administrative Agent’s resignation hereunderhereunder and under the other Loan Documents, the provisions of this Article XI X and Section 12.03 11.04 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it the retiring or removed Administrative Agent was acting as Administrative Agent. If PNC Bank resigns as Administrative Agent under this Section 10.06, PNC Bank shall also resign as an L/C Issuer. Upon the appointment of a successor Administrative Agent hereunder, such successor shall (i) succeed to all of the rights, powers, privileges and duties of PNC Bank as the retiring L/C Issuer and Administrative Agent and PNC Bank shall be discharged from all of its respective duties and obligations as L/C Issuer and Administrative Agent under the Loan Documents, and (ii) issue letters of credit in substitution for the Letters of Credit issued by PNC Bank, if any, outstanding at the time of such succession or make other arrangement reasonably satisfactory to PNC Bank to effectively assume the obligations of PNC with respect to such Letters of Credit.

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 11.06, the Administrative Agent may resign at any time by notifying giving the Lenders, the Issuing Bank and the BorrowerBorrower at least 30 days prior written notice, and the Administrative Agent may be removed at any time with or without cause by the Majority Lenders if the Administrative Agent in its capacity as a Lender is a Defaulting Lender pursuant to clause (d) of the definition thereofRequired Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right, in consultation and with the consent of the Borrower, to appoint a successor. If no successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation or the removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bankAgent. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documentshereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article XI and Section 12.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent.