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 at any time with or without cause by the Majority Lenders. 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 Agent gives notice of its resignation or removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor 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 Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Agent’s resignation hereunder, the provisions of this Article XI and Section 12.03 shall continue in effect for the benefit of such retiring 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 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 at any time with or without cause by the Majority Lenders. Upon receipt of any such resignation or removalnotice of resignation, the Majority Required Lenders shall have the right, in consultation with the Borrowerapproval of the Borrower (such approval not to be unreasonably withheld; provided that if a Default shall exist at the time, no approval of the Borrower shall be required), 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 Agent gives notice of its resignation or removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor Agent which shall be a bank with an office in New York, New Yorkthe United States, or an Affiliate of any such bankbank with an office in the United States. Upon the acceptance of its appointment as Agent hereunder by a successor, If no such successor shall succeed to have been so appointed by the Required Lenders and become vested with all shall have accepted such appointment within thirty (30) days after the rightsretiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), powers, privileges and duties then the retiring Administrative Agent may (but shall not be obligated to) on behalf of the retiring AgentLenders, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to appoint a successor Administrative Agent meeting the qualifications set forth above; provided that in no event shall any successor Administrative Agent be a Defaulting Lender. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Agent’s resignation hereunder, the provisions of this Article XI and Section 12.03 shall continue in effect for the benefit of such retiring 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 AgentResignation Effective Date.

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 the Lenders, the Issuing Bank Bank(s) and the Borrower, and the Administrative Agent may be removed at any time with or without cause by the Majority Lenders. Upon any such resignation or removalresignation, the Majority Lenders shall have the right, in consultation with the Borrower, to appoint from among the Lenders 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 Agentresignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankBank(s), appoint a qualified financial institution as successor Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bankAdministrative 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, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the 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 each Issuing Bank and the Borrower, 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 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 each Issuing Bank, appoint a successor Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bankAdministrative 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, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the 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 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 Required Lenders. Upon any such resignation or removal, the Majority Required 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 Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation or removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor 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 Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Agent’s resignation hereunder, the provisions of this Article XI and Section 12.03 shall continue in effect for the benefit of such retiring 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 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. 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 Agent gives Administrative 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, after consultations with the Issuing BankCompany, appoint a successor Agent which Administrative Agent, that shall be 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. The fees payable by the Borrower to a successor Agent shall be the same After any retiring Administrative Agent's resignation or removal hereunder 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 10 shall continue in effect for the its benefit of such retiring 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. 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 as the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bankAdministrative 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, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the 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. 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; provided that the successor shall have a combined capital and surplus of not less than $200,000,000 or its equivalent in other currencies. 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 Agent gives Administrative 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 its successor; provided that the successor shall have a successor Agent which shall be a bank with an office combined capital and surplus of not less than $200,000,000 or its equivalent in New York, New York, or an Affiliate of any such bankother currencies. Upon the acceptance of its such appointment as Agent hereunder by a successor, such successor 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. The fees payable by the Borrower to a successor 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 hereunderor removal hereunder as the Administrative Agent, the provisions of this Article XI and Section 12.03 shall continue in effect for the its benefit of such retiring 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 LendersBanks. 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 such 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 Agent gives Administrative 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 Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bankAdministrative Agent. Upon the acceptance of its or 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. The fees payable by the Borrower to a successor 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 hereunderor removal hereunder as Administrative Agent, the provisions of this Article XI and Section 12.03 8.8 shall continue in effect for the its benefit of such retiring 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 Required Lenders. Upon any such resignation or removal, the Majority Required 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 Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation or removal of as the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bankAdministrative 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, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the 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 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. 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 Agent gives notice of its resignation or removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor 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 Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by UCLP and the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between UCLP or the Borrower and such successor. After the 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 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 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 BorrowerBorrowers, 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 shall have the right, in consultation with the Borrowerconsent of the Borrowers, which consent shall not 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 Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bankAdministrative 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, and the retiring Administrative Agent shall be discharged from its duties and obligations 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 Administrative Agent’s 's resignation hereunder, the provisions of this Article ARTICLE XI and Section 12.03 shall continue in effect for the benefit of such retiring 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 Required 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 Agent gives Administrative 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 Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bankAdministrative Agent. Upon the acceptance of its such appointment as 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. The fees payable by the Borrower to a successor Agent shall be the same After any retiring Administrative Agent's resignation or removal hereunder 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 VIII and Section 12.03 9.03 shall continue in effect for the its benefit of such retiring 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 Banks and the Borrower, and the Administrative Agent may be removed at any time with or without cause by the Majority Lenders. 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 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. 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. 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 as the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bankAdministrative 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, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the 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 11.06below, 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 Required 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 Agent gives Administrative 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 Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bankAdministrative Agent. Upon the acceptance of its such appointment as 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. The fees payable by the Borrower to a successor Agent shall be the same After any retiring Administrative Agent's resignation or removal hereunder 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 VIII and Section 12.03 11.03 shall continue in effect for the its benefit of such retiring 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) Administrative Agent may resign at any time by notifying the give notice of its resignation to Lenders, the Issuing Bank L/C Issuer, Swing Line Lender and the Borrower, and the Administrative Agent may be removed at any time with or without cause by the Majority LendersBorrowers. Upon receipt of any such resignation or removalnotice of resignation, the Majority Required Lenders shall have the right, in consultation with the BorrowerBorrowers (so long as no 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 Agent gives notice of its resignation or removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor Agent which shall be a bank with an office in New YorkDallas, New YorkTexas, or an Affiliate of any such bankbank with an office in Dallas, Texas. Upon the acceptance of its appointment as Agent hereunder by a successor, If no such successor shall succeed to have been so appointed by Required Lenders and become vested with all the rights, powers, privileges and duties of shall have accepted such appointment within thirty (30) days after the retiring AgentAdministrative Agent gives notice of its resignation (or such earlier day as shall be agreed by Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to), on behalf of Lenders, L/C Issuer, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to Swing Line Lender, appoint a successor Administrative Agent meeting the qualifications set forth above; provided that in no event shall any successor Administrative Agent be a Defaulting Lender. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorResignation Effective Date. After the Agent’s resignation hereunderResignation Effective Date, the provisions of this Article XI and Section 12.03 10 relating to or indemnifying or releasing Administrative Agent shall continue in effect for the inure to its benefit of such retiring 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 AgentAdministrative Agent 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 11.06below, the Administrative Agent may resign at any time by notifying giving 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. Upon any such resignation or removal, the Majority Lenders shall have the right, (in consultation with the Borrower, Borrowers) shall have the 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 Agent gives Administrative 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 Agent which Administrative Agent, that shall be a bank with a combined capital and surplus of at least $500,000,000 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. The fees payable by the Borrower to a successor 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 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 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. Upon any such resignation or removal, the Majority Lenders shall have the right, in consultation with the consent of the Borrower, which consent shall not 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 Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bankAdministrative 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, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s 's resignation hereunder, the provisions of this Article ARTICLE XI and Section 12.03 shall continue in effect for the benefit of such retiring 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) Administrative Agent may resign at any time by notifying the give notice of its resignation to Lenders, the Issuing Bank L/C Issuer and the Borrower, and the Administrative Agent may be removed at any time with or without cause by the Majority Lenders. Upon receipt of any such resignation or removalnotice of resignation, the Majority Required Lenders shall have the right, in consultation with the Borrowerconsent of Borrower (so long as no Event of Default has occurred and is continuing), which consent shall not be unreasonably withheld, delayed or conditioned, to appoint a successor. 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 Required Lenders) (the retiring Agent“Resignation Effective Date”), then the retiring Administrative Agent maymay (but shall not be obligated to), on behalf of the Borrower, Lenders and the Issuing BankL/C Issuer, appoint a successor Administrative Agent which meeting the qualifications set forth above; provided that in no event shall any successor Administrative Agent be a bank with an office in New York, New York, Defaulting Lender. Whether or an Affiliate of any such bank. Upon the acceptance of its appointment as Agent hereunder by not a successorsuccessor has been appointed, such successor resignation shall succeed to and become vested effective in accordance with all such notice on the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorResignation Effective Date. After the Agent’s resignation hereunderResignation Effective Date, the provisions of this Article XI and Section 12.03 11 relating to or indemnifying or releasing Administrative Agent shall continue in effect for the inure to its benefit of such retiring 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 AgentAdministrative Agent 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, 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. 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 Agent gives notice of its resignation or removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor 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 Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Agent’s resignation hereunder, the provisions of this Article XI and Section 12.03 shall continue in effect for the benefit of such retiring 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 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 at any time with or without cause by the Majority Lenders. 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 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 Bank, appoint a successor Administrative Agent which shall be meeting the qualifications set forth above. Whether or not a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Agent hereunder by a successorsuccessor has been appointed, such successor resignation shall succeed to and become vested effective in accordance with all such notice on the rights, powers, privileges and duties 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 retiring AgentBorrower, which Borrower may make so long as no Event of Default exists and the retiring is continuing, resign as Administrative Agent in which event a new Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by appointed in accordance with the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Agent’s resignation hereunder, the provisions of this Article XI and Section 12.03 shall continue in effect for the benefit of such retiring 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 Agentterms hereof.

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 11.06below, the Administrative Agent may resign at any time by notifying giving notice thereof to the LendersLenders and each Issuing Bank, the Issuing Bank 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 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 Agent gives Administrative 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 each Issuing Bank, appoint a successor Agent Administrative Agent, which shall be a bank with a combined capital and surplus of at least $100,000,000 which 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. The fees payable by the Borrower to a successor 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 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 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 BorrowerParent and the Borrowers, and the Administrative Agent may be removed at any time with or without cause by the Majority LendersXxxxxxx. 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 Xxxxxxx and shall have accepted such appointment within 30 days after the retiring Agent gives Administrative Agent's giving of notice of its resignation or the Majority Xxxxxxx' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Agent which Administrative 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. The fees payable by the Borrower to a successor Agent shall be the same After any retiring Administrative Agent's resignation or removal hereunder 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 11 shall continue in effect for the its benefit of such retiring 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 BorrowerCompany, 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 shall have the right, in right (after consultation with the Borrower, Company) 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 Agent gives Administrative 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 Agent which Administrative 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. The fees payable by the Borrower to a successor Agent shall be the same After any retiring Administrative Agent's resignation or removal hereunder 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 10 shall continue in effect for the its benefit of such retiring 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 BorrowerObligors, 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 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 Agent gives Administrative Agent's giving of notice of its resignation or the Majority Lenders' removal of the retiring Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Agent which Administrative Agent, that shall be a bank with an office in New York, New York, or an Affiliate a combined capital and surplus and undivided profits of any such bankat least $300,000,000. 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. The fees payable by the Borrower to a successor Agent shall be the same After any retiring Administrative Agent's resignation or removal hereunder as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Agent’s resignation hereunder, the provisions of this Article XI and Section 12.03 11 shall continue in effect for the its benefit of such retiring 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. Upon any such resignation or removal, the Majority Lenders shall have the right, in consultation with the approval 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 removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bankAdministrative 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, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the 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 any Agent may resign at any time by notifying the Lenders, the Issuing Bank and the Borrower, and the Administrative any Agent may be removed at any time with or without cause by the Majority Lenders. 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 Agent gives notice of its resignation or removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor 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 Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the 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 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 Agent.

Resignation or Removal of Administrative Agent. (a) Subject to the appointment provisions of subsection (c) of this Section 13.8, any Person acting as Administrative Agent may at any time resign as Administrative Agent under this Agreement and acceptance the other Transaction Documents by giving thirty (30) days’ written notice thereof to the Service Providers, the Borrower, the Eligible Counterparties and the Lenders. Upon receiving such notice of resignation, the Majority Lenders (with, so long as no Default is then continuing, approval of the Borrower and the Service Providers, not to be unreasonably withheld or delayed) shall promptly appoint a successor Administrative Agent as provided by written instrument, in this Section 11.06duplicate, one copy of which instrument shall be delivered to the resigning Administrative Agent may resign at any time by notifying the Lenders, the Issuing Bank and the Borrower, and other copy of which instrument shall be delivered to the successor 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 shall have the right, in consultation with the Borrower, to appoint a successorAgent. 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 Agent gives giving of such notice of its resignation or removal resignation, the resigning Administrative Agent may petition any court of competent jurisdiction for the retiring appointment of a successor Administrative Agent, then . The Borrower shall reimburse the retiring resigning Administrative Agent may, on behalf pursuant to the Flow of the Lenders Funds hereof for all expenses which shall have been incurred by such resigning Administrative Agent in accordance with this Agreement and the Issuing Bank, appoint a successor Agent which shall be a bank with an office in New York, New York, or an Affiliate other Transaction Documents prior to the effective date of any such bank. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Agent’s resignation hereunder, the provisions of this Article XI and Section 12.03 shall continue in effect for the benefit of such retiring 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 resigning 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 LendersBanks. 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 Agent gives Administrative 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 Agent which Administrative Agent, that shall be a bank with which has an office in New York, New York, or an Affiliate York and 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 Credit Agreement duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same After any retiring Administrative Agent's resignation or removal hereunder 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 10 shall continue in effect for the its benefit of such retiring 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 BorrowerCompany, 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 shall have the right, in right (following consultation with the Borrower, Company) to appoint a successorsuccessor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Majority Lenders Xxxxxxx and shall have accepted such appointment within 30 days after the retiring Agent gives Administrative Agent's giving of notice of its resignation or the Majority Xxxxxxx' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Agent which Administrative 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. The fees payable by the Borrower to a successor Agent shall be the same After any retiring Administrative Agent's resignation or removal hereunder 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 11 shall continue in effect for the its benefit of such retiring 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 BorrowerBorrower and the Parent Guarantor, 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 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 Agent gives Administrative 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 Agent which Administrative 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. The fees payable by the Borrower to a successor Agent shall be the same After any retiring Administrative Agent's resignation or removal hereunder 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 11 shall continue in effect for the its benefit of such retiring 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 giving notice thereof to the Lenders, the Issuing Bank Lender and the Borrower, Borrower and the Lender may remove the Administrative Agent may be removed at any time with or without cause by the Majority LendersAgent. Upon any such resignation or removal, the Majority Lenders Lender shall have the right, in consultation with the Borrower, right to appoint a successor. If successor Administrative Agent, and if no such 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 Agent gives Administrative Agent’s giving of 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 BankLender, appoint a successor Agent which Administrative Agent, that shall be a bank with which has an office in New York, New York, York or an Affiliate other location approved by the Lender and 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 Agent, Administrative Agent and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor 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 hereunderor removal hereunder as Administrative Agent, the provisions of this Article XI and Section 12.03 10 (The Administrative Agent) shall continue in effect for the its benefit of such retiring 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 AgentAdministrative Agent 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 BorrowerBorrowers, 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 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 Agent gives Administrative Agent's giving of notice of its resignation or the Majority Lenders' removal of the Credit Agreement 138 - 133 - retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Agent which Administrative 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. The fees payable by the Borrower to a successor Agent shall be the same After any retiring Administrative Agent's resignation or removal hereunder 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 11 shall continue in effect for the its benefit of such retiring 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. 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 Agent gives notice of its resignation or removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor 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 Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the 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 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 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 BorrowerBorrowers, and the Administrative Agent may be removed at any time with or without cause by the Majority LendersBanks. 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 Agent gives Administrative Agent's giving of notice of its resignation or the Majority Banks' removal of the retiring Administrative Agent, then the retiring Five-Year Credit Agreement Administrative Agent may, on behalf of the Lenders and the Issuing BankBanks, appoint a successor Agent which Administrative Agent, that shall be a bank with which has an office in New York, New York, or an Affiliate York and 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. The fees payable by the Borrower to a successor Agent shall be the same After any retiring Administrative Agent's resignation or removal hereunder 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 11 shall continue in effect for the its benefit of such retiring 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 BorrowerCompany, and the Administrative Agent may be removed at any time with or without cause by the Majority LendersBanks. 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 Agent gives Administrative Agent's giving of notice of its Credit Agreement 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 Agent which Administrative Agent, that shall be 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. The fees payable by the Borrower to a successor Agent shall be the same After any retiring Administrative Agent's resignation or removal hereunder 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 11 shall continue in effect for the its benefit of such retiring 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 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 Required 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 Administrative Agent, which Administrative Agent, if not a Lender, shall be reasonably acceptable to Borrower; provided, however, that Borrower shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation or removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and the Issuing Bank, appoint no right to approve a successor Administrative Agent which shall be if a bank with an office in New York, New York, or an Affiliate of any such bankDefault 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 thereafter arising hereunder. The fees payable by the Borrower to a successor 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 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 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 Lenders and the Borrower, 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 shall have the rightshall, in after consultation with the Borrower, have the 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 Agent gives Administrative 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 Agent which Administrative 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. The fees payable by the Borrower to a successor Agent shall be the same After any retiring Administrative Agent's resignation or removal hereunder 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 11 shall continue in effect for the its benefit of such retiring 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. Upon any such resignation or removal, the Majority Lenders shall have the right, in consultation with the approval 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 removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bankAdministrative 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, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the 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 11.06below, the Administrative Agent may resign at any time by notifying giving thirty days’ prior written notice thereof to the Lenders, the Issuing Bank Fronting Banks, EDS and the Borrower, and the Administrative Agent may be removed at any time with or without cause by the Majority Lendersother 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 Agentresignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankFronting Banks, appoint a successor Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bankAdministrative 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 Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower EDS and such successor. 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 11.16 shall continue in effect for its benefit and the benefit of such retiring 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 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. Upon any such resignation or removal, the Majority Lenders shall have the rightshall, in after consultation with the Borrower, have the 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 Agent gives Administrative 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 Agent which Administrative Agent, that shall be a bank with financial institution 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. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Agent’s resignation hereunder, the provisions of this Article XI and Section 12.03 shall continue in effect for the benefit of such retiring 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 Agent.obligations

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. Upon any such resignation or removal, the Majority Lenders shall have the right, in consultation with subject to the approval 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 Agent gives notice of its resignation or removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor 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 Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the 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 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 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 Parent Guarantor, 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 shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Administrative Agent. If no successor Administrative Agent shall Credit Agreement 102 - 97 - have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives Administrative 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 Agent which Administrative 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. The fees payable by the Borrower to a successor Agent shall be the same After any retiring Administrative Agent's resignation or removal hereunder 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 11 shall continue in effect for the its benefit of such retiring 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 LendersLenders in writing, the Issuing Bank and the Borrower, and the Administrative Agent may be removed at any time with or without cause upon written notification by the Majority 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. If no such 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 after receiving notification of removal of the retiring Administrative Agent, then the retiring Agent or to be removed Administrative Agent, as the case may be, may, on behalf of the Lenders and the Issuing Bank, appoint a successor Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bankAdministrative 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 or removed Administrative Agent, and the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation or removal hereunder, the provisions of this Article XI and Section 12.03 13.03 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 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. 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 Banks and the Issuing BankLenders, appoint a successor Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bankAdministrative 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, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the 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 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, Borrower and the Administrative Agent may be removed at any time with or without cause by the Majority LendersBanks. 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 such 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 Agent gives Administrative 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 Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bankAdministrative Agent. Upon the acceptance of its or 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. The fees payable by the Borrower to a successor Agent shall be the same After any retiring Administrative Agent's resignation or removal hereunder 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 8.8 shall continue in effect for the its benefit of such retiring 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. Upon any such resignation or removal, the Majority Lenders shall have the right, in consultation with subject to the approval 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 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. 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 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 each 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. Upon any such resignation or removal, the Majority Required 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 Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation or removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor 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 Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunderhereunder and under the other Loan Documents. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Agent’s resignation hereunder, the provisions of this Article XI and Section 12.03 shall continue in effect for the benefit of such retiring 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 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. 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 Agent gives Administrative 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 Agent which Administrative 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 $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. The fees payable by the Borrower to a successor Agent shall be the same After any retiring Administrative Agent's resignation or removal hereunder 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 11 shall continue in effect for the its benefit of such retiring 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, Company and the Administrative Agent may be removed at any time with or without cause by the Majority LendersBanks. Upon any such resignation or Credit Agreement ---------------- removal, the Majority Lenders shall have the rightBanks shall, in after consultation with the BorrowerCompany, have the right to appoint a successor. If no successor shall have been so appointed by the Majority Lenders Banks and shall have accepted such appointment within 30 days after the retiring 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 Banks, after consultation with the Issuing BankCompany, appoint a successor Agent successor, which 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 $1,000,000,000. Upon the acceptance of its any appointment as Agent hereunder by a successor, such successor 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. The fees payable by the Borrower to a successor 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 's resignation or removal hereunder, the provisions of this Article XI and Section 12.03 10 shall continue in effect for the its benefit of such retiring 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 Agenthereunder.

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. 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; provided that the successor shall have a 93 combined capital and surplus of not less than $200,000,000 or its equivalent in other currencies. If no successor Administrative Agent shall have been so appointed by the Majority Lenders Xxxxxxx and shall have accepted such appointment within 30 days after the retiring Agent gives Administrative 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 its successor; provided that the successor shall have a successor Agent which shall be a bank with an office combined capital and surplus of not less than $200,000,000 or its equivalent in New York, New York, or an Affiliate of any such bankother currencies. Upon the acceptance of its such appointment as Agent hereunder by a successor, such successor 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. The fees payable by the Borrower to a successor 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 hereunderor removal hereunder as the Administrative Agent, the provisions of this Article XI and Section 12.03 shall continue in effect for the its benefit of such retiring 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, and the Administrative Agent may be removed at any time with or without cause by the Majority Lenders. 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 AgentRequired Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent maymay (but shall not be obligated to), on behalf of the Lenders and the Issuing BankL/C Issuer, 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, Defaulting Lender. Whether or an Affiliate of any such bank. Upon the acceptance of its appointment as Agent hereunder by not a successorsuccessor has been appointed, such successor resignation shall succeed become effective in accordance with such notice on the Resignation Effective Date. If the Person serving as Administrative Agent is a Defaulting Lender pursuant to and become vested with all the rights, powers, privileges and duties clause (d) of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Agent’s resignation hereunderdefinition thereof, the provisions of this Article XI and Section 12.03 shall continue in effect for Required Lenders may, to the benefit of such retiring Agentextent permitted by applicable Law, 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 Agent.notice in

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, 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 Banks shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Administrative Agent with the approval of the Borrower (such approval not to 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 Agent gives Administrative 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 Banks, in consultation with the Issuing BankBorrower, appoint a successor Agent Administrative Agent, which 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. The fees payable by the Borrower to a successor 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 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 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. 10.09.

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. 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 Agent gives notice of its resignation or removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and the each Issuing Bank, appoint a successor 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 Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the 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 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 Agent.

Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor succes- sor Administrative Agent as provided in this Section 11.06below, the Administrative Agent Credit Agreement 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. Upon any such resignation or removal, the Majority Lenders shall have the right, in right (following consultation with the Borrower, Company) 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 Agent gives Administrative Agent's giving of notice of its resignation or the Majority Lenders' removal of the retiring Administrative Agent, then the retiring Adminis- trative Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor Agent which succes- sor Administrative Agent, that shall be a bank with that has an office of- fice 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 appointment any appoint- ment as Administrative Agent hereunder by a successorsuccessor Adminis- trative Agent, such successor Administrative Agent shall there- upon 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. The fees payable by the Borrower to a successor Agent shall be the same After any retiring Adminis- trative Agent's resignation or removal hereunder as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administra- tive Agent’s resignation hereunder, the provisions of this Article XI and Section 12.03 11 shall continue in effect for the its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted omit- xxx 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. 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. 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 11.06below, the Administrative Agent may resign at any time by notifying giving notice thereof to the Lenders, the Issuing Bank Lenders and the BorrowerParent and the Borrowers, 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 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 Agent gives Administrative 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 Agent which Administrative 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 Credit Agreement ---------------- 174 - 168 - 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. The fees payable by the Borrower to a successor Agent shall be the same After any retiring Administrative Agent's resignation or removal hereunder 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 11 shall continue in effect for the its benefit of such retiring 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. Upon any such resignation or removal, the Majority Lenders shall have the rightshall, in after consultation with the Borrower, have the 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 Agent gives Administrative 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 Agent which Administrative 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 Credit Agreement retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same After any retiring Administrative Agent's resignation or removal hereunder 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 11 shall continue in effect for the its benefit of such retiring 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 each Issuing Bank and the Borrower, 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 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 each Issuing Bank, appoint a successor Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bankAdministrative 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, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s '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 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. 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. 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.. 104

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. 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 Agent gives notice of its resignation or removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor 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 Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Agent’s 's resignation hereunder, the provisions of this Article ARTICLE XI and Section 12.03 shall continue in effect for the benefit of such retiring 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 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. 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 as the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bankAdministrative 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, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the 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 11.0611.06 , the Administrative any Agent may resign at any time by notifying the Lenders, the Issuing Bank Lenders and the Borrower, and the Administrative any Agent may be removed at any time with or without cause by the Majority Lenders. 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 Agent gives notice of its resignation or removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor 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 Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the 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 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 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. 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 Agent gives notice of its resignation or removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor 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 Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Agent’s 's resignation hereunder, the provisions of this Article ARTICLE XI and Section 12.03 shall continue in effect for the benefit of such retiring 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 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. 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 Agent gives notice of its resignation or removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor 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 Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the 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 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 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. 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 Agent gives Administrative 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 Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bankAdministrative 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 Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same After any retiring Administrative Agent's resignation or removal hereunder 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 XIII shall continue in effect for the its benefit of such retiring 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. Upon any such resignation or removal, the Majority Lenders shall have the right, (in consultation with the Borrower, ) shall have the 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 Agent gives Administrative 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 Agent which Administrative Agent, that shall be a bank with a combined capital and surplus of at least $500,000,000 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. The fees payable by the Borrower to a successor 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 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 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) Administrative Agent may resign at any time by notifying the Lendersgive notice of its resignation to Xxxxxxx and Borrowers. Upon receipt of any such notice of resignation, the Issuing Bank and the Borrower, 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 Required Lenders shall have the right, in consultation with the BorrowerBorrowers (so long as no 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 Agent gives notice of its resignation or removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor Agent which shall be a bank with an office in New York, New Yorkthe United States, or an Affiliate of any such bankbank with an office in the United States. Upon the acceptance of its appointment as Agent hereunder by a successor, If no such successor shall succeed to have been so appointed by the Required Lenders and become vested with all the rights, powers, privileges and duties of shall have accepted such appointment within thirty (30) days after the retiring AgentAdministrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), and then the retiring Administrative Agent may (but shall not be discharged from its duties and obligations hereunder. The fees payable by the Borrower to obligated to), on behalf of Xxxxxxx, appoint a successor Administrative Agent meeting the qualifications set forth above; provided that in no event shall any successor Administrative Agent be a Defaulting Lender. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorResignation Effective Date. After the Agent’s resignation hereunderResignation Effective Date, the provisions of this Article XI and Section 12.03 10 relating to or indemnifying or releasing Administrative Agent shall continue in effect for the inure to its benefit of such retiring 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 Agent.Administrative Agent under this Agreement and the other Loan Documents. Credit Agreement and Guaranty – Page 81

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. Upon any such resignation or removal, the Majority Lenders shall have the right, in consultation with subject to the approval 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 Agent gives notice of its resignation or removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and the Issuing BankLenders, appoint a successor 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 Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the 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 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 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. 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 Agent gives notice of its resignation or removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor Agent 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 Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the 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 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 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 LendersBanks. 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 Agent gives Administrative Agent's giving of notice of its resignation or the Majority Banks' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, Credit Agreement on behalf of the Lenders and Banks, after consultation with the Issuing BankCompany, appoint a successor Agent which Administrative Agent, that shall be a bank with which has an office in New York, New York, or an Affiliate York and 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. The fees payable by the Borrower to a successor Agent shall be the same After any retiring Administrative Agent's resignation or removal hereunder 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 10 shall continue in effect for the its benefit of such retiring 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. Upon any such resignation or removal, the Majority Lenders shall have the rightshall, in after consultation with the Borrower, have the 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 Agent gives Administrative 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 Agent which Administrative 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. The fees payable by the Borrower to a successor Agent shall be the same After any retiring Administrative Agent's resignation or removal hereunder 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 11 shall continue in effect for the its benefit of such retiring 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 Required Lenders. Upon any such resignation or removal, the Majority Required Lenders shall have the right, in consultation with subject to the approval of 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 Agent gives notice of its resignation or removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor 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 Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the 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 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 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 giving 60 days' prior written notice thereof to 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 LendersBorrowers. Upon any such resignation or removalresignation, 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, provided that no Default or Event of Default shall have occurred and be continuing, approved by the Borrowers, such approval not to be unreasonably withheld) and shall have accepted such appointment within 30 days after the retiring Agent gives Administrative Agent's giving of notice of its resignation or removal of the retiring Agentresignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing BankBanks, appoint a successor Agent Administrative Agent, which shall be a bank with an office financial institution having a combined capital and surplus in New York, New York, or an Affiliate excess of any such bank$150,000,000. 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. The fees payable by the Borrower to a successor 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 hereunder's resignation, the provisions of this Article XI and Section 12.03 Credit Agreement shall continue in effect for the its benefit of such retiring 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. Any new Administrative Agent appointed pursuant to this §14.7 shall immediately issue new Letters of Credit in place of Letters of Credit previously issued by the Administrative Agent (to the extent such Letters of Credit are returned by the beneficiaries for purposes of such exchange).

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) Administrative Agent may resign at any time by notifying the Lendersgive notice of its resignation to Xxxxxxx, the Issuing Bank L/C Issuer and the Borrower, and the Administrative Agent may be removed at any time with or without cause by the Majority LendersXxxxxxxx. Upon receipt of any such resignation or removalnotice of resignation, the Majority Required Lenders shall have the right, in consultation with the Borrowerconsent of Borrower (so long as no Event of Default has occurred and is continuing), which consent shall not be unreasonably withheld, delayed or conditioned, to appoint a successor. 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 Required Lenders) (the retiring Agent“Resignation Effective Date”), then the retiring Administrative Agent maymay (but shall not be obligated to), on behalf of the Xxxxxxxx, Lenders and the Issuing BankL/C Issuer, appoint a successor Administrative Agent which meeting the qualifications set forth above; provided that in no event shall any successor Administrative Agent be a bank with an office in New York, New York, Defaulting Lender. Whether or an Affiliate of any such bank. Upon the acceptance of its appointment as Agent hereunder by not a successorsuccessor has been appointed, such successor resignation shall succeed to and become vested effective in accordance with all such notice on the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorResignation Effective Date. After the Agent’s resignation hereunderResignation Effective Date, the provisions of this Article XI and Section 12.03 11 relating to or indemnifying or releasing Administrative Agent shall continue in effect for the inure to its benefit of such retiring 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 AgentAdministrative Agent 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 11.06below, 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 Required 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 Agent gives Administrative 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 Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bankAdministrative Agent. Upon the acceptance of its such appointment as 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. The fees payable by the Borrower to a successor Agent shall be the same After any retiring Administrative Agent=s resignation or removal hereunder 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 VIII and Section 12.03 10.03 shall continue in effect for the its benefit of such retiring 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 BorrowerCompany, and the Administrative Agent may be removed at any time with or without cause by the Majority LendersBanks. 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 Credit Agreement ---------------- Administrative Agent shall have been so appointed by the Majority Lenders Banks and shall have accepted such appointment within 30 days after the retiring Agent gives Administrative 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 Banks, after consultation with the Issuing BankCompany, appoint a successor Agent which Administrative Agent, that shall be a bank with which has an office in New York, New York, or an Affiliate York and 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. The fees payable by the Borrower to a successor Agent shall be the same After any retiring Administrative Agent's resignation or removal hereunder 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 10 shall continue in effect for the its benefit of such retiring 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. 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. 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 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. Upon any such resignation or removal, the Majority Lenders shall have the right, in right (following consultation with the Borrower, Company) 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 Agent gives Administrative 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 Agent which Administrative 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. The fees payable by the Borrower to a successor Agent shall be the same After any retiring Administrative Agent's resignation or removal hereunder 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 11 shall continue in effect for the its benefit of such retiring 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. 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 Agent gives Administrative 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 Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bankAdministrative Agent. Upon the acceptance of its such appointment as 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. The fees payable by the Borrower to a successor Agent shall be the same After any retiring Administrative Agent's resignation or removal hereunder as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the 66 provisions of this Article XI and Section 12.03 shall continue in effect for the its benefit of such retiring 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. 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 Banks and the Issuing BankLenders, appoint a successor Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bankAdministrative 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, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the 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. 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. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Agent’s resignation hereunder, the provisions of this Article XI and Section 12.03 shall continue in effect for the benefit of such retiring 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 Agent.obligations

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 LendersBanks. 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 Agent gives Administrative 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 Banks, after consultation with the Issuing BankCompany, appoint a successor Administrative Agent which that shall be a bank with which has an office in New York, New York, or an Affiliate York and 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. The fees payable by the Borrower to a successor Agent shall be the same After any retiring Administrative Agent's resignation or removal hereunder 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 10 shall continue in effect for the its benefit of such retiring 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. 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 Agent gives Administrative 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 Agent which Administrative 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. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Agent’s resignation hereunder, the provisions of this Article XI and Section 12.03 shall continue in effect for the benefit of such retiring 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 Agent.retiring

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 LendersBanks. 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 Agent gives Administrative 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 Agent which Administrative 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. The fees payable by the Borrower to a successor Agent shall be the same After any retiring Administrative Agent's resignation or removal hereunder 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 10 shall continue in effect for the its benefit of such retiring 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.