Common use of Successor Administrative Agent Clause in Contracts

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Majority Lenders, with any such resignation or removal to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 7.06. Upon any such resignation or removal, the Majority Lenders shall have the right to appoint a successor Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company reasonably acceptable to the Borrower organized under the laws of the United States or of any State thereof. If no successor Administrative Agent shall have been so appointed by the Majority Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company organized under the laws of the United States or any State thereof and reasonably acceptable to the Borrower. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor 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 under this Agreement. After any retiring Administrative Agent's resignation or removal hereunder as Administrative Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Successor Administrative Agent. The Administrative Agent may resign at any time time, effective upon the appointment and acceptance of a successor Administrative Agent as provided below, by giving at least five days’ written notice thereof to the Lenders each Purchaser Agent and the Borrower Sellers and may be removed at any time with or without cause by the Majority Lenders, with any such resignation or removal to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 7.06Purchaser Agents acting jointly. Upon any such resignation or removal, the Majority Lenders Purchaser Agents acting jointly shall have the right to appoint a successor Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company reasonably acceptable to the Borrower organized under the laws . Each of the United States Purchaser Agents agrees that it shall not unreasonably withhold or delay its approval of any State thereofthe appointment of a successor Administrative Agent. If no such successor Administrative Agent shall have been so appointed by the Majority Lendersappointed, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Administrative Agent's ’s giving of notice of resignation or the Majority Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the LendersSecured Parties, appoint a successor Administrative Agent, Agent which successor Administrative Agent shall be either (i) a Lender or shall be another commercial bank or trust company organized under the laws of the United States or of any State state thereof and reasonably acceptable to the Borrowerhave a combined capital and surplus of at least $50,000,000 or (ii) an Affiliate of such a bank. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor 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 under this Agreement. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article VII XII shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Successor Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time by giving written notice thereof to notifying the Lenders and the Borrower and may be removed at any time with or without cause by the Majority Lenders, with any such resignation or removal to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 7.06Borrower. Upon any such resignation or removalresignation, the Majority Required Lenders shall have the right right, in consultation with the Borrower, to appoint a successor Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company reasonably acceptable to the Borrower organized under the laws of the United States or of any State thereofsuccessor. If no successor Administrative Agent shall have been so appointed by the Majority Lenders, Required Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Administrative Agent's giving of Agent gives notice of resignation or the Majority Lenders' removal of the retiring Administrative Agentits resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, Agent which shall be a Lender bank with an office in New York, New York, or shall be another commercial bank or trust company organized under the laws an Affiliate of the United States or any State thereof and reasonably acceptable to the Borrowersuch bank. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Administrative Agentsuccessor, 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 under this Agreementhereunder. 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 any retiring the Administrative Agent's resignation or removal hereunder as Administrative Agenthereunder, the provisions of this Article VII and Section 9.03 shall inure to continue in effect for the benefit of such retiring Administrative Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was acting as Administrative Agent under this AgreementAgent.

Successor Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time by giving written notice thereof to notifying the Lenders Banks and the Borrower and may be removed at any time with or without cause by the Majority Lenders, with any such resignation or removal to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 7.06Applicant. Upon any such resignation or removalresignation, the Majority Lenders Required Banks shall have the right right, in consultation with the Applicant, to appoint a successor Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company reasonably acceptable to the Borrower organized under the laws of the United States or of any State thereofsuccessor. If no successor Administrative Agent shall have been so appointed by the Majority Lenders, Required Banks and shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Administrative Agent's giving of Agent gives notice of resignation or the Majority Lenders' removal of the retiring Administrative Agentits resignation, then the retiring Administrative Agent may, on behalf of the LendersBanks, appoint a successor Administrative Agent, Agent which shall be a Lender or shall be another commercial bank or trust company organized under the laws an Affiliate of the United States or any State thereof and reasonably acceptable to the Borrowersuch commercial bank. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Administrative Agentsuccessor, 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 under this Agreementhereunder. The fees payable by the Applicant to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Applicant and such successor. After any retiring the Administrative Agent's ’s resignation or removal hereunder as Administrative Agenthereunder, the provisions of this Article VII and Sections 8.3, 8.5 and 8.15 shall inure to continue in effect for the benefit of such retiring Administrative Agent, its benefit as to sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was acting as Administrative Agent under this AgreementAgent.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders Banks and the Borrower and may be removed at any time with or without cause by the Majority Lenders, with any such resignation or removal to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 7.06Borrower. Upon any such resignation or removalresignation, the Majority Lenders Borrower, with the consent of the Required Banks, (such consent not to be unreasonably withheld or delayed), shall have the right to appoint a successor Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company reasonably acceptable to the Borrower organized under the laws of the United States or of any State thereof. If no successor Administrative Agent shall have been so appointed by the Majority Lendersappointed, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of Agent gives notice of resignation or the Majority Lenders' removal of the retiring Administrative Agentresignation, then the retiring Administrative Agent may, on behalf of the LendersBanks, appoint a successor Administrative Agent, which shall be a Lender or shall be another commercial bank organized or trust company organized licensed under the laws of the United States of America or of any State thereof and reasonably acceptable to the Borrowerhaving a combined capital and surplus of at least $250,000,000. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreementhereunder; PROVIDED that if such successor Administrative Agent is appointed without the consent of the Borrower, such successor Administrative Agent may be replaced by the Borrower with the consent of the Required Banks. After any retiring Administrative Agent's resignation or removal hereunder as Administrative Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this AgreementAgent.

Successor Administrative Agent. The Administrative Agent may resign at any time time, effective upon the appointment and acceptance of a successor Administrative Agent as provided below, by giving at least five (5) days' written notice thereof to the Lenders each Lender and the Borrower and may be removed at any time with or without cause by the Majority Lenders, with any such resignation or removal to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 7.06Lenders acting jointly. Upon any such resignation or removal, the Majority Required Lenders shall have the right to appoint a successor Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company reasonably acceptable subject to the Borrower organized under the laws approval of the United States Borrower and the Originator (which approval shall not be (i) unreasonably withheld, conditioned or delayed or (ii) required at any time during the continuance of any State thereofan Event of Default or after the declaration or automatic occurrence of the Facility Maturity Date). Each Lender agrees that it shall not unreasonably withhold or delay its approval of the appointment of a successor Administrative Agent. If no such successor Administrative Agent shall have been so appointed by the Majority Lendersappointed, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Administrative Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the LendersSecured Parties, appoint a successor Administrative Agent, Agent which successor Administrative Agent shall be either (x) a Lender or shall be another commercial bank or trust company organized under the laws of the United States or of any State state thereof and reasonably acceptable to the Borrowerhave a combined capital and surplus of at least $50,000,000 or (y) an Affiliate of such a bank. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor 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 under this Agreement. After any retiring Administrative Agent's resignation or removal hereunder as Administrative Agent, the provisions of this Article VII IX shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Successor Administrative Agent. The Administrative Agent may resign at any time time, effective upon the appointment and acceptance of a successor Administrative Agent as provided below, by giving at least five days’ written notice thereof to the Lenders and the Borrower and each Lender Agent. The Administrative Agent may be removed at any time with or without cause by the Majority Lenders, with any such resignation or removal to become effective only upon Lender Agents and the appointment of a successor Administrative Agent pursuant to this Section 7.06Borrower acting jointly. Upon any such resignation or removal, the Majority Lenders Lender Agents acting jointly shall have the right to appoint a successor Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company reasonably acceptable to Agent with the Borrower organized under the laws consent of the United States Borrower. Each Lender Agent agrees that it shall not unreasonably withhold or delay its approval of any State thereofthe appointment of a successor Administrative Agent. If no such successor Administrative Agent shall have been so appointed by the Majority Lendersappointed, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's ’s giving of notice of resignation or the Majority Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the LendersSecured Parties, appoint a successor Administrative Agent, Agent which successor Administrative Agent shall be either (i) a Lender or shall be another commercial bank or trust company organized under the laws of the United States or of any State state thereof and reasonably acceptable to the Borrowerhave a combined capital and surplus of at least $50,000,000 or (ii) an Affiliate of such a bank. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor 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 under this Agreement. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article VII IX shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written as Administrative Agent upon thirty days’ notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Majority Lenders, with any such resignation or removal to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 7.06. Upon any such resignation or removal, the Majority Lenders shall have the right to appoint a successor Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company reasonably acceptable to the Borrower organized under the laws of the United States or of any State thereof. If no successor the Administrative Agent shall have been so appointed by resign as Administrative Agent under this Agreement and the Majority Lenders, and shall have accepted such appointment, within 30 days after other Loan Documents (or as Administrative Agent for the retiring Administrative Agent's giving of notice of resignation or Secured Parties under the Majority Lenders' removal of the retiring Administrative AgentSecurity Documents), then the retiring Administrative Agent may, on behalf of Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, appoint a which successor Administrative Agentagent, which shall be a Lender or shall be another commercial bank or trust company organized under with the laws consent of the United States Borrower (such consent not to be unreasonably withheld or any State thereof and reasonably acceptable to the Borrower. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agentdelayed), such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Administrative Agent hereunder and or thereunder, as applicable. Effective upon such appointment and approval, the term “Administrative Agent” shall mean such successor agent, and the retiring former Administrative Agent’s rights, powers and duties as Administrative Agent shall be discharged from its duties and obligations under terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement, any holders of the Loans or any Secured Party. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article VII IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this AgreementAgreement and the other Loan Documents. The Administrative Agent may be removed at any time with or without cause by the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of the Administrative Agent), provided that on the effectiveness of such removal the Secured Obligations owing to such Administrative Agent as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removed, the procedures set forth in this Section 9.09 shall apply in appointing a successor Administrative Agent.

Successor Administrative Agent. The Each Administrative Agent may resign at any time by giving written as an Administrative Agent and as a collateral agent under the Pledge Agreements, upon not less than 20 Business Days’ notice thereof to the Lenders and the Borrower and Borrowers. Each Administrative Agent may be removed at any time with or without as an Administrative Agent for cause by upon not less than 20 Business Days’ notice to such Administrative Agent and the Majority Borrowers from the Required Lenders, with any such resignation or removal to become effective only upon . The Required Lenders shall appoint from among the appointment of Lenders a successor Administrative Agent pursuant to this Section 7.06. Upon for the Lenders for any such resignation resigning or removal, the Majority Lenders shall have the right to appoint a successor removed Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company reasonably acceptable subject to the Borrower organized under the laws of the United States or of any State thereof. If no successor Administrative Agent shall have been so appointed prior approval by the Majority LendersBorrowers if no Default under section 12.1(a) or Event of Default has occurred and is continuing (such approval not to be unreasonably withheld or delayed), and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company organized under the laws of the United States or any State thereof and reasonably acceptable to the Borrower. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, whereupon such successor Administrative Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring resigning or removed Administrative Agent, and the retiring term “Administrative Agents” and “Domestic Administrative Agent” or “Canadian Administrative Agent”, as the case may be, shall include such successor agent effective upon its appointment, and the resigning or removed Administrative Agent’s rights, powers and duties as an Administrative Agent shall be discharged from its duties and obligations under terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement. After any retiring the resigning or removed Administrative Agent's ’s resignation or removal hereunder as an Administrative Agent, the provisions of this Article VII section 13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent under this Agreement.

Successor Administrative Agent. The Administrative Agent may resign at any time time, effective upon the appointment and acceptance of a successor Administrative Agent as provided below, by giving at least five days’ written notice thereof to each Purchaser Agent, the Lenders Swingline Purchaser and the Borrower Seller and may be removed at any time with or without cause by the Majority Lenders, with any such resignation or removal to become effective only upon Purchaser Agents and the appointment of a successor Administrative Agent pursuant to this Section 7.06Swingline Purchaser acting jointly. Upon any such resignation or removal, the Majority Lenders Purchaser Agents acting jointly shall have the right to appoint a successor Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company reasonably acceptable to the Borrower organized under the laws . Each of the United States Purchaser Agents agrees that it shall not unreasonably withhold or delay its approval of any State thereofthe appointment of a successor Administrative Agent. If no such successor Administrative Agent shall have been so appointed by the Majority Lendersappointed, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Administrative Agent's ’s giving of notice of resignation or the Majority Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the LendersSecured Parties, appoint a successor Administrative Agent, Agent which successor Administrative Agent shall be either (i) a Lender or shall be another commercial bank or trust company organized under the laws of the United States or of any State state thereof and reasonably acceptable to the Borrowerhave a combined capital and surplus of at least $50,000,000 or (ii) an Affiliate of such a bank. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor 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 under this Agreement. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article VII XII shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Successor Administrative Agent. The Administrative Agent may resign at any time time, effective upon the appointment and acceptance of a successor Administrative Agent as provided below, by giving at least five (5) days written notice thereof to the Lenders each Lender and the Borrower and may be removed at any time with or without cause by the Majority Lenders, with any such resignation or removal to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 7.06Lenders acting jointly. Upon any such resignation or removal, the Majority Required Lenders shall have the right to appoint a successor Administrative Agent. Each Lender agrees that it shall not unreasonably withhold or delay its approval of the appointment of a successor Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company reasonably acceptable subject to the Borrower organized under the laws approval of the United States Borrower and each Transferor (which approval shall not be (i) unreasonably withheld, conditioned or delayed or (ii) required at any time during the continuance of any State thereofan Event of Default or after the declaration or automatic occurrence of the Facility Maturity Date). If no such successor Administrative Agent shall have been so appointed by the Majority Lendersappointed, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's ’s giving of notice of resignation or the Majority Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the LendersSecured Parties, appoint a successor Administrative Agent, Agent which successor Administrative Agent shall be either (i) a Lender or shall be another commercial bank or trust company organized under the laws of the United States or of any State state thereof and reasonably acceptable to the Borrowerhave a combined capital and surplus of at least $50,000,000 or (ii) an Investment Affiliate of such a bank. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor 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 under this Agreement. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article VII IX shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving written notice thereof to the Lenders Banks and the Borrower and may be removed at any time with or without cause by the Majority Lenders, with any such resignation or removal to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 7.06Borrowers. Upon any such resignation or removalresignation, the Majority Lenders Required Banks shall have the right to appoint a successor Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company Agent reasonably acceptable satisfactory to the Borrower organized under the laws of the United States or of any State thereofBorrowers. If no successor Administrative Agent shall have been so appointed by the Majority LendersRequired Banks, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of Agent gives notice of resignation (or such earlier day as shall be agreed by the Majority Lenders' removal of Required Banks) (the retiring Administrative Agent“Resignation Effective Date”), then the retiring Administrative Agent may, on behalf of the Lenders, may (but shall not be obligated to) appoint a successor Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company organized under the laws of with an office in the United States States, or an Affiliate of any State thereof and reasonably acceptable to such bank with an office in the BorrowerUnited States. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreementhereunder. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under this AgreementAgent.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written as Administrative Agent upon 30 days' prior notice thereof to the Lenders and the Borrower and may the Lenders. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the Notes, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall be removed at any time with or without cause approved by the Majority LendersBorrower, with any so long as no Default or Event of Default has occurred and is continuing, whereupon such resignation or removal successor agent shall succeed to become effective only upon the appointment rights, powers and duties of a successor Administrative Agent pursuant to this Section 7.06. Upon any such resignation or removal, the Majority Lenders shall have the right to appoint a successor Administrative Agent, which and the term "Administrative Agent" shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent's rights, powers and duties as Administrative Agent shall be a Lender terminated, without any other or shall be another commercial bank further act or trust company reasonably acceptable to deed on the Borrower organized under the laws part of such former Administrative Agent or any of the United States parties to this Agreement or any holders of any State thereofthe Notes. If no successor Administrative Agent shall have been so appointed by the Majority Lenders, and shall have has accepted such appointment, appointment as Administrative Agent within 30 sixty (60) days after the retiring Administrative Agent's giving of notice of resignation or the Majority Lenders' removal of resignation, the retiring Administrative Agent, then 's resignation shall nevertheless become effective and the retiring Lenders shall perform all duties of the Administrative Agent mayhereunder until such time, on behalf of if any, as the Lenders, Required Lenders appoint a successor Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company organized under the laws of the United States or any State thereof and reasonably acceptable to the Borrower. Upon the acceptance of any appointment Agent as Administrative Agent hereunder by a successor 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 under this Agreementprovided for above. After any retiring Administrative Agent's resignation or removal hereunder as Administrative Agent, the provisions of this Article VII Section 8.9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written as Administrative Agent upon 10 days’ notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by Borrower. If the Majority Lenders, with any such resignation or removal to become effective only upon the appointment of a successor Administrative Agent pursuant shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Borrower shall have the right, subject to this the reasonable consent of the Required Lenders (so long as no Event of Default under Section 7.06. Upon any such resignation 7.01(b), (c), (h) or removal(i) shall have occurred and be continuing, in which case the Majority Required Lenders shall have the right right), to appoint a successor Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company reasonably acceptable to the Borrower organized under the laws of with an office in the United States States, or an Affiliate of any State thereof. If no successor Administrative Agent shall have been so appointed by the Majority Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company organized under the laws of with an office in the United States or any State thereof and reasonably acceptable to the Borrower. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative AgentStates, whereupon such successor Administrative Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Administrative Agent, and the retiring term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be discharged from its terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties and obligations under this Agreementof the Administrative Agent hereunder until such time, if any, as the Borrower (or the Required Xxxxxxx) appoint a successor agent as provided for above. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article VII Section 8.09 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this AgreementAgreement and the other Loan Documents.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower LiventArcadium and may be removed at any time with or without cause by the Majority Required Lenders, with any such resignation or removal to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 7.06. Upon any such resignation or removal, the Majority Required Lenders shall have the right to appoint a successor Administrative AgentAgent with the consent of each Borrower, which consent shall not be a Lender or shall be another commercial bank or trust company reasonably acceptable to the Borrower organized under the laws of the United States or of any State thereofunreasonably withheld. If no successor Administrative Agent shall have been so appointed by the Majority Required Lenders, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Administrative Agent's ’s giving of notice of resignation or the Majority Lenders' Required Xxxxxxx’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, Lenders appoint a successor Administrative Agent, which shall be an Eligible Assignee and a Lender or shall be another commercial bank or trust company organized under the laws of the United States of America or of any State thereof and reasonably acceptable to the Borrowerhaving a combined capital and surplus of at least $50 million. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor 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 113 from its duties and obligations under this Agreement. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article VII VIII (The Administrative Agent) shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon at any time by giving written least 30 days' prior notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Majority LendersBorrowers, with any such resignation or removal to become be effective only upon the appointment acceptance of a successor administrative agent to its appointment as Administrative Agent. In the event the Bank sells all of its Revolving Credit Commitment and Revolving Loans as part of a sale, transfer or other disposition by the Bank of substantially all of its loan portfolio, the Bank shall resign as Administrative Agent pursuant and such purchaser or transferee shall become the successor Administrative Agent hereunder. Subject to the foregoing, if the Administrative Agent resigns under this Section 7.06. Upon any such resignation or removalAgreement, the Majority Lenders shall have appoint from among the right to appoint Lenders a successor Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company reasonably acceptable to administrative agent for the Borrower organized under the laws of the United States or of any State thereofLenders. If no successor Administrative Agent shall have been so administrative agent is appointed by prior to the Majority Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of notice of resignation or the Majority Lenders' removal effective date of the retiring resignation of the Administrative Agent, then the retiring Administrative Agent maymay appoint, on behalf of after consulting with the Lenders and the Borrowers, a successor administrative agent from among the Lenders, appoint a successor Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company organized under the laws of the United States or any State thereof and reasonably acceptable to the Borrower. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Administrative Agentadministrative agent hereunder, such successor Administrative Agent administrative agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Administrative Agent and the term "Administrative Agent, " shall mean such successor administrative agent and the retiring Administrative Agent's appointment, powers and duties as Administrative Agent shall be discharged from its duties and obligations under this Agreementterminated. After any retiring Administrative Agent's resignation or removal hereunder as Administrative Agent, the provisions of this Article VII 12 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving thirty days’ prior written notice thereof to the Lenders Banks and the Borrower Xerium, and Administrative Agent may be removed at any time with or without cause by the Majority Lenders, with any such resignation an instrument or removal concurrent instruments in writing delivered to become effective only upon the appointment of a successor Xerium and Administrative Agent pursuant to this Section 7.06and signed by Requisite Banks. Upon any such notice of resignation or any such removal, the Majority Lenders Requisite Banks shall have the right right, upon five Business Days’ notice to Xerium, to appoint a successor Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company reasonably acceptable to the Borrower organized under the laws of the United States or of any State thereof. If no successor Administrative Agent shall have been so appointed by the Majority Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company organized under the laws of the United States or any State thereof and reasonably acceptable to the Borrower. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent, Agent and the retiring or removed Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) execute and deliver to such successor Administrative Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent of the security interests created under the Collateral Documents, whereupon such retiring or removed Administrative Agent shall be discharged from its duties and obligations under this Agreementhereunder. After any retiring or removed Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article VII Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreementhereunder.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to notifying the Lenders and the Borrower and may be removed at any time with or without cause by the Majority Lenders, with any such resignation or removal to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 7.06Borrower. Upon any such resignation or removalresignation, the Majority Required Lenders with the consent of the Borrower (which shall not be unreasonably withheld or delayed) shall have the right to appoint a successor Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company reasonably acceptable to the Borrower organized under the laws of the United States or of any State thereofsuccessor. If no successor Administrative Agent shall have been so appointed by the Majority Lenders, Required Lenders and shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Administrative Agent's giving of Agent gives notice of resignation or the Majority Lenders' removal of the retiring Administrative Agentits resignation, then the retiring Administrative Agent’s resignation shall nonetheless become effective and (1) the retiring Administrative Agent may, on behalf shall be discharged from its duties and obligations hereunder and (2) the Required Lenders shall perform the duties of the LendersAdministrative Agent (and all payments and communications provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly) until such time as the Required Lenders appoint a successor Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company organized under the laws of the United States or any State thereof and reasonably acceptable to the Borroweragent as provided for above in this paragraph. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Administrative Agentsuccessor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, Agent and the retiring Administrative Agent shall be discharged from its duties and obligations under hereunder (if not already discharged therefrom as provided above in this Agreementparagraph). 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 any retiring the Administrative Agent's ’s resignation or removal hereunder as Administrative Agenthereunder, the provisions of this Article VII and Section 9.03 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as Administrative Agent under this AgreementAgent.

Successor Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent as provided below, the Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without for cause by the Majority Required Lenders, with any such resignation or removal to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 7.06. Upon any such resignation or removal, the Majority Required Lenders shall have the right to appoint a successor Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company reasonably acceptable to the Borrower organized under the laws of the United States or of any State thereof. If no successor Administrative Agent shall have been so appointed by the Majority Required Lenders, and shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Administrative Agent's giving of notice of resignation or the Majority Required Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, Agent which shall be a any Lender or shall be another a commercial bank or trust company organized under the laws of the United States of America or any State political subdivision thereof which has combined capital and reasonably acceptable to the Borrowerreserves in excess of $250,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, duties, and duties obligations of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreementhereunder. After any retiring Administrative Agent's resignation or removal hereunder as Administrative Agent, the provisions of this Article VII Section 9.13 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent under this AgreementAgent.

Successor Administrative Agent. The Administrative Agent may resign at any time time, effective upon the appointment and acceptance of a successor Administrative Agent as provided below, by giving at least five days’ written notice thereof to the Lenders each Lender and the Borrower and may be removed at any time with or without cause by the Majority Lenders, with any such resignation or removal to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 7.06Lenders acting jointly. Upon any such resignation or removal, the Majority Lenders acting jointly shall have the right to appoint a successor Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company Agent reasonably acceptable to the Borrower organized under the laws Borrower. Each Lender agrees that it shall not unreasonably withhold or delay its approval of the United States or appointment of any State thereofa successor Administrative Agent. If no such successor Administrative Agent shall have been so appointed by the Majority Lendersappointed, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's ’s giving of notice of resignation or the Majority Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the LendersSecured Parties, appoint a successor Administrative Agent, Agent which successor Administrative Agent shall be either (i) a Lender or shall be another commercial bank or trust company other financial institution organized under the laws of the United States or of any State state thereof and reasonably acceptable to the Borrowerhave a combined capital and surplus of at least $50,000,000 or (ii) an Affiliate of such a bank or financial institution. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor 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 under this Agreement. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article VII XII shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Majority Lenders, with any such resignation or removal to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 7.06Company. Upon any such resignation or removalresignation, the Majority Required Lenders shall have the right to appoint appoint, on behalf of the Borrowers and the Lenders, a successor Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company reasonably acceptable to the Borrower organized under the laws of the United States or of any State thereof. If no successor Administrative Agent shall have been so appointed by the Majority Lenders, Required Lenders and shall have accepted such appointment, appointment within 30 thirty days after the retiring Administrative Agent's ’s giving of notice of resignation or the Majority Lenders' removal of the retiring Administrative Agentresignation, then the retiring Administrative Agent maymay appoint, on behalf of the Borrowers and the Lenders, appoint a successor Administrative Agent. Notwithstanding anything herein to the contrary, so long as no Default has occurred and is continuing, each such successor Administrative Agent shall be subject to approval by the Company, which approval shall not be unreasonably withheld or delayed. Such successor Administrative Agent shall be a Lender or shall be another commercial bank or trust company organized under the laws having capital and retained earnings of the United States or any State thereof and reasonably acceptable to the Borrowerat least $500,000,000. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under this Agreementthe other Loan Documents. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article VII XII shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent hereunder and under this Agreement.the other Loan Documents. 102

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written as Administrative Agent under the Loan Documents upon thirty (30) days’ notice thereof to the Lenders. If the Administrative Agent shall resign, then the Lenders and the Borrower Issuing Lender (other than the Lender resigning as Administrative Agent) shall (with, so long as there shall not exist and may be removed at any time with continuing an Event of Default, the consent of the Borrower, such consent not to be unreasonably withheld or without cause by delayed) appoint from among the Majority LendersLenders a successor agent or, with any such resignation or removal if the Lenders and the Issuing Lender are unable to become effective only upon agree on the appointment of a successor agent, the Administrative Agent pursuant to this Section 7.06. Upon any such resignation or removal, the Majority Lenders shall have the right to appoint a successor Administrative Agent, which shall be a agent for the Lenders and the Issuing Lender or shall be another commercial bank or trust company reasonably acceptable to the Borrower organized under the laws of the United States or of any State thereof. If no successor Administrative Agent shall have been so appointed by the Majority Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company organized under the laws of the United States or any State thereof and reasonably acceptable to the Borrower. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, whereupon such successor Administrative Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Administrative Agent, and the retiring term “Administrative Agent” shall mean such successor agent effective upon its appointment, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be discharged from its duties and obligations under terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this AgreementAgreement or any of the Loan Documents or successors thereto. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article VII the Loan Documents shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreementthe Loan Documents.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders Banks and the Borrower and may be removed at any time with or without cause by the Majority Lenders, with any such resignation or removal to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 7.06Banks. Upon any such resignation or removal, the Majority Lenders Banks shall have the right to appoint a successor Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company reasonably acceptable to Agent with the consent of the Borrower organized under (which consent shall not be required if at the laws time of such appointment any Event of Default or an event which with the United States passage of time or the giving of any State thereofnotice or both would become an Event of Default has occurred and is continuing). If no successor Administrative Agent shall have been so appointed by the Majority LendersBanks, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of notice of resignation or the Majority LendersBanks' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the LendersBanks, appoint a successor Administrative Agent, which shall be a Lender or shall be another commercial bank organized or trust company organized licensed under the laws of the United States of America or of any State state thereof and reasonably acceptable to the Borrowerhaving a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor 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 under this Agreement. After any retiring Administrative Agent's resignation or removal hereunder as Administrative Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Successor Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent as provided below, the Administrative Agent may resign at any time by giving 30 days’ prior written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by Borrower. If the Majority Administrative Agent shall resign as Administrative Agent under this Agreement, then the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, with any such resignation or removal to become effective only upon the appointment of a which successor Administrative Agent pursuant to this Section 7.06. Upon any such resignation or removal, the Majority Lenders shall have the right to appoint a successor Administrative Agent, which administrative agent shall be a Lender or shall be another commercial bank or trust company reasonably acceptable subject to the Borrower organized under the laws approval of the United States Borrower (which approval shall not be unreasonably withheld, conditioned or of any State thereofdelayed). If no successor Administrative Agent shall have been so appointed by the Majority Lenders, Required Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Administrative Agent's giving of Agent shall have given notice of resignation or the Majority Lenders' removal of the retiring Administrative Agentits resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative AgentAgent from among the Lenders, which successor administrative agent shall be a Lender or shall be another commercial bank or trust company organized under subject to the laws approval of the United States Borrower (which approval shall not be unreasonably withheld, conditioned or any State thereof and reasonably acceptable to the Borrowerdelayed). Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agentpermitted successor, such successor Administrative Agent administrative agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Administrative Agent, and the retiring term “Administrative Agent” shall mean such successor administrative agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be discharged from its duties and terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the obligations under this Agreementowing hereunder. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article VII Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving 30 days’ prior written notice thereof to the Lenders and the Borrower and may be removed at any time with Borrower, whether or without cause by the Majority Lenders, with any such resignation or removal to become effective only upon the appointment of not a successor Administrative Agent pursuant to this Section 7.06has been appointed. Upon any such resignation or removalresignation, the Majority Required Lenders shall have the right right, subject to the approval (not to be unreasonably withheld, delayed or conditioned) of the Borrower (unless an Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing) to appoint a successor Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company reasonably acceptable to the Borrower organized under the laws of the United States or of any State thereof. If no successor Administrative Agent shall have been so appointed by the Majority Lendersappointed, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's ’s giving of notice of resignation or the Majority Lenders' removal of the retiring Administrative Agentresignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a Lender bank with an office in New York, New York or an Affiliate of any such bank. In either case, such appointment shall be another commercial bank or trust company organized under subject to the laws prior written approval of the United States or any State thereof Borrower (which approval may not be unreasonably withheld and reasonably acceptable to the Borrowershall not be required while an Event of Default has occurred and is continuing). Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to to, and become vested with with, all the rights, powers, privileges and duties of the retiring Administrative Agent. Upon the acceptance of appointment as Administrative Agent by a successor Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this AgreementAgreement and the other Loan Documents. After Prior to any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article VII retiring Administrative Agent shall inure take such action as may be reasonably necessary to assign to the successor Administrative Agent its benefit rights as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreementthe Loan Documents.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Majority Lenders, with any such resignation or removal to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 7.06Borrowers. Upon any such resignation or removalresignation, the Majority Required Lenders shall have the right to appoint a successor Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company reasonably acceptable to the Borrower organized under the laws of the United States or of any State thereof. If no successor Administrative Agent shall have been so appointed by the Majority Required Lenders, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Administrative Agent's ’s giving of notice of resignation or the Majority Lenders' removal of the retiring Administrative Agentresignation, then the retiring Administrative Agent may, on behalf of the LendersLenders and Issuing Banks, appoint a successor Administrative Agent, which shall be a any Lender or shall be another a commercial bank or trust company organized under the laws other financial institution and having a combined capital and reserves in excess of the United States or any State thereof and reasonably acceptable to the BorrowerU.S. $500,000,000. Upon The resignation of such retiring Administrative Agent shall be effective only upon (i) the acceptance of any appointment as an Administrative Agent hereunder by a successor Administrative Agent, and (ii) the execution of all documents and taking of all other actions reasonably necessary in the opinion of the successor Administrative Agent, in connection with such substitution. Upon such effectiveness pursuant to the foregoing clauses (i) and (ii), such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreementthe Loan Documents. After any retiring Administrative Agent's ’s resignation or removal hereunder as an Administrative Agent, the provisions of this Article VII 8 and Section 9.4 shall inure to continue in effect for the benefit of such retiring Administrative Agent, its benefit as to agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was the retiring Administrative Agent under this Agreementwas acting as Administrative Agent.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Majority Lenders, with any such resignation or removal to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 7.06Company. Upon any such resignation or removalresignation, the Majority Required Lenders shall have the right to appoint appoint, on behalf of the Borrowers and the Lenders, a successor Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company reasonably acceptable to the Borrower organized under the laws of the United States or of any State thereof. If no successor Administrative Agent shall have been so appointed by the Majority Lenders, Required Lenders and shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Administrative Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Administrative Agentresignation, then the retiring Administrative Agent maymay appoint, on behalf of the Borrowers and the Lenders, appoint a successor Administrative Agent. Notwithstanding anything herein to the contrary, so long as no Default has occurred and is continuing, each such successor Administrative Agent shall be subject to approval by the Company, which approval shall not be unreasonably withheld or delayed. Such successor Administrative Agent shall be a Lender or shall be another commercial bank or trust company organized under the laws having capital and retained earnings of the United States or any State thereof and reasonably acceptable to the Borrowerat least $500,000,000. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under this Agreementthe other Loan Documents. After any retiring Administrative Agent's resignation or removal hereunder as Administrative Agent, the provisions of this Article VII XI shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent hereunder and under this Agreementthe other Loan Documents.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Majority Required Lenders, with any such resignation or removal to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 7.06. Upon any such resignation or removal, the Majority Required Lenders shall have the right to appoint a successor Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company reasonably acceptable to with the consent of the Borrower organized under the laws (which consent shall not be unreasonably withheld or delayed) if no Event of the United States or of any State thereofDefault has occurred and is continuing. If no successor Administrative Agent shall have been so appointed by the Majority Required Lenders, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Administrative Agent's ’s giving of notice of resignation or the Majority Required Lenders' ’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company organized under the laws of the United States of America or of any State thereof and reasonably acceptable to the Borrowerhaving a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative AgentAgent and the execution and delivery by Borrower and the successor Administrative Agent of an agreement relating to the annual administration fees to be paid to the successor Administrative Agent in connection with its acting as Administrative Agent hereunder, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written as Administrative Agent upon 30 days’ notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Majority LendersHolders, with any such which resignation or removal to shall become effective only upon once the appointment of a successor Administrative Agent pursuant succeeds to the rights, duties and obligations of the Administrative Agent hereunder. If the Administrative Agent resigns or removed under this Section 7.06. Upon any such resignation or removalAgreement, the Majority Lenders Required Holders shall have appoint from among the right to appoint Holders a successor Administrative Agentadministrative agent for the Holders, which shall be a Lender or shall be another commercial bank or trust company reasonably acceptable to with the Borrower organized under the laws approval of the United States Company at all times other than during the existence of a Default or an Event of any State thereofDefault (which approval of the Company shall not be unreasonably withheld or delayed). If no successor Administrative Agent shall have been so administrative agent is appointed by prior to the Majority Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of notice of resignation or the Majority Lenders' removal effective date of the retiring resignation of the Administrative Agent, then the retiring Administrative Agent maymay appoint, on behalf of after consulting with the LendersHolders and the Company, appoint a successor Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company organized under administrative agent from among the laws of the United States or any State thereof and reasonably acceptable to the BorrowerHolders. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Administrative Agentadministrative agent hereunder, the Person acting as such successor Administrative Agent administrative agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Administrative Agent and the term “Administrative Agent, ” means such successor administrative agent and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be discharged from its duties and obligations under this Agreementterminated. After any retiring Administrative Agent's ’s resignation or removal hereunder as the Administrative Agent, the provisions of this Article VII XI and Sections 12.04 and 12.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under this Agreement.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders Banks and the Borrower and may be removed at any time with or without cause by the Majority Lenders, with any Required Lenders upon receipt of written notice from the Required Lenders to such resignation or removal to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 7.06effect. Upon receipt of notice of any such resignation or removal, the Majority Required Lenders shall have the right to appoint a successor Administrative Agent, Agent which successor Administrative Agent shall be a Lender or shall be another commercial bank or trust company reasonably acceptable to the Borrower, unless an Event of Default then exists, in which event the Borrower organized under the laws of the United States or of any State thereofshall have no such approval right. If no successor Administrative Agent shall have been so appointed by the Majority Lendersappointed, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's ’s giving of notice of resignation or the Majority Required Lenders' ’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the LendersBanks and the Borrower, appoint a successor Administrative AgentAgent acceptable to the Borrower, which shall be a Lender or shall be another commercial bank or trust company organized under meeting the laws financial requirements of the United States or any State thereof and reasonably acceptable to the Borroweran Eligible Assignee. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor 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 under this AgreementAgreement and the other Credit Documents. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article VII X shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Administrative Agent under this AgreementAgreement and the other Credit Documents.

Successor Administrative Agent. The Administrative Agent may resign at any time as the Administrative Agent under this Agreement by giving 30 days' prior written notice thereof to the Lenders Banks and the Borrower and may be removed at any time with or without cause by the Majority Lenders, with any such resignation or removal to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 7.06Borrower. Upon any such resignation or removalresignation, the Majority Lenders Banks shall have the right to appoint a successor Administrative Agent, Agent thereunder (which successor Administrative Agent shall be a Lender or shall be another commercial bank or trust company reasonably acceptable to the Borrower organized under the laws of the United States or of any State thereofBorrower). If no successor Administrative Agent shall have been so appointed by the Majority LendersBanks, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Administrative Agentresignation, then the retiring Administrative Agent may, on behalf of the LendersBanks, appoint a successor Administrative Agent, which shall (a) be either (i) a Lender or shall be another commercial bank or trust company organized under the laws of the United States of America or any State of a state thereof or (ii) an office of a commercial bank organized under the laws of a jurisdiction outside of the United States which is located within the United States and is regulated by the bank regulatory authorities of the United States or of a state thereof and reasonably acceptable to (b) have a combined capital and surplus of at least $500,000,000. Unless and until a successor Administrative Agent shall have been appointed as above provided, the Borrowerretiring Administrative Agent shall serve as a caretaker Administrative Agent unless dismissed by the Majority Banks. Upon the acceptance of any appointment as the Administrative Agent hereunder under this Agreement by a successor 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 all duties and obligations of the Administrative Agent arising thereafter under this Agreement. After any retiring Administrative Agent's resignation or removal hereunder as the Administrative AgentAgent under this Agreement, the provisions of this Article VII 12 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under this Agreementhereunder.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to all the Lenders Banks, the Borrower, and the Borrower and may be removed at any time with or without cause by the Majority Lenders, with any such resignation or removal to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 7.06Company. Upon any such resignation, Fleet Bank shall have the right to become the successor Administrative Agent. If, however, within ten (10) days upon receiving notice of the Administrative Agent's resignation or removalFleet Bank does not accept the position as successor Administrative Agent by giving written notice thereof to all the Banks, the Borrower, and the Company, then the Majority Lenders Banks shall have the right to appoint a successor Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company reasonably acceptable to the Borrower organized under the laws of the United States or of any State thereofAgent other than Fleet Bank. If no successor Administrative Agent shall have been so appointed by the Majority Lenders, Banks and shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Administrative Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Administrative Agentresignation, then the retiring Administrative Agent may, on behalf of all the LendersBanks, appoint a successor Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company organized under the laws of the United States or any State thereof and reasonably acceptable to the Borrower. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, duties and duties obligations of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations thereafter under this Agreement. Administrative Agent shall continue to perform its duties hereunder until a successor Administrative Agent shall have been appointed and accepts such appointment in writing. After any retiring Administrative Agent's resignation or removal hereunder as Administrative Agentresignation, the provisions of this Article VII VIII, including, without limitation, the indemnity provisions of Section 8.7 hereof, shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Successor Administrative Agent. The Administrative Agent may resign at any time time, effective upon the appointment and acceptance of a successor Administrative Agent as provided below, by giving at least ten (10) days’ written notice thereof to each Lender and the Borrower. Upon any such resignation, the Lenders and acting jointly shall appoint a successor Administrative Agent with the consent of the Borrower, such consent not to be unreasonably withheld. Each of the Borrower and may be removed at any time with each Lender agree that it shall not unreasonably withhold or without cause by the Majority Lenders, with any such resignation or removal to become effective only upon delay its approval of the appointment of a successor Administrative Agent pursuant to this Section 7.06. Upon any such resignation or removal, the Majority Lenders shall have the right to appoint a successor Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company reasonably acceptable to the Borrower organized under the laws of the United States or of any State thereof. If no such successor Administrative Agent shall have been so appointed by the Majority Lendersappointed, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Administrative Agent's ’s giving of notice of resignation or the Majority Lenders' removal of the retiring Administrative Agentresignation, then the retiring Administrative Agent may, on behalf of the LendersSecured Parties, appoint a successor Administrative Agent, Agent which successor Administrative Agent shall be either (i) a Lender or shall be another commercial bank or trust company organized under the laws of the United States or of any State state thereof and reasonably acceptable to the Borrowerhave a combined capital and surplus of at least $5,000,000, (ii) a Lender or (iii) an Affiliate of such a bank or a Lender. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor 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 under this Agreement. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article VII XI shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Successor Administrative Agent. The Administrative Agent may resign at any time time, effective upon the appointment and acceptance of a successor Administrative Agent as provided below, by giving at least five (5) days’ written notice thereof to the Lenders each Lender and the Borrower Borrowers and may be removed at any time with or without cause by the Majority Lenders, with any such resignation or removal to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 7.06Lenders acting jointly. Upon any such resignation or removal, the Majority Lenders acting jointly shall have the right to appoint a successor Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company Agent reasonably acceptable to the Borrower organized under the laws Borrowers. Each Lender agrees that it shall not unreasonably withhold or delay its approval of the United States or appointment of any State thereofa successor Administrative Agent. If no such successor Administrative Agent shall have been so appointed by the Majority Lendersappointed, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's ’s giving of notice of resignation or the Majority Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the LendersSecured Parties, appoint a successor Administrative Agent, Agent which successor Administrative Agent shall be either (i) a Lender or shall be another commercial bank or trust company other financial institution organized under the laws of the United States or of any State state thereof and reasonably acceptable to the Borrowerhave a combined capital and surplus of at least $50,000,000 or (ii) an Affiliate of such a bank or financial institution. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor 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 under this Agreement. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article VII XII shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Successor Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Majority Lenders, with any such resignation or removal to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 7.06Company. Upon any such resignation or removalresignation, the Majority Required Lenders shall have the right right, with the consent of the Company so long as no payment or bankruptcy Event of Default exists, to appoint a successor Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company reasonably acceptable to the Borrower organized under the laws of the United States or of any State thereof. If no successor Administrative Agent shall have been so appointed by the Majority Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of Agent gives notice of resignation or the Majority Lenders' removal of the retiring Administrative Agentresignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a Lender or shall be another commercial bank organized or trust company organized licensed under the laws of the United States of America or of any State thereof and reasonably acceptable to the Borrowerhaving a combined capital and surplus of at least $50,000,000. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreementhereunder. The fees payable by the Company to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this AgreementAgent.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving not less than 60 days’ prior written notice thereof to the Lenders Issuer, the Servicer and the Borrower Indenture Trustee and may be removed at any time with or without cause by the Majority Lenders, with any such resignation or removal to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 7.06Global Requisite Majority. Upon any such resignation or removal, the Global Requisite Majority Lenders shall have the right to appoint a successor Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company reasonably acceptable to the Borrower organized under the laws of the United States or of any State thereof. If no successor Administrative Agent shall have been so appointed by the Majority LendersGlobal Requisite Majority, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Administrative Agent's ’s giving of notice of resignation or the Majority Lenders' Global Requisite Majority’s removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf may petition a court of the Lenders, competent jurisdiction to appoint a successor Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company organized under the laws of the United States or any State thereof and reasonably acceptable to the Borrower. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor 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 under this AgreementIndenture and the other Relevant Documents. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article VII XIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this AgreementIndenture. After the retiring Administrative Agent’s resignation hereunder as Administrative Agent (in accordance with the terms of this Indenture), the provisions of this Indenture shall inure to its benefit and be binding upon it as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Indenture.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving five (5) days' prior written notice thereof to each of the Lenders Purchaser Agents and the Borrower Transferor, such resignation to be effective when the Administrative Agent is discharged from its duties and obligations as set forth below, and may be removed at any time with or without cause by the Majority Lenders, with any such resignation or removal to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 7.06Purchaser Agents. Upon any such resignation or removal, the Majority Lenders Purchaser Agents shall have the right to appoint a successor Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company reasonably acceptable to the Borrower organized under the laws . Each of the United States Purchaser Agents agrees that it shall not unreasonably withhold or delay its approval of any State thereofthe appointment of a successor Administrative Agent. If no such successor Administrative Agent shall have been so appointed by the Majority Lendersappointed, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the LendersPurchaser Agents, appoint a successor Administrative Agent, Agent which successor Administrative Agent shall be either (i) a Lender or shall be another commercial bank or trust company organized under the laws of the United States or of any State state thereof and reasonably acceptable to the Borrowerhave a combined capital and surplus of at least $50,000,000 or (ii) an Affiliate of such a bank. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor 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 under this Agreement. After any retiring Administrative Agent's resignation or removal hereunder as Administrative Agent, the provisions of this Article VII IX shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Successor Administrative Agent. The (a) Subject to the appointment and acceptance of a successor Administrative Agent as provided below, the Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Majority Lenders, with any such resignation or removal to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 7.06Borrower. Upon any such resignation or removalresignation, the Majority Required Lenders shall have the right to appoint a successor Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company reasonably acceptable to Agent (with the Borrower organized under the laws consent of the United States or Administrative Borrower if no Event of any State thereofDefault then exists). If no successor Administrative Agent shall have been so appointed by the Majority Required Lenders, and shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Administrative Agent's ’s giving of notice of resignation or the Majority Lenders' removal of the retiring Administrative Agentresignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, Agent which shall be a any Lender or shall be another commercial bank or trust company a Person organized under the laws of the United States US, a State or any State political subdivision thereof which has combined capital and reasonably acceptable to the Borrowerreserves in excess of $250,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, duties, and duties obligations of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreementhereunder. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article VII 10 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent under this AgreementAgent.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving sixty days’ written notice thereof to the Lenders Purchasers, the Managing Agents, the Transferor, the Servicer and the Borrower and may be removed at any time with or without cause by the Majority Lenders, with any such resignation or removal to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 7.06Indenture Trustee. Upon any such resignation or removalresignation, the Majority Lenders Purchasers shall have the right to appoint a successor Administrative Agent, Agent approved by the Transferor (which shall approval will not be a Lender unreasonably withheld or shall be another commercial bank or trust company reasonably acceptable to the Borrower organized under the laws of the United States or of any State thereofdelayed). If no successor Administrative Agent shall have been so appointed by the Majority Lenders, and shall have accepted such appointment, within 30 sixty days after the retiring Administrative Agent's ’s giving of notice of resignation or the Majority Lenders' removal of the retiring Administrative Agentresignation, then the retiring Administrative Agent may, on behalf of the LendersPurchasers, appoint a successor Administrative Agent. If such successor Administrative Agent is not an Affiliate of the resigning Administrative Agent, which such successor Administrative Agent shall be a Lender or shall be another commercial bank or trust company organized under the laws of the United States or any State thereof and reasonably acceptable subject to the BorrowerTransferor’s prior written approval (which approval will not be unreasonably withheld or delayed). Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article VII X shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent under this Agreement.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Majority Lenderstime, with any such resignation or removal to become effective only upon the appointment and acceptance of a successor Administrative Agent pursuant as provided below, by giving at least five (5) days’ written notice thereof to this Section 7.06each Lender Agent and the Borrower. Upon any such resignation or removal, the Majority Required Lenders shall have (provided that no Termination Event has occurred and is continuing, subject to the right to consent of the Borrower) appoint a successor Administrative Agent, which . Each Lender Agent agrees that it shall be a Lender not unreasonably withhold or shall be another commercial bank or trust company reasonably acceptable to the Borrower organized under the laws delay its approval of the United States or appointment of any State thereofa successor Administrative Agent. If no such successor Administrative Agent shall have been so appointed by the Majority Lendersappointed, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Administrative Agent's ’s giving of notice of resignation or the Majority Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the LendersSecured Parties, appoint a successor Administrative Agent, Agent which successor Administrative Agent shall be either (i) a Lender or shall be another commercial bank or trust company organized under the laws of the United States or of any State state thereof and reasonably acceptable to the Borrowerhave a combined capital and surplus of at least $50,000,000 or (ii) an Affiliate of such a bank. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor 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 under this Agreement. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article VII XII shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Successor Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent as provided below, the Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Majority Lenders, with any such resignation or removal to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 7.06Borrower. Upon any such resignation or removalresignation, the Majority Required Lenders shall have the right to appoint a successor Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company reasonably acceptable to Agent (with the Borrower organized under the laws consent of the United States or Administrative Borrower if no Event of any State thereofDefault then exists). If no successor Administrative Agent shall have been so appointed by the Majority Required Lenders, and shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Administrative Agent's ’s giving of notice of resignation or the Majority Lenders' removal of the retiring Administrative Agentresignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, Agent which shall be a any Lender or shall be another commercial bank or trust company a Person organized under the laws of the United States US, a State or any State political subdivision thereof which has combined capital and reasonably acceptable to the Borrowerreserves in excess of $250,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, duties, and duties obligations of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreementhereunder. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article VII 10 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent under this AgreementAgent.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Majority Lenders, with any such resignation or removal to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 7.06Borrowers. Upon any such resignation or removalresignation, the Majority Required Lenders shall have the right to appoint appoint, on behalf of the Borrowers and the Lenders, a successor Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company reasonably acceptable to the Borrower organized under the laws of the United States or of any State thereof. If no successor Administrative Agent shall have been so appointed by the Majority Lenders, Required Lenders and shall have accepted such appointment, appointment within 30 thirty days after the retiring Administrative Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Administrative Agentresignation, then the retiring Administrative Agent maymay appoint, on behalf of the Borrowers and the Lenders, appoint a successor Administrative Agent. Notwithstanding anything herein to the contrary, so long as no Default has occurred and is continuing, each such successor Administrative Agent shall be subject to approval by Brightpoint, which approval shall not be unreasonably withheld. Such successor Administrative Agent shall be a Lender or shall be another commercial bank or trust company organized under the laws having capital and retained earnings of the United States or any State thereof and reasonably acceptable to the Borrowerat least $500,000,000. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under this Agreementthe other Loan Documents. After any retiring Administrative Agent's resignation or removal hereunder as Administrative Agent, the provisions of this Article VII XI shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent hereunder and under this Agreementthe other Loan Documents.

Successor Administrative Agent. The Administrative Agent may resign at any time time, effective upon the appointment and acceptance of a successor Administrative Agent as provided below, by giving at least five days’ written notice thereof to the Lenders each Lender Agent and the Borrower and may be removed at any time with or without cause by the Majority Lenders, with any such resignation or removal to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 7.06Lender Agents acting jointly. Upon any such resignation or removal, the Majority Lenders Lender Agents acting jointly shall have the right to appoint a successor Administrative Agent, which . Each Lender Agent agrees that it shall be a Lender not unreasonably withhold or shall be another commercial bank or trust company reasonably acceptable to the Borrower organized under the laws delay its approval of the United States or appointment of any State thereofa successor Administrative Agent. If no such successor Administrative Agent shall have been so appointed by the Majority Lendersappointed, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's ’s giving of notice of resignation or the Majority Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the LendersSecured Parties, appoint a successor Administrative Agent, Agent which successor Administrative Agent shall be either (i) a Lender or shall be another commercial bank or trust company organized under the laws of the United States or of any State state thereof and reasonably acceptable to the Borrowerhave a combined capital and surplus of at least $50,000,000 or (ii) an Affiliate of such a bank. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor 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 under this Agreement. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article VII XII shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving thirty (30) days' prior written notice thereof to the Lenders and the Borrower each Borrower, and Administrative Agent may be removed at any time with or without cause by the Majority Lenders, with any such resignation an instrument or removal concurrent instruments in writing delivered to become effective only upon the appointment of a successor each Borrower and Administrative Agent pursuant to this Section 7.06and signed by Requisite Lenders. Upon any such notice of resignation or any such removal, the Majority Requisite Lenders shall have the right right, upon five Business Days' notice to each Borrower, to appoint a successor Administrative Agent. Alternatively, which shall be a Lender or shall be another commercial bank or trust company reasonably acceptable to the Borrower organized under the laws of the United States or of any State thereof. If no successor if Administrative Agent shall have been so appointed by sells, assigns or transfers all or any part of its Loans pursuant to Section 10.6 hereof, Administrative Agent may appoint the Majority Lenderssubsequent holder, and shall have accepted assignee or transferee of such appointment, within 30 days after the retiring loans as Administrative Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company organized under the laws of the United States or any State thereof and reasonably acceptable to the Borrower. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent, Agent and the retiring or removed Administrative Agent shall be discharged from its duties and obligations under this Agreementhereunder. After any retiring or removed Administrative Agent's resignation or removal hereunder as Administrative Agent, the provisions of this Article VII Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreementhereunder.

Successor Administrative Agent. The Each Administrative Agent may resign at any time by giving written as an Administrative Agent and as a collateral agent under the Pledge Agreements, upon not less than 20 Business Days’ notice thereof to the Lenders and the Borrower and Borrowers. Each Administrative Agent may be removed at any time with or without as an Administrative Agent for cause by upon not less than 20 Business Days’ notice to such Administrative Agent and the Majority Borrowers from the Required Lenders, with any such resignation or removal to become effective only upon . The Required Lenders shall appoint from among the appointment of Lenders a successor Administrative Agent pursuant to this Section 7.06. Upon for the Lenders for any such resignation resigning or removal, the Majority Lenders shall have the right to appoint a successor removed Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company reasonably acceptable subject to the Borrower organized under the laws of the United States or of any State thereof. If no successor Administrative Agent shall have been so appointed prior approval by the Majority LendersBorrowers if no Default under section 10.1(a) or Event of Default has occurred and is continuing (such approval not to be unreasonably withheld or delayed), and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company organized under the laws of the United States or any State thereof and reasonably acceptable to the Borrower. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, whereupon such successor Administrative Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring resigning or removed Administrative Agent, and the retiring term “Administrative Agents” and “Domestic Administrative Agent” or “Canadian Administrative Agent”, as the case may be, shall include such successor agent effective upon its appointment, and the resigning or removed Administrative Agent’s rights, powers and duties as an Administrative Agent shall be discharged from its duties and obligations under 108 terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement. After any retiring the resigning or removed Administrative Agent's ’s resignation or removal hereunder as an Administrative Agent, the provisions of this Article VII section 11 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent under this Agreement.

Successor Administrative Agent. The Administrative Agent may resign at any time time, effective upon the appointment and acceptance of a successor Administrative Agent as provided below, by giving at least five days’ written notice thereof to the Lenders each Purchaser Agent and the Borrower and may be removed at any time with or without cause by the Majority Lenders, with any such resignation or removal to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 7.06Purchaser Agents acting jointly. Upon any such resignation or removal, the Majority Lenders Purchaser Agents acting jointly shall have the right to appoint a successor Administrative Agent, which . Each Purchaser Agent agrees that it shall be a Lender not unreasonably withhold or shall be another commercial bank or trust company reasonably acceptable to the Borrower organized under the laws delay its approval of the United States or appointment of any State thereofa successor Administrative Agent. If no such successor Administrative Agent shall have been so appointed by the Majority Lendersappointed, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's ’s giving of notice of resignation or the Majority Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent Trustee may, on behalf of the LendersSecured Parties, appoint a successor Administrative Agent, Agent which successor Administrative Agent shall be either (i) a Lender or shall be another commercial bank or trust company organized under the laws of the United States or of any State state thereof and reasonably acceptable to the Borrowerhave a combined capital and surplus of at least $50,000,000 or (ii) an Affiliate of such a bank. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor 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 under this Agreement. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article VII XII shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Successor Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, Administrative Agent may resign at any time by giving written notice thereof to notifying the Lenders and the Borrower and may be removed at any time with or without cause by the Majority Lenders, with any such resignation or removal to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 7.06Issuing Bank and Borrower. Upon any such resignation or removalresignation, the Majority Required Lenders shall have the right right, in consultation with Borrower, to appoint a successor Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company reasonably acceptable to the Borrower organized under the laws of the United States or of any State thereofsuccessor. If no successor Administrative Agent shall have been so appointed by the Majority Lenders, Required Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Administrative Agent's giving of Agent gives notice of resignation or the Majority Lenders' removal of the retiring Administrative Agentits resignation, then the retiring Administrative Agent may, on behalf of the LendersLenders and the Issuing Bank, appoint a successor Administrative Agent, Agent which shall be a Lender bank with an office in New York, New York, or shall be another commercial bank or trust company organized under the laws an Affiliate of the United States or any State thereof and reasonably acceptable to the Borrowersuch bank. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Administrative Agentsuccessor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, Agent and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreementhereunder. The fees payable by Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between Borrower and such successor. After any retiring Administrative Agent's resignation or removal hereunder as Administrative Agenthereunder, the provisions of this Article VII Section 10 and Section 11.3 shall inure to continue in effect for the benefit of such retiring Administrative Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was acting as Administrative Agent under this AgreementAgent.

Successor Administrative Agent. The Administrative Agent may resign at any time time, effective upon the appointment and acceptance of a successor Administrative Agent as provided below, by giving at least five (5) days’ written notice thereof to each Lender and the Borrower. Upon any such resignation, the Lenders and acting jointly shall appoint a successor Administrative Agent with the consent of the Borrower, such consent not to be unreasonably withheld. Each of the Borrower and may be removed at any time with each Lender agree that it shall not unreasonably withhold or without cause by the Majority Lenders, with any such resignation or removal to become effective only upon delay its approval of the appointment of a successor Administrative Agent pursuant to this Section 7.06. Upon any such resignation or removal, the Majority Lenders shall have the right to appoint a successor Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company reasonably acceptable to the Borrower organized under the laws of the United States or of any State thereof. If no such successor Administrative Agent shall have been so appointed by the Majority Lendersappointed, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Administrative Agent's ’s giving of notice of resignation or the Majority Lenders' removal of the retiring Administrative Agentresignation, then the retiring Administrative Agent may, on behalf of the LendersSecured Parties, appoint a successor Administrative Agent, Agent which successor Administrative Agent shall be either (i) a Lender or shall be another commercial bank or trust company organized under the laws of the United States or of any State state thereof and reasonably acceptable to the Borrowerhave a combined capital and surplus of at least $50,000,000, (ii) a Lender or (iii) an Affiliate of such a bank or a Lender. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor 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 under this Agreement. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article VII XI shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.. Section 11.7

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written Agent, upon five (5) days’ notice thereof to the Lenders Loan Parties, the other Agents and the Borrower Lenders, may voluntarily resign and may be removed at any time time, with or without cause cause, by the Majority Required Lenders; provided, however, that SunTrust shall not voluntarily resign as the Administrative Agent so long as the Commitment of SunTrust, as Non-Conduit Lender remains in effect or SunTrust has any outstanding Loans. If the Administrative Agent (other than SunTrust) shall voluntarily resign or be removed as Administrative Agent under this Agreement, then the Required Lenders (other than SunTrust) during such five-day period shall appoint, with any such resignation or removal to become effective only upon the appointment consent of a successor Administrative Agent pursuant to this Section 7.06. Upon any such resignation or removalBorrower from among the remaining Liquidity Banks, the Majority Lenders shall have the right to appoint a successor Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company reasonably acceptable to the Borrower organized under the laws of the United States or of any State thereof. If no whereupon such successor Administrative Agent shall have been so appointed by succeed to the Majority Lendersrights, powers and duties of the Administrative Agent and the term “Administrative Agent” shall mean such successor agent, effective upon its appointment, and shall have accepted such appointment, within 30 days after the retiring former Administrative Agent's giving ’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of notice such former Administrative Agent or any of the parties to this Agreement. Upon resignation or the Majority Lenders' removal replacement of the retiring any Administrative AgentAgent in accordance with this Section 11.10, then the retiring Administrative Agent mayshall execute such UCC-3 or other UCC assignments and amendments, on behalf and assignments and amendments of the LendersTransaction Documents, appoint a successor Administrative Agent, which shall as may be a Lender or shall be another commercial bank or trust company organized under the laws of the United States or any State thereof and reasonably acceptable necessary to the Borrower. Upon the acceptance of any appointment as Administrative Agent hereunder give effect to its replacement by a successor 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 under this Agreement. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article VII XI and Article X shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving thirty days' prior written notice thereof to the Lenders and the Borrower Company, and Administrative Agent may be removed at any time with or without cause by the Majority Lenders, with any such resignation an instrument or removal concurrent instruments in writing delivered to become effective only upon the appointment of a successor Company and Administrative Agent pursuant to this Section 7.06and signed by Requisite Lenders. Upon any such notice of resignation or any such removal, the Majority Requisite Lenders shall have the right right, upon five Business Days' notice to Company, and in consultation with Company, to appoint a successor Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company reasonably acceptable to the Borrower organized under the laws of the United States or of any State thereof. If no successor Administrative Agent shall have been so appointed by the Majority Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company organized under the laws of the United States or any State thereof and reasonably acceptable to the Borrower. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent, Agent and the retiring or removed Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) execute and deliver to such successor Administrative Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent of the security interests created under the Collateral Documents, whereupon such retiring or removed Administrative Agent shall be discharged from its duties and obligations under this Agreementhereunder. After any retiring or removed Administrative Agent's resignation or removal hereunder as Administrative Agent, the provisions of this Article VII Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreementhereunder.

Successor Administrative Agent. The Administrative Agent may resign at any time time, effective upon the appointment and acceptance of a successor Administrative Agent as provided below, by giving at least five (5) days’ written notice thereof to the Lenders each Lender and the Borrower and may be removed at any time with or without cause by the Majority Lenders, with any such resignation or removal to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 7.06Lenders acting jointly. Upon any such resignation or removal, the Majority Lenders acting jointly shall have the right to appoint a successor Administrative AgentAgent with the consent of the Borrower, which shall such consent not to be a Lender or shall be another commercial bank or trust company reasonably acceptable to unreasonably withheld. Each of the Borrower organized under the laws and each Lender agree that it shall not unreasonably withhold or delay its approval of the United States or appointment of any State thereofa successor Administrative Agent. If no such successor Administrative Agent shall have been so appointed by the Majority Lendersappointed, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Administrative Agent's ’s giving of notice of resignation or the Majority Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the LendersSecured Parties, appoint a successor Administrative Agent, Agent which successor Administrative Agent shall be either (i) a Lender or shall be another commercial bank or trust company organized under the laws of the United States or of any State state thereof and reasonably acceptable to the Borrowerhave a combined capital and surplus of at least $50,000,000 or (ii) an Affiliate of such a bank. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor 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 under this Agreement. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article VII ARTICLE XI shall continue 109 to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving five days' written notice thereof to each Conduit Lender, each Facility Agent, each Alternate Lender, the Lenders Borrower, the Portfolio Administrator, the Trustee and the Borrower and may be removed at any time with or without cause by the Majority Lenders, with any such resignation or removal to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 7.06Eligible Lender Trustee. Upon any such resignation or removalresignation, the Majority Conduit Lenders, the Facility Agents and the Alternate Lenders shall have the right to appoint a successor Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company reasonably acceptable to Agent approved by the Borrower organized under the laws of the United States (which approval will not be unreasonably withheld or of any State thereofdelayed). If no successor Administrative Agent shall have been so appointed by the Majority Lenders, and shall have accepted such appointment, within 30 sixty days after the retiring Administrative Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Administrative Agentresignation, then the retiring Administrative Agent may, on behalf of the Conduit Lenders, the Facility Agents and the Alternate Lenders, appoint a successor Administrative Agent. If the successor Administrative Agent is not an Affiliate of the resigning Administrative Agent or an Alternate Lender, which such successor Administrative Agent shall be a Lender or shall be another commercial bank or trust company organized under the laws of the United States or any State thereof and reasonably acceptable subject to the Borrower's prior written approval (which approval will not be unreasonably withheld or delayed). Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent's resignation or removal hereunder as Administrative Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent under this Agreement.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written as Administrative Agent upon 30 days’ notice thereof to the Lenders Lenders. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the Borrower and may be removed at any time with or without cause by other Loan Documents, then the Majority Lenders, with any such resignation or removal to become effective only upon Required Lenders shall appoint from among the appointment of Lenders a successor Administrative Agent pursuant to this Section 7.06. Upon any such resignation or removal, for the Majority Lenders shall have the right to appoint a successor Administrative AgentLenders, which shall be a Lender or shall be another commercial bank or trust company reasonably acceptable to the Borrower organized under the laws of the United States or of any State thereof. If no successor Administrative Agent shall have been so appointed be subject to approval by the Majority LendersBorrower, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company organized under the laws of the United States or any State thereof and reasonably acceptable to the Borrower. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, whereupon such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Administrative Agent, and the retiring term “Administrative Agent” shall mean such successor Administrative Agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be discharged from its duties and obligations under terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this AgreementAgreement or any holders of the Revolving Credit Loans or other Obligations. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article VII Section 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this AgreementAgreement and the other Loan Documents. If no successor Administrative Agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of such Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above.

Successor Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent (which shall be any Bank or a commercial bank organized under the laws of the United States of America or any political subdivision thereof which has a combined capital and reserves in excess of $250,000,000) as provided below, the Administrative Agent may resign at any time by giving written notice thereof to the Lenders Banks and the Borrower and may be removed at any time with or without for cause by the Majority Lenders, with any such resignation or removal to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 7.06Banks. Upon any such resignation or removal, the Majority Lenders Banks shall have the right to appoint a successor Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company reasonably acceptable to the Borrower organized under the laws of the United States or of any State thereof. If no successor Administrative Agent shall have been so appointed by the Majority LendersBanks, and shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Administrative Agent's giving of notice of resignation or the Majority LendersBanks' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the LendersBanks, appoint a successor Administrative Agent, Agent which shall be any Bank or a Lender or shall be another commercial bank or trust company organized under the laws of the United States of America or any State political subdivision thereof which has combined capital and reasonably acceptable to the Borrowerreserves in excess of $250,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, duties, and duties obligations of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreementhereunder. After any retiring Administrative Agent's resignation or removal hereunder as Administrative Agent, the provisions of this Article VII Section 9.13 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent under this AgreementAgent.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders Banks and the Borrower and may be removed at any time with or without cause by the Majority Lenders, with any such resignation or removal to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 7.06Banks. Upon any such resignation or removal, the Majority Lenders Banks shall have the right to appoint a successor Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company reasonably acceptable to Agent with the consent of the Borrower organized under (which consent shall not be required if at the laws time of such appointment any Event of Default or an event which with the United States passage of time or the giving of any State thereofnotice or both would become an Event of Default has occurred and is continuing). If no successor Administrative Agent shall have been so appointed by the Majority LendersBanks, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of notice of resignation or the Majority LendersBanks' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the LendersBanks, appoint a successor Administrative Agent, which shall be a Lender or shall be another commercial bank organized or trust company organized licensed under the laws of the United States of America or of any State state thereof and reasonably acceptable to the Borrowerhaving a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent's resignation or removal hereunder as Administrative Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Successor Administrative Agent. The Administrative Agent may resign at any time as Administrative Agent under the Loan Documents by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Majority Lenders, with any such resignation or removal to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 7.06Borrower. Upon any such resignation or removalresignation, the Majority Lenders Requisite Lender shall have the right to appoint a successor Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company reasonably acceptable to the Borrower organized under the laws of the United States or of any State thereof. If no successor Administrative Agent shall have been so appointed by in accordance with the Majority Lendersimmediately preceding sentence, and shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring current Administrative Agent's ’s giving of notice of resignation or the Majority Lenders' removal of the retiring Administrative Agentresignation, then the retiring current Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a Lender, if any Lender or shall be another commercial bank or trust company organized under the laws of the United States or any State thereof willing to serve, and reasonably acceptable to the Borrowerotherwise shall be an Eligible Assignee. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring current Administrative Agent, and the retiring current Administrative Agent shall be discharged from its duties and obligations under this Agreementthe Loan Documents. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article VII Section 12 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreementthe Loan Documents. Notwithstanding anything contained herein to the contrary, the Administrative Agent may assign its rights and duties under the Loan Documents to any of its affiliates by giving the Borrower and each Lender prior written notice.

Successor Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent as provided below, the Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Majority Lenders, with any such resignation or removal to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 7.06Borrower. Upon any such resignation or removalresignation, the Majority Lenders shall have the right to appoint a successor Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company reasonably acceptable to Agent (with the consent of the Borrower organized under the laws if no Event of the United States or of any State thereofDefault then exists). If no successor Administrative Agent shall have been so appointed by the Majority Lenders, and shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Administrative Agent's ’s giving of notice of resignation or the Majority Lenders' removal of the retiring Administrative Agentresignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, Agent which shall be a any Lender or shall be another commercial bank or trust company a Person organized under the laws of the United States of America, a State or any State thereof and reasonably acceptable to the Borrowerpolitical subdivision thereof. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, duties, and duties obligations of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreementhereunder. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article VII 10 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent under this AgreementAgent.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon at any time by giving written least 30 days’ prior notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Majority LendersBorrowers, with any such resignation or removal to become be effective only upon the appointment acceptance of a successor administrative agent to its appointment as Administrative Agent. In the event the Bank sells all of its Revolving Commitment and Revolving Loans as part of a sale, transfer or other disposition by the Bank of substantially all of its loan portfolio, the Bank shall resign as Administrative Agent pursuant and such purchaser or transferee shall become the successor Administrative Agent hereunder. Subject to the foregoing, if the Administrative Agent resigns under this Section 7.06. Upon any such resignation or removalAgreement, the Majority Lenders shall have appoint from among the right to appoint Lenders a successor Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company reasonably acceptable to administrative agent for the Borrower organized under the laws of the United States or of any State thereofLenders. If no successor Administrative Agent shall have been so administrative agent is appointed by prior to the Majority Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of notice of resignation or the Majority Lenders' removal effective date of the retiring resignation of the Administrative Agent, then the retiring Administrative Agent maymay appoint, on behalf of after consulting with the Lenders and the Borrowers, a successor administrative agent from among the Lenders, appoint a successor Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company organized under the laws of the United States or any State thereof and reasonably acceptable to the Borrower. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Administrative Agentadministrative agent hereunder, such successor Administrative Agent administrative agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Administrative Agent and the term “Administrative Agent, ” shall mean such successor administrative agent and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be discharged from its duties and obligations under this Agreementterminated. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article VII 12 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written Agent, upon five (5) days' notice thereof to the Lenders Loan Parties, the other Agents and the Borrower Lenders, may voluntarily resign and may be removed at any time time, with or without cause cause, by the Majority Required Liquidity Lenders; PROVIDED, HOWEVER, that Wachovia shall not voluntarily resign as the Administrative Agent so long as any of the Liquidity Commitments remain in effect or Blue Ridge has any outstanding Loans. If the Administrative Agent (other than Wachovia) shall voluntarily resign or be removed as Agent under this Agreement, then the Required Liquidity Lenders during such five-day period shall appoint, with any such resignation or removal to become effective only upon the appointment consent of a successor Administrative Agent pursuant to this Section 7.06. Upon any such resignation or removalBorrower from among the remaining Liquidity Banks, the Majority Lenders shall have the right to appoint a successor Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company reasonably acceptable to the Borrower organized under the laws of the United States or of any State thereof. If no whereupon such successor Administrative Agent shall have been so appointed by succeed to the Majority Lendersrights, powers and duties of the Administrative Agent and the term "Administrative Agent" shall mean such successor agent, effective upon its appointment, and shall have accepted such appointment, within 30 days after the retiring former Administrative Agent's giving rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of notice such former Administrative Agent or any of the parties to this Agreement. Upon resignation or the Majority Lenders' removal replacement of the retiring Administrative Agentany Agent in accordance with this Section 11.10, then the retiring Administrative Agent mayshall execute such UCC-3 assignments and amendments, on behalf and assignments and amendments of the LendersLiquidity Agreements and the Transaction Documents, appoint a successor Administrative Agent, which shall as may be a Lender or shall be another commercial bank or trust company organized under the laws of the United States or any State thereof and reasonably acceptable necessary to the Borrower. Upon the acceptance of any appointment as Administrative Agent hereunder give effect to its replacement by a successor 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 under this Agreement. After any retiring Administrative Agent's resignation or removal hereunder as Administrative Agent, the provisions of this Article VII XI and Article X shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon at any time by giving written least 30 days prior notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Majority LendersObligated Parties, with any such resignation or removal to become be effective only upon the appointment acceptance of a successor agent to its appointment as the Administrative Agent. In the event the Bank sells all of its Commitments and Revolving Loans as part of a sale, transfer, or other disposition by the Bank of substantially all of its loan portfolio, the Bank shall resign as the Administrative Agent pursuant and such purchaser or transferee shall become the successor Administrative Agent hereunder. Subject to the foregoing, if the Administrative Agent resigns (the "resigning Administrative Agent") under this Section 7.06. Upon any such resignation or removalAgreement, the Majority Lenders shall have appoint from among the right to appoint Lenders a successor agent for the Lenders (the "successor Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company reasonably acceptable to the Borrower organized under the laws of the United States or of any State thereof"). If no successor Administrative Agent shall have been so is appointed by prior to the Majority Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of notice of resignation or the Majority Lenders' removal effective date of the retiring resignation of the resigning Administrative Agent, then the retiring resigning Administrative Agent maymay appoint, on behalf of after consulting with the LendersLenders and the Obligated Parties, appoint a successor Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company organized under Agent from among the laws of the United States or any State thereof and reasonably acceptable to the BorrowerLenders. Upon the acceptance of any its appointment as Administrative Agent hereunder by a the successor Administrative Agent, such the successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring resigning Administrative Agent and the term "Administrative Agent" shall mean the successor Administrative Agent and the resigning Administrative Agent's appointment, powers, and duties as the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreementterminated. After any retiring resigning Administrative Agent's resignation or removal hereunder as the Administrative Agent, the provisions of this Article VII 12 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under this Agreement.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Majority Lenders, with any such resignation or removal to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 7.06Company. Upon any such resignation or removalresignation, the Majority Lenders shall have the right to appoint a successor Administrative AgentAgent which, which so long as no Potential Event of Default or Event of Default shall have occurred and be continuing, shall be a Lender or shall approved by the Company, such approval not to be another commercial bank or trust company reasonably acceptable to the Borrower organized under the laws of the United States or of any State thereofunreasonably withheld. If no successor Administrative Agent shall have been so appointed by the Majority Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's ’s giving of notice of resignation or the Majority Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative AgentAgent which, which so long as no Potential Event of Default or Event of Default shall have occurred and be continuing, shall be a Lender or shall be another commercial bank or trust company organized under the laws of the United States or any State thereof and reasonably acceptable satisfactory to the BorrowerCompany. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor 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 under this Agreement. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article VII VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Successor Administrative Agent. The Administrative Agent may resign at any time time, effective upon the appointment and acceptance of a successor Administrative Agent as provided below, by giving at least five days’ written notice thereof to the Lenders each Lender and the Borrower and may be removed at any time with or without cause by the Majority Lenders, with any such resignation or removal to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 7.06Lenders acting jointly. Upon any such resignation or removal, the Majority Lenders acting jointly shall have the right to appoint a successor Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company Agent reasonably acceptable to the Borrower organized under the laws Borrower. Each Lender agrees that it shall not unreasonably withhold or delay its approval of the United States or appointment of any State thereofa successor Administrative Agent. If no such successor Administrative Agent shall have been so appointed by the Majority Lendersappointed, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's ’s giving of notice of resignation or the Majority Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the LendersSecured Parties, appoint a successor Administrative Agent, Agent which successor Administrative Agent shall be either (i) a Lender or shall be another commercial bank or trust company other financial institution organized under the laws of the United States or of any State state thereof and reasonably acceptable to the Borrowerhave a combined capital and surplus of at least $50,000,000 or (ii) an Affiliate of such a bank or financial institution. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor 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 under this Agreement. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article VII XII shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.. 128

Successor Administrative Agent. The Administrative Agent may resign at any time by giving sixty days’ written notice thereof to the Lenders Purchasers, the Managing Agents, the Seller, the Servicer and the Borrower and may be removed at any time with or without cause by the Majority Lenders, with any such resignation or removal to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 7.06Master Trust Trustee. Upon any such resignation or removalresignation, the Majority Lenders Purchasers shall have the right to appoint a successor Administrative Agent, Agent approved by the Seller (which shall approval will not be a Lender unreasonably withheld or shall be another commercial bank or trust company reasonably acceptable to the Borrower organized under the laws of the United States or of any State thereofdelayed). If no successor Administrative Agent shall have been so appointed by the Majority Lenders, and shall have accepted such appointment, within 30 sixty days after the retiring Administrative Agent's ’s giving of notice of resignation or the Majority Lenders' removal of the retiring Administrative Agentresignation, then the retiring Administrative Agent may, on behalf of the LendersPurchasers, appoint a successor Administrative Agent. If such successor Administrative Agent is not an Affiliate of the resigning Administrative Agent, which such successor Administrative Agent shall be a Lender or shall be another commercial bank or trust company organized under the laws of the United States or any State thereof and reasonably acceptable subject to the BorrowerSeller’s prior written approval (which approval will not be unreasonably withheld or delayed). Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article VII X shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent under this Agreement.

Successor Administrative Agent. The Administrative Agent may resign at any time time, effective upon the appointment and acceptance of a successor Administrative Agent as provided below, by giving at least five days’ written notice thereof to the Lenders each Lender and the Borrower and may be removed at any time with or without cause by the Majority Lenders, with any such resignation or removal to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 7.06Lenders acting jointly. Upon any such resignation or removal, the Majority Lenders acting jointly shall have the right to appoint a successor Administrative Agent, which . Each Lender agrees that it shall be a Lender not unreasonably withhold or shall be another commercial bank or trust company reasonably acceptable to the Borrower organized under the laws delay its approval of the United States or appointment of any State thereofa successor Administrative Agent. If no such successor Administrative Agent shall have been so appointed by the Majority Lendersappointed, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's ’s giving of notice of resignation or the Majority Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the LendersSecured Parties, appoint a successor Administrative Agent, Agent which successor Administrative Agent shall be either (i) a Lender or shall be another commercial bank or trust company organized under the laws of the United States or of any State state thereof and reasonably acceptable to the Borrowerhave a combined capital and surplus of at least $50,000,000 or (ii) an Affiliate of such a bank. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor 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 156 shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article VII XII shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Successor Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time by giving written notice thereof to notifying the Lenders and the Borrower and may be removed at any time with or without cause by the Majority Lenders, with any such resignation or removal to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 7.06Borrower. Upon any such resignation or removalresignation, the Majority Required Lenders shall have the right right, in consultation with the Borrower, to appoint a successor Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company reasonably acceptable to the Borrower organized under the laws of the United States or of any State thereofsuccessor. If no successor Administrative Agent shall have been so appointed by the Majority Lenders, Required Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Administrative Agent's giving of Agent gives notice of resignation or the Majority Lenders' removal of the retiring Administrative Agentits resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, Agent which shall be a Lender or shall be another commercial bank or trust company organized under the laws of with an office in the United States States, or an Affiliate of any State thereof and reasonably acceptable to the Borrowersuch bank. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Administrative Agentsuccessor, 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 under this Agreementhereunder. 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 any retiring the Administrative Agent's resignation or removal hereunder as Administrative Agenthereunder, the provisions of this Article VII and Section 9.04 shall inure to continue in effect for the benefit of such retiring Administrative Agent, its benefit as to sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was acting as Administrative Agent under this AgreementAgent.

Successor Administrative Agent. The Administrative Agent may resign at any time time, effective upon the appointment and acceptance of a successor Administrative Agent as provided below, by giving at least five days’ written notice thereof to the Lenders each Lender and the Borrower and may be removed at any time with or without cause by the Majority Lenders, with any such resignation or removal to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 7.06Lenders acting jointly. Upon any such resignation or removal, the Majority Lenders acting jointly shall have the right to appoint a successor Administrative Agent, which . Each Lender agrees that it shall be a Lender not unreasonably withhold or shall be another commercial bank or trust company reasonably acceptable to the Borrower organized under the laws delay its approval of the United States or appointment of any State thereofa successor Administrative Agent. If no such successor Administrative Agent shall have been so appointed by the Majority Lendersappointed, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Administrative Agent's ’s giving of notice of resignation or the Majority Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the LendersSecured Parties, appoint a successor Administrative Agent, Agent which successor Administrative Agent shall be either (i) a Lender or shall be another commercial bank or trust company organized under the laws of the United States or of any State state thereof and reasonably acceptable to the Borrowerhave a combined capital and surplus of at least $50,000,000 or (ii) an Affiliate of such a bank. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor 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 under this Agreement. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article VII X shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.. 101

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Majority Lenders, with any such resignation or removal to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 7.06Borrower. Upon any such resignation or removalresignation, the Majority Required Lenders shall have the right to appoint appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company reasonably acceptable to the Borrower organized under the laws of the United States or of any State thereof. If no successor Administrative Agent shall have been so appointed by the Majority Lenders, Required Lenders and shall have accepted such appointment, appointment within 30 thirty days after the retiring Administrative Agent's ’s giving of notice of resignation or the Majority Lenders' removal of the retiring Administrative Agentresignation, then the retiring Administrative Agent maymay appoint, on behalf of the Borrower and the Lenders, appoint a successor Administrative Agent. Notwithstanding anything herein to the contrary, so long as no Default has occurred and is continuing, each such successor Administrative Agent shall be subject to approval by the Borrower, which approval shall not be unreasonably withheld. Such successor Administrative Agent shall be a Lender or shall be another commercial bank or trust company organized under the laws having capital and retained earnings of the United States or any State thereof and reasonably acceptable to the Borrowerat least $500,000,000. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under this Agreementthe other Loan Documents. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article VII XI shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent hereunder and under this Agreementthe other Loan Documents.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Majority Lenders, with any such resignation or removal to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 7.06Borrowers. Upon any such resignation or removalresignation, the Majority Required Lenders shall have the right to appoint a successor Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company reasonably acceptable to the Borrower organized under the laws of the United States or of any State thereof. If no successor Administrative Agent shall have been so appointed by the Majority LendersRequired Xxxxxxx, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Administrative Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Administrative Agentresignation, then the retiring Administrative Agent may, on behalf of the LendersLenders and Issuing Banks, appoint a successor Administrative Agent, which shall be a any Lender or shall be another a commercial bank or trust company organized under the laws other financial institution and having a combined capital and reserves in excess of the United States or any State thereof and reasonably acceptable to the BorrowerUS$500,000,000. Upon The resignation of such retiring Administrative Agent shall be effective only upon (i) the acceptance of any appointment as an Administrative Agent hereunder by a successor Administrative Agent, and (ii) the execution of all documents and taking of all other actions reasonably necessary in the opinion of the successor Administrative Agent, in connection with such substitution. Upon such effectiveness pursuant to the foregoing clauses (i) and (ii), such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreementthe Loan Documents. After any retiring Administrative Agent's resignation or removal hereunder as an Administrative Agent, the provisions of this Article VII 8 and Section 9.4 shall inure to continue in effect for the benefit of such retiring Administrative Agent, its benefit as to agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was the retiring Administrative Agent under this Agreementwas acting as Administrative Agent. 8.8.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Majority Lenders, with any such resignation or removal to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 7.06Borrowers. Upon any such resignation or removalresignation, the Majority Required Lenders shall have the right to appoint appoint, on behalf of the Borrowers and the Lenders, a successor Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company reasonably acceptable to the Borrower organized under the laws of the United States or of any State thereof. If no successor Administrative Agent shall have been so appointed by the Majority Lenders, Required Lenders and shall have accepted such appointment, appointment within 30 thirty days after the retiring Administrative Agent's ’s giving of notice of resignation or the Majority Lenders' removal of the retiring Administrative Agentresignation, then the retiring Administrative Agent maymay appoint, on behalf of the Borrowers and the Lenders, appoint a successor Administrative Agent. Notwithstanding anything herein to the contrary, so long as no Default has occurred and is continuing, each such successor Administrative Agent shall be subject to the prior written consent of the Borrowers, which consent shall not be unreasonably withheld. Such successor Administrative Agent shall be a Lender or shall be another commercial bank or trust company organized under the laws having capital and retained earnings of the United States or any State thereof and reasonably acceptable to the Borrowerat least $500,000,000. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under this Agreementthe other Loan Documents. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article VII XI shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent hereunder and under this Agreementthe other Loan Documents. The Administrative Agent shall not be removed without its prior written consent.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving sixty days' written notice thereof to the Lenders Owners, the Seller and the Borrower and may be removed at any time with or without cause by the Majority Lenders, with any Servicer; provided that no such resignation or removal to become shall be effective only upon until the appointment acceptance of a qualified successor Administrative Agent pursuant to as provided in this Section 7.068.06. Upon any such resignation or removalresignation, the Majority Lenders Owners shall have the right to appoint a successor Administrative Agent, Agent approved by the Seller (which shall approval will not be a Lender unreasonably withheld or shall be another commercial bank or trust company reasonably acceptable to the Borrower organized under the laws of the United States or of any State thereofdelayed). If no successor Administrative Agent shall have been so appointed by the Majority LendersOwners, and shall have accepted such appointment, within 30 sixty days after the retiring Administrative Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Administrative Agentresignation, then the retiring Administrative Agent may, on behalf of the LendersOwners, appoint a successor Administrative AgentAgent approved by the Seller (which approval will not be unreasonably withheld or delayed), which successor Administrative Agent shall be (a) either (i) a Lender or shall be another commercial bank having a combined capital and surplus of at least $250,000,000, (ii) an Affiliate of such bank, or trust company organized under (iii) an Affiliate of JPM and (b) experienced in the laws types of the United States or any State thereof and reasonably acceptable to the Borrowertransactions contemplated by this Agreement. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreementthe Purchase Documents. After any retiring Administrative Agent's resignation or removal hereunder as Administrative Agent, the provisions of this Article VII VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Majority Lenders, with any such resignation or removal to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 7.06Company. Upon any such resignation or removalresignation, the Majority Required Lenders shall have the right to appoint appoint, on behalf of the Borrowers and the Lenders, a successor Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company reasonably acceptable to the Borrower organized under the laws of the United States or of any State thereof. If no successor Administrative Agent shall have been so appointed by the Majority Lenders, Required Lenders and shall have accepted such appointment, appointment within 30 thirty days after the retiring Administrative Agent's ’s giving of notice of resignation or the Majority Lenders' removal of the retiring Administrative Agentresignation, then the retiring Administrative Agent maymay appoint, on behalf of the Borrowers and the Lenders, appoint a successor Administrative Agent. Notwithstanding anything herein to the contrary, so long as no Default has occurred and is continuing, each such successor Administrative Agent shall be subject to approval by the Company, which approval shall not be unreasonably withheld. Such successor Administrative Agent shall be a Lender or and shall be another a commercial bank or trust company organized under the laws having capital and retained 133 earnings of the United States or any State thereof and reasonably acceptable to the Borrowerat least $500,000,000. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under this Agreementthe other Loan Documents. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article VII XI shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent hereunder and under this Agreementthe other Loan Documents. The Administrative Agent may not be removed without its prior written consent.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Majority Required Lenders, with any such resignation or removal to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 7.06. Upon any such resignation or removal, the Majority Required Lenders shall have the right to appoint a successor Administrative AgentAgent which, so long as no Default shall have occurred and be continuing, shall be subject to the Borrower’s approval, which approval shall not be a Lender or shall be another commercial bank or trust company reasonably acceptable to the Borrower organized under the laws of the United States or of any State thereofunreasonably withheld. If no successor Administrative Agent shall have been so appointed by the Majority Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's ’s giving of notice of resignation or the Majority Required Lenders' ’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a Lender or shall be another commercial bank organized or trust company organized licensed under the laws of the United States of America or of any State thereof and reasonably acceptable to the Borrowerhaving a combined capital and surplus of at least $50,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent Agent, upon appointment of such successor Administrative Agent, shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving sixty days' written notice thereof to the Lenders Purchasers, the Seller, the Servicer and the Borrower and may be removed at any time with or without cause by the Majority Lenders, with any such resignation or removal to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 7.06Trustee. Upon any such resignation or removalresignation, the Majority Lenders Purchasers shall have the right to appoint a successor Administrative Agent, Agent approved by the Seller (which shall approval will not be a Lender unreasonably withheld or shall be another commercial bank or trust company reasonably acceptable to the Borrower organized under the laws of the United States or of any State thereofdelayed). If no successor Administrative Agent shall have been so appointed by the Majority Lenders, and shall have accepted such appointment, within 30 sixty days after the retiring Administrative Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Administrative Agentresignation, then the retiring Administrative Agent may, on behalf of the LendersPurchasers, appoint a successor Administrative Agent. If such successor Administrative Agent is not an Affiliate of the resigning Administrative Agent, which such successor Administrative Agent shall be a Lender or shall be another commercial bank or trust company organized under the laws of the United States or any State thereof and reasonably acceptable subject to the BorrowerSeller's prior written approval (which approval will not be unreasonably withheld or delayed). Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Certificate Purchase Agreement. After any retiring Administrative Agent's resignation or removal hereunder as Administrative Agent, the provisions of this Article VII X shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under this Certificate Purchase Agreement.

Successor Administrative Agent. The Administrative Agent may resign at any time with or without cause as the Administrative Agent under the Loan Documents by giving not less than 30 days written notice thereof to the Lenders and the Borrower and may be removed as the Administrative Agent under the Loan Documents at any time with or without cause by the Majority Required Lenders. Should the initial or any successor the Administrative Agent ever cease to be a party hereto or should the initial or any successor the Administrative Agent ever resign or be removed as the Administrative Agent, with any such resignation or removal to become effective only upon then the appointment of a Required Lenders shall elect the successor Administrative Agent pursuant to this Section 7.06. Upon any such resignation or removal, from among the Majority Lenders shall have (other than the right to appoint a successor resigning the Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company reasonably acceptable to the Borrower organized under the laws of the United States or of any State thereof). If no successor Administrative Agent shall have been so appointed by the Majority Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of notice of resignation or the Majority Required Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company organized under the laws having a combined capital and surplus of the United States or any State thereof and reasonably acceptable to the Borrowerat least $1,000,000,000. Upon the acceptance of any appointment as the Administrative Agent hereunder under the Loan Documents by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties Rights of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations of Administrative Agent under this Agreementthe Loan Documents, and each Lender shall execute such documents as any Lender may reasonably request to reflect such change in and under the Loan Documents. After any retiring Administrative Agent's resignation or removal hereunder as Administrative AgentAgent under the Loan Documents, the provisions of this Article VII Section 12 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under this Agreementthe Loan Documents.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon at any time by giving written least thirty (30) days prior notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Majority LendersBorrowers, with any such resignation or removal to become be effective only upon the appointment acceptance of a successor agent to its appointment as Administrative Agent. In the event Bank of America sells all of its Commitment and Revolving Loans as part of a sale, transfer or other disposition by Bank of America of substantially all of its loan portfolio, Bank of America shall resign as Administrative Agent pursuant and such purchaser or transferee shall become the successor Administrative Agent hereunder. Subject to the foregoing, if the Administrative Agent resigns under this Section 7.06. Upon any such resignation or removalAgreement, the Majority Lenders shall have appoint from among the right to appoint Lenders a successor Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company reasonably acceptable to agent for the Borrower organized under the laws of the United States or of any State thereofLenders. If no successor Administrative Agent shall have been so agent is appointed by prior to the Majority Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of notice of resignation or the Majority Lenders' removal effective date of the retiring resignation of the Administrative Agent, then the retiring Administrative Agent maymay appoint, on behalf of after consulting with the Lenders and the Borrowers, a successor agent from among the Lenders, appoint a successor Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company organized under the laws of the United States or any State thereof and reasonably acceptable to the Borrower. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Administrative Agentagent hereunder, such successor Administrative Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Administrative Agent and the term "Administrative Agent, " shall mean such successor agent and the retiring Administrative Agent's appointment, powers and duties as Administrative Agent shall be discharged from its duties and obligations under this Agreementterminated. After any retiring Administrative Agent's resignation or removal hereunder as Administrative Agent, the provisions of this Article VII 12 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Successor Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent (which shall be any Bank or a commercial bank organized under the laws of the United States of America or any political subdivision thereof which has a combined capital and reserves in excess of $250,000,000) as provided below, the Administrative Agent may resign at any time by giving written notice thereof to the Lenders Banks and the Borrower and may be removed at any time with or without for cause by the Majority Lenders, with any such resignation or removal to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 7.06Banks. Upon any such resignation or removal, the Majority Lenders Banks shall have the right to appoint a successor Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company reasonably acceptable to the Borrower organized under the laws of the United States or of any State thereof. If no successor Administrative Agent shall have been so appointed by the Majority LendersBanks, and shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Administrative Agent's giving of notice of resignation or the Majority LendersBankx' removal xxmoval of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the LendersBanks, appoint a successor Administrative Agent, Agent which shall be any Bank or a Lender or shall be another commercial bank or trust company organized under the laws of the United States of America or any State political subdivision thereof which has combined capital and reasonably acceptable to the Borrowerreserves in excess of $250,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, duties, and duties obligations of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreementhereunder. After any retiring Administrative Agent's resignation or removal hereunder as Administrative Agent, the provisions of this Article VII Section 9.13 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent under this AgreementAgent.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Majority Lenders, with any such resignation or removal to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 7.06. Upon any such resignation or removal, the Majority Lenders shall have the right to appoint a successor Administrative AgentAgent which, so long as no Default shall have occurred and be continuing, shall be subject to the Borrower's approval, which approval shall not be a Lender or shall be another commercial bank or trust company reasonably acceptable to the Borrower organized under the laws of the United States or of any State thereofunreasonably withheld. If no successor Administrative Agent shall have been so appointed by the Majority Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a Lender or shall be another commercial bank organized or trust company organized licensed under the laws of the United States of America or of any State thereof or the Commonwealth of Puerto Rico and reasonably acceptable to the Borrowerhaving a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent Agent, upon appointment of such successor Administrative Agent, shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent's resignation or removal hereunder as Administrative Agent, the provisions of this Article VII VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Majority Lenders, with any such resignation or removal to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 7.06Borrowers. Upon any such resignation or removalresignation, the Majority Required Lenders shall have the right to appoint appoint, on behalf of the Borrowers and the Lenders, a successor Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company reasonably acceptable to the Borrower organized under the laws of the United States or of any State thereof. If no successor Administrative Agent shall have been so appointed by the Majority Lenders, Required Lenders and shall have accepted such appointment, appointment within 30 thirty days after the retiring Administrative Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Administrative Agentresignation, then the retiring 136 146 Administrative Agent maymay appoint, on behalf of the Borrowers and the Lenders, appoint a successor Administrative Agent. Notwithstanding anything herein to the contrary, so long as no Default has occurred and is continuing, each such successor Administrative Agent shall be subject to approval by Brightpoint, which approval shall not be unreasonably withheld. Such successor Administrative Agent shall be a Lender or shall be another commercial bank or trust company organized under the laws having capital and retained earnings of the United States or any State thereof and reasonably acceptable to the Borrowerat least $500,000,000. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under this Agreementthe other Loan Documents. After any retiring Administrative Agent's resignation or removal hereunder as Administrative Agent, the provisions of this Article VII XI shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent hereunder and under this Agreementthe other Loan Documents.

Successor Administrative Agent. (a) The Administrative Agent may (i) resign at any time as Administrative Agent under the Loan Documents by giving written notice thereof to the Lenders and the Borrower and may or (ii) be removed at any time with or without cause by the Majority Lenders, with any such resignation or removal to become effective only upon the appointment of a successor as Administrative Agent pursuant to this Section 7.06under the Loan Documents for gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final, non-appealable judgment, upon 30 days’ prior written notice by all Lenders (other than the Lender then acting as Administrative Agent). Upon any such resignation or removal, the Majority Requisite Lenders shall have the right to appoint a successor Administrative AgentAgent which appointment shall, provided no Default or Event of Default exists, be subject to the Borrower’s approval, which approval shall not be a Lender unreasonably withheld or shall be another commercial bank or trust company reasonably acceptable to delayed (except that the Borrower organized under the laws shall, in all events, be deemed to have approved each Lender and any of the United States or of any State thereofits Affiliates as a successor Administrative Agent). If no successor Administrative Agent shall have been so appointed by in accordance with the Majority Lendersimmediately preceding sentence, and shall have accepted such appointment, within 30 days after the retiring resigning Administrative Agent's ’s giving of notice of resignation or the Majority Lenders' giving of notice of removal of the retiring Administrative Agent, then the retiring current Administrative Agent may, on behalf of the LendersLenders and the Issuing Bank, appoint a successor Administrative Agent, which shall be a Lender, if any Lender or shall be willing to serve, or otherwise shall be a financial institution having total combined assets of at least $50,000,000,000 and an Eligible Assignee or another commercial bank or trust company organized under the laws of the United States or any State thereof and reasonably Person acceptable to the Borrower. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor 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 under this Agreement. After any retiring Administrative Agent's resignation or removal hereunder as Administrative Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this AgreementRequisite Lenders.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Majority Lenders, with any such resignation or removal to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 7.06Borrowers. Upon any such resignation or removalresignation, the Majority Required Lenders shall have the right to appoint appoint, on behalf of the Borrowers and the Lenders, a successor Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company reasonably acceptable to the Borrower organized under the laws of the United States or of any State thereof. If no successor Administrative Agent shall have been so appointed by the Majority Lenders, Required Lenders and shall have accepted such appointment, appointment within 30 thirty days after the retiring Administrative Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Administrative Agentresignation, then the retiring Administrative Agent maymay appoint, on behalf of the Borrowers and the Lenders, appoint a successor Administrative Agent. Notwithstanding anything herein to the contrary, so long as no Default has occurred and is continuing, each such successor Administrative Agent shall be subject to the prior written consent of the Borrowers, which consent shall not be unreasonably withheld. Such successor Administrative Agent shall be a Lender or shall be another commercial bank or trust company organized under the laws having capital and retained earnings of the United States or any State thereof and reasonably acceptable to the Borrowerat least $500,000,000. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under this Agreementthe other Loan Documents. After any retiring Administrative Agent's resignation or removal hereunder as Administrative Agent, the provisions of this Article VII XI shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent hereunder and under this Agreementthe other Loan Documents.

Successor Administrative Agent. The Administrative Agent may resign at any time time, effective upon the appointment and acceptance of a successor Administrative Agent as provided below, by giving at least five days’ written notice thereof to the Lenders each Lender Agent and the Borrower and may be removed at any time with or without cause by the Majority Lenders, with any such resignation or removal to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 7.06Lender Agents acting jointly. Upon any such resignation or removal, the Majority Lenders Lender Agents acting jointly shall have the right to appoint a successor Administrative Agent, which . Each Lender Agent agrees that it shall be a Lender not unreasonably withhold or shall be another commercial bank or trust company reasonably acceptable to the Borrower organized under the laws delay its approval of the United States or appointment of any State thereofa successor Administrative Agent. If no such successor Administrative Agent shall have been so appointed by the Majority Lendersappointed, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's ’s giving of notice of resignation or the Majority Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the LendersSecured Parties, appoint a successor Administrative Agent, Agent which successor Administrative Agent shall be either (i) a Lender or shall be another commercial bank or trust company organized under the laws of the United States or of any State state thereof and reasonably acceptable to the Borrowerhave a combined capital and surplus of at least $50,000,000 or (ii) an Affiliate of such a bank. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor 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 under this Agreement. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article VII IX shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Successor Administrative Agent. The Administrative Agent may resign at any time time, effective upon the appointment and acceptance of a successor Administrative Agent as provided below, by giving at least five days’ written notice thereof to the Lenders each Lender Agent and the Borrower and may be removed at any time with or without cause by the Majority Lenders, with any such resignation or removal to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 7.06Lender Agents acting jointly. Upon any such resignation or removal, the Majority Lenders Lender Agents acting jointly shall have the right to appoint a successor Administrative Agent, which . Each Lender Agent agrees that it shall be a Lender not unreasonably withhold or shall be another commercial bank or trust company reasonably acceptable to the Borrower organized under the laws delay its approval of the United States or appointment of any State thereofa successor Administrative Agent. If no such successor Administrative Agent shall have been so appointed by the Majority Lendersappointed, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's ’s giving of notice of resignation or the Majority Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the LendersSecured Parties, appoint a successor Administrative Agent, Agent which successor Administrative Agent shall be either (i) a Lender or shall be another commercial bank or trust company organized under the laws of the United States or of any State state thereof and reasonably acceptable to the Borrowerhave a combined capital and surplus of at least $50,000,000 or (ii) an Affiliate of such a bank. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor 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 under this Agreement. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article VII IX shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.. 121

Successor Administrative Agent. The Administrative Agent may may, and at the request of the Majority Banks shall, resign at any time by giving written as Administrative Agent upon 30 days' notice thereof to the Lenders and Banks. If the Borrower and may be removed at any time with or without cause by the Majority Lenders, with any such resignation or removal to become effective only upon the appointment of a successor Administrative Agent pursuant to shall resign as Administrative Agent under this Section 7.06. Upon any such resignation or removalAgreement, the Majority Lenders Banks shall have appoint from among the right to appoint Banks a successor Administrative Agent, agent for the Banks which successor agent shall be a Lender or shall be another commercial bank or trust company reasonably acceptable to approved by the Borrower organized under the laws of the United States or of any State thereofCompany. If no successor Administrative Agent shall have been so agent is appointed by prior to the Majority Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of notice of resignation or the Majority Lenders' removal effective date of the retiring resignation of the Administrative Agent, then the retiring Administrative Agent maymay appoint, on behalf of after consulting with the LendersBanks and the Company, appoint a successor Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company organized under agent from among the laws of the United States or any State thereof and reasonably acceptable to the BorrowerBanks. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Administrative Agentagent hereunder, such successor Administrative Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Administrative Agent and the term "Administrative Agent, " shall mean such successor agent and the retiring Administrative Agent's appointment, powers and duties as Administrative Agent shall be discharged from its duties and obligations under this Agreementterminated. After any retiring Administrative Agent's resignation or removal hereunder as Administrative 106 Agent, the provisions of this Article VII Section 9 and Sections 10.4 and 10.5 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Banks shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Majority Banks appoint a successor agent as provided for above.

Successor Administrative Agent. The Administrative Agent may may, as hereinafter provided, resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Majority Lenders, with any such resignation or removal to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 7.06Lxxxxxx. Upon any such resignation or removal, the Majority Lenders Lenders, after consultation with the Borrower, shall have the right to appoint a successor Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company reasonably acceptable to the Borrower organized under the laws of the United States or of any State thereofLender. If no successor Administrative Agent shall have been so appointed by the Majority Lenders, Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Administrative Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, shall on behalf of the Lenders, appoint a Lenders forthwith designate one of the Lenders the pro tem successor Administrative Agent, which and such designated Lender shall be a Lender or shall be another commercial bank or trust company organized under act as Administrative Agent hereunder pending the laws appointment of the United States or any State thereof and reasonably acceptable to the Borrowerits successor. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor 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 any further duties and obligations under this Agreementagreement. After any retiring Administrative Agent's resignation or removal hereunder as Administrative Agent, the provisions of this Article VII ARTICLE 11 shall inure enure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreementagreement.

Successor Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent as provided below, the Administrative Agent may resign at any time by giving written notice thereof to the Lenders Banks, the Auction Administration Agent and the Borrower Borrowers and the Administrative Agent may be removed at any time with or without cause by the Majority Lenders, with any such resignation or removal to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 7.06Required Banks. Upon any such resignation or removal, the Majority Lenders shall Required Banks will have the right to appoint a successor Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company reasonably acceptable to the Borrower organized under the laws of the United States or of any State thereof. If no successor Administrative Agent shall have been so appointed by the Majority Lenders, Required Banks and shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Administrative Agent's giving of notice of resignation or the Majority LendersRequired Banks' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the LendersBanks, appoint a successor Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company organized under the laws of the United States of America or any State state thereof and reasonably acceptable to the Borrowerhaving combined capital and surplus of at least One Hundred Million Dollars ($100,000,000). Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, immunities, and duties of the retiring resigning or removed Administrative Agent, and the retiring resigning or removed Administrative Agent shall be discharged from its duties and obligations under this AgreementAgreement and the other Loan Documents. After any retiring Administrative Agent's resignation or removal hereunder as Administrative Agent, the provisions of this Article VII XI shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was the Administrative Agent under this AgreementAgent.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Majority Lenders, with any such resignation or removal to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 7.06Company. Upon any such resignation or removalresignation, the Majority Required Lenders shall have the right to appoint appoint, on behalf of the Borrowers and the Lenders, a successor Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company reasonably acceptable to the Borrower organized under the laws of the United States or of any State thereof. If no successor Administrative Agent shall have been so appointed by the Majority Lenders, Required Lenders and shall have accepted such appointment, appointment within 30 thirty days after the retiring Administrative Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Administrative Agentresignation, then the retiring Administrative Agent maymay appoint, on behalf of the Borrowers and the Lenders, appoint a successor Administrative Agent. Notwithstanding anything herein to the contrary, so long as no Default has occurred and is continuing, each such successor Administrative Agent shall be subject to approval by the Company, which approval shall not be unreasonably withheld. Such successor Administrative Agent shall be a Lender or shall be another commercial bank or trust company organized under the laws having capital and retained earnings of the United States or any State thereof and reasonably acceptable to the Borrowerat least $500,000,000. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under this Agreementthe other Loan Documents. After any retiring Administrative Agent's resignation or removal hereunder as Administrative Agent, the provisions of this Article VII XI shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent hereunder and under this Agreementthe other Loan Documents.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving give written notice thereof of its resignation to the Lenders Purchasers and the Borrower and may be removed Seller at any time with or without cause by the Majority Lendersleast thirty (30) days prior to such date of resignation. Except as provided below, with any such resignation or removal to shall not become effective only upon until the appointment Purchasers shall have appointed, with, prior to the occurrence of a successor Administrative Agent pursuant to this Section 7.06. Upon any such resignation or removalan Amortization Event, the Majority Lenders shall have the right consent of ENS, to appoint a successor Administrative Agentsuccessor, which shall be a Lender or shall be another commercial bank or trust company reasonably acceptable to the Borrower organized under the laws of with an office in the United States States, or an Affiliate of any State thereofsuch bank with an office in the United States. If no such successor Administrative Agent shall have been so appointed by the Majority Lenders, Purchasers and shall have accepted such appointment, appointment within 30 ninety (90) days after the retiring Administrative Agent's giving of Agent gives notice of its resignation (or such earlier day as shall be agreed by the Majority Lenders' removal of Required Purchasers) (the retiring Administrative Agent“Resignation Closing Date”), then the retiring Administrative Agent may, may (but shall not be obligated to) on behalf of the LendersPurchasers, appoint a successor Administrative AgentAgent meeting the qualifications set forth above. Whether or not a successor has been appointed, which such resignation shall be a Lender become effective in accordance with such notice on the Resignation Closing Date. Upon resignation or replacement of any Administrative Agent in accordance with this Section 11.09, the retiring Administrative Agent shall be another commercial bank execute or trust company organized under authorize the laws filing of such UCC-3 assignments and amendments, and assignments and amendments of the United States or any State thereof and reasonably acceptable Transaction Documents, as may be necessary to the Borrower. Upon the acceptance of any appointment as Administrative Agent hereunder give effect to its replacement by a successor 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 under this Agreement. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article VII XI and Article XII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written as Administrative Agent upon thirty days' notice thereof to the Lenders and the Borrower Banks, and may be removed at any time with or without cause by the Majority Lenders, with Required Banks. Upon any such resignation or removal to become effective only upon of the appointment of Administrative Agent, the Required Banks shall appoint from among the Banks a successor Administrative Agent pursuant to this Section 7.06. Upon any such resignation or removalfor the Banks, the Majority Lenders shall have the right to appoint a which successor Administrative Agent, which Agent shall be a Lender or shall be another commercial bank or trust company reasonably acceptable to approved by the Borrower organized under the laws of the United States or of any State thereofCompany. If no successor Administrative Agent shall have been so appointed approved by the Majority Lenders, Company and shall have accepted such appointment, appointment within 30 thirty days after the retiring resignation of the Administrative Agent's giving of notice of resignation , then in place or the Majority LendersRequired Banks' removal of the retiring Administrative Agent, then the such retiring Administrative Agent may, on behalf of the LendersBanks, appoint a successor Administrative Agent, Agent (which shall be a Lender or shall be another commercial bank or trust company organized or licensed under the laws of the United States Canada or any State thereof and reasonably acceptable province thereof) which appointment shall be subject to the Borrowerapproval of the Company such approval not to be unreasonably withheld. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agenthereunder, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Administrative AgentAgent and the term "ADMINISTRATIVE AGENT" shall mean such successor agent effective upon its appointment, and the retiring former Administrative Agent's rights, powers and duties as Administrative Agent shall be discharged from its duties and terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the obligations under this Agreementowing hereunder. After any retiring Administrative Agent's resignation or removal hereunder as Administrative Agent, the provisions of this Article VII Section shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Majority Lenders, with any such resignation or removal to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 7.06Company. Upon any such resignation or removalresignation, the Majority Required Lenders shall have the right to appoint a successor Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company reasonably acceptable to the Borrower organized under the laws of the United States or of any State thereof. If no successor Administrative Agent shall have been so appointed by the Majority Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of Agent gives notice of resignation or the Majority Lenders' removal of the retiring Administrative Agentresignation, then the retiring Administrative Agent mayshall, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a Lender or shall be another commercial bank organized or trust company organized licensed under the laws of the United States or of any State thereof and reasonably acceptable having a combined capital and surplus of at least $50,000,000. If no successor Administrative Agent has been appointed pursuant to the Borrowerimmediately preceding sentence by the 30th day after the date such notice of resignation was given by the Administrative Agent, the Administrative Agent's resignation shall become effective and the Company shall have the right to appoint a successor Administrative Agent, which shall be a commercial bank organized or licensed under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $50,000,000. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreementhereunder. After any retiring Administrative Agent's resignation or removal hereunder as Administrative Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this AgreementAgent.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written as Administrative Agent upon 30 days’ notice thereof to the Lenders Lenders, the Collateral Agent and the Borrower and may be removed at any time with or without cause by the Majority Lenders, with any such resignation or removal to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 7.06. Upon any such resignation or removal, the Majority Lenders shall have the right to appoint a successor Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company reasonably acceptable to the Borrower organized under the laws of the United States or of any State thereofBorrowers. If no successor the Administrative Agent shall have been so appointed by the Majority Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring resign as Administrative Agent, then the retiring Administrative Agent may, on behalf of Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, appoint a which successor Administrative Agent, which agent shall be a Lender subject to written approval by the Initial Borrower (which approval shall not be unreasonably withheld or shall be another commercial bank or trust company organized under the laws of the United States or any State thereof and reasonably acceptable to the Borrower. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agentdelayed), whereupon such successor Administrative Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Administrative Agent, and the retiring term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be discharged from its duties terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has been appointed as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and obligations under this Agreementall payments, communications and determinations provided to be made by, to or through the Administrative Agent, shall instead be made by or to each Lender directly until such time, if any, as the Required Lenders, subject to written approval by the Initial Borrower (which approval shall not be unreasonably withheld or delayed), appoint a successor agent as provided for above. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article VII Section 8 and of Section 9.5 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreementbenefit.

Successor Administrative Agent. The Administrative Agent may resign at any time time, effective upon the appointment and acceptance of a successor Administrative Agent as provided below, by giving at least five (5) days' written notice thereof to the Lenders each Purchaser Agent and the Borrower Seller and may be removed at any time with or without cause by the Majority Lenders, with any such resignation or removal to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 7.06Purchaser Agents acting jointly. Upon any such resignation or removal, the Majority Lenders Purchaser Agents acting jointly shall have the right to appoint a successor Administrative Agent, which . Each Purchaser Agent agrees that it shall be a Lender not unreasonably withhold or shall be another commercial bank or trust company reasonably acceptable to the Borrower organized under the laws delay its approval of the United States or appointment of any State thereofa successor Administrative Agent. If no such successor Administrative Agent shall have been so appointed by the Majority Lendersappointed, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Administrative Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the LendersSecured Parties, appoint a successor Administrative Agent, Agent which successor Administrative Agent shall be either (i) a Lender or shall be another commercial bank or trust company organized under the laws of the United States or of any State state thereof and reasonably acceptable to the Borrowerhave a combined capital and surplus of at least $50,000,000 or (ii) an Affiliate of such a bank. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor 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 under this Agreement. After any retiring Administrative Agent's resignation or removal hereunder as Administrative Agent, the provisions of this Article VII XII shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Successor Administrative Agent. The Administrative Agent may resign at any time time, effective upon the appointment and acceptance of a successor Administrative Agent as provided below, by giving at least five (5) days’ written notice thereof to the Lenders each Lender and the Borrower and may be removed at any time with or without cause by the Majority Lenders, with any such resignation or removal to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 7.06Lenders acting jointly. Upon any such resignation or removal, the Majority Lenders acting jointly shall have the right to appoint a successor Administrative AgentAgent with the consent of the Borrower, which shall such consent not to be a Lender or shall be another commercial bank or trust company reasonably acceptable to unreasonably withheld. Each of the Borrower organized under the laws and each Lender agree that it shall not unreasonably withhold or delay its approval of the United States or appointment of any State thereofa successor Administrative Agent. If no such successor Administrative Agent shall have been so appointed by the Majority Lendersappointed, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Administrative Agent's ’s giving of notice of resignation or the Majority Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the LendersSecured Parties, appoint a successor Administrative Agent, Agent which successor Administrative Agent shall be either (i) a Lender or shall be another commercial bank or trust company organized under the laws of the United States or of any State state thereof and reasonably acceptable to the Borrowerhave a combined capital and surplus of at least $50,000,000 or (ii) an Affiliate of such a bank. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor 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 under this Agreement. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article VII ARTICLE XI shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written as the Administrative Agent upon 30 days’ notice thereof to the Lenders and Lenders. If the Borrower and may be removed at any time with or without cause by the Majority Lenders, with any such resignation or removal to become effective only upon the appointment of a successor Administrative Agent pursuant to resigns under this Section 7.06. Upon any such resignation or removalAgreement, the Majority Lenders shall have appoint from among the right to appoint Lenders a successor Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company administrative agent reasonably acceptable satisfactory to the Borrower organized under Company in the laws of same capacity as the United States or of any State thereofretiring Administrative Agent for the Lenders. If no successor Administrative Agent shall have been so administrative agent is appointed by prior to the Majority Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of notice of resignation or the Majority Lenders' removal effective date of the resignation of such retiring Administrative Agent, then the such retiring Administrative Agent maymay appoint, on behalf of after consulting with the Lenders, appoint a successor Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company organized under administrative agent from among the laws of the United States or any State thereof and reasonably acceptable to the BorrowerLenders. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Administrative Agentadministrative agent hereunder, such successor Administrative Agent administrative agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Administrative Agent and the term “Administrative Agent, ” shall mean such successor administrative agent and the retiring Administrative Agent’s appointment, powers and duties as the Administrative Agent shall be discharged from its duties and obligations under this Agreementterminated. After any retiring Administrative Agent's ’s resignation or removal hereunder as the Administrative Agent, the provisions of this Article VII X and Sections 11.04 and 11.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as the Administrative Agent in the same capacity as the retiring Administrative Agent by the date which is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent shall either withdraw its resignation or may appoint as a successor administrative agent a commercial Lender organized under the laws of the United States of America or of any State thereof having a commercial capital surplus of at least $500,000,000.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the U.S. FIFTH AMENDED AND RESTATED CREDIT AGREEMENT FMC CORPORATION 94 Borrower and may be removed at any time with or without cause by the Majority Required Lenders, with any such resignation or removal to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 7.06. Upon any such resignation or removal, the Majority Required Lenders shall have the right to appoint a successor Administrative AgentAgent with the consent of the U.S. Borrower, which consent shall not be a Lender or shall be another commercial bank or trust company reasonably acceptable to the Borrower organized under the laws of the United States or of any State thereofunreasonably withheld. If no successor Administrative Agent shall have been so appointed by the Majority Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's ’s giving of notice of resignation or the Majority Required Lenders' ’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, Lenders appoint a successor Administrative Agent, which shall be an Eligible Assignee and a Lender or shall be another commercial bank or trust company organized under the laws of the United States of America or of any State thereof and reasonably acceptable to the Borrowerhaving a combined capital and surplus of at least $50,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor 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 under this Agreement. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article VII VIII (The Administrative Agent) shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. SECTION 8.07.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written as Administrative Agent upon thirty (30) days notice thereof to the Lenders and Banks. If the Borrower and may be removed at any time with or without cause by the Majority Lenders, with any such resignation or removal to become effective only upon the appointment of a successor Administrative Agent pursuant to resigns under this Section 7.06. Upon any such resignation or removalAgreement, the Majority Lenders Banks shall have appoint from among the right to appoint Banks a successor Administrative Agentadministrative agent for the Banks, which successor administrative agent shall be a Lender or shall be another commercial bank or trust company reasonably acceptable consented to by the Borrower organized under at all times other than during the laws existence of an Event of Default (which consent of the United States Borrower shall not be unreasonably withheld or of any State thereofdelayed). If no successor Administrative Agent shall have been so administrative agent is appointed by prior to the Majority Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of notice of resignation or the Majority Lenders' removal effective date of the retiring resignation of the Administrative Agent, then the retiring Administrative Agent maymay appoint, on behalf of after consulting with the LendersBanks and the Borrower, appoint a successor Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company organized under administrative agent from among the laws of the United States or any State thereof and reasonably acceptable to the BorrowerBanks. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Administrative Agentadministrative agent hereunder, the Person acting as such successor Administrative Agent administrative agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Administrative Agent and the term "Administrative Agent" shall mean such successor administrative agent, and the retiring Administrative Agent's appointment, powers and duties as Administrative Agent shall be discharged from its duties and obligations under this Agreementterminated. After any retiring Administrative Agent's resignation or removal hereunder as Administrative Agent, the provisions of this Article VII XIII and Sections 14.5 and 14.6 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is thirty (30) days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Banks shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Majority Banks appoint a successor agent as provided for above.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Majority Lenders, with any such resignation or removal to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 7.06Borrower. Upon any such resignation or removalresignation, the Majority Required Lenders shall have the right to appoint a successor Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company reasonably acceptable satisfactory to the Borrower organized under the laws of the United States or of any State thereofBorrower. If no successor Administrative Agent shall have been so appointed by the Majority Lenders, Required Lenders and shall have accepted such appointment, within 30 thirty (30) days after the retiring Administrative Agent's ’s giving of notice of resignation or the Majority Lenders' removal of the retiring Administrative Agentresignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company organized under the laws of the United States or of any State thereof and having a combined capital and surplus of a least $100,000,000, and which shall be reasonably acceptable satisfactory to the Borrower. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor 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 under this Agreement. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article VII VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. Upon the effectiveness of the retirement of 120 any Administrative Agent, the retiring Administrative Agent may, at its option, (i) transfer the management of the Term Letter of Credit Account to the successor Administrative Agent or (ii) close the Term Letter of Credit Account upon the establishment of a new Term Letter of Credit Account with the successor Administrative Agent (and the successor Administrative Agent shall establish such new account) and transfer all amounts on deposit in the Term Letter of Credit Account to such new account.

Successor Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent as provided below, the Administrative Agent may resign as Administrative Agent at any time by giving written notice thereof to the Lenders and IBM. If the Borrower and may be removed at any time with or without cause by Administrative Agent shall resign as Administrative Agent under this Agreement, then the Majority Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, with any such resignation or removal to become effective only upon the appointment of a which successor Administrative Agent pursuant to this Section 7.06. Upon any such resignation or removal, the Majority Lenders shall have the right to appoint a successor Administrative Agent, which administrative agent shall be a Lender or shall be another commercial bank or trust company reasonably acceptable subject to the Borrower organized under the laws approval of the United States or of any State thereofIBM (which approval shall not be unreasonably withheld). If no successor Administrative Agent shall have been so appointed by the Majority Lenders, Required Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Administrative Agent's giving of Agent shall have given notice of resignation or the Majority Lenders' removal of the retiring Administrative Agentits resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative AgentAgent from among the Lenders, which successor administrative agent shall be a Lender or shall be another commercial bank or trust company organized under the laws of the United States or any State thereof and reasonably acceptable subject to the Borrowerapproval of IBM (which approval shall not be unreasonably withheld). Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agentpermitted successor, such successor Administrative Agent administrative agent shall thereupon succeed to and become vested with all the rightsfights, powers, privileges powers and duties of the retiring Administrative Agent, and the retiring term "Administrative Agent" shall mean such successor administrative agent effective upon such appointment and approval, and the former Administrative Agent's rights, powers and duties as Administrative Agent shall be discharged from its duties and terminated, without any other or further act or deed on the pan of such former Administrative Agent or any of the parties to this Agreement or any holders of the obligations under this Agreementowing hereunder. After any retiring Administrative Agent's resignation or removal hereunder as Administrative Agent, the provisions of this Article VII Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Majority Lenders, with any such resignation or removal to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 7.06Credit Parties. Upon any such resignation or removalresignation, the Majority Required Lenders shall have the right to appoint a successor Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company reasonably acceptable to the Borrower organized under the laws of the United States or of any State thereof. If no successor Administrative Agent shall have been so appointed by the Majority Lenders, Required Lenders and shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Administrative Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Administrative Agentresignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, Agent which shall be a Lender or shall be another commercial bank or trust company organized under the laws of the United States or any State thereof having combined capital and reasonably acceptable to the Borrowersurplus of at least $100,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agentsuccessor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges discretion, privileges, and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreementhereunder. After any retiring Administrative Agent's resignation or removal hereunder as Administrative Agent, the provisions of this Article VII Section 10 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent under this Agreementby the date which is 60 days following the retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided above.

Successor Administrative Agent. The Administrative Agent may resign at any time time, effective upon the appointment and acceptance of a successor Administrative Agent as provided below, by giving at least fifteen (15) days’ written notice thereof to each Lender and the Borrower. Upon any such resignation, the Lenders and acting jointly shall appoint a successor Administrative Agent with the consent of the Borrower, such consent not to be unreasonably withheld. Each of the Borrower and may be removed at any time with each Lender agree that it shall not unreasonably withhold or without cause by the Majority Lenders, with any such resignation or removal to become effective only upon delay its approval of the appointment of a successor Administrative Agent pursuant to this Section 7.06. Upon any such resignation or removal, the Majority Lenders shall have the right to appoint a successor Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company reasonably acceptable to the Borrower organized under the laws of the United States or of any State thereof. If no such successor Administrative Agent shall have been so appointed by the Majority Lendersappointed, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Administrative Agent's ’s giving of notice of resignation or the Majority Lenders' removal of the retiring Administrative Agentresignation, then the retiring Administrative Agent may, on behalf of the LendersSecured Parties, appoint a successor Administrative Agent, Agent which successor Administrative Agent shall be either (i) a Lender or shall be another commercial bank or trust company organized under the laws of the United States or of any State state thereof and reasonably acceptable to the Borrowerhave a combined capital and surplus of at least $50,000,000, (ii) a Lender or (iii) an Affiliate of such a bank or Lender. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor 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 under this Agreement. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article VII XI shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Successor Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 8.07, the Administrative Agent may resign at any time by giving written notice thereof to notifying the Lenders, the Issuing Lenders and the Borrower and may be removed at any time with or without cause by the Majority Lenders, with any such resignation or removal to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 7.06Company. Upon any such resignation or removalresignation, the Majority Required Lenders shall have the right right, with the consent of Company unless an Event of Default under clause (a), (b), (h) or (i) of Section 7.01 of Article VII has occurred and is continuing, to appoint a successor Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company reasonably acceptable to the Borrower organized under the laws of the United States or of any State thereofsuccessor. If no successor Administrative Agent shall have been so appointed by the Majority Lenders, Required Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Administrative Agent's giving of Agent gives notice of resignation or the Majority Lenders' removal of the retiring Administrative Agentits resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Lenders, appoint a successor Administrative Agent, Agent which shall be a Lender bank with an office in New York, New York, or shall be another commercial bank or trust company organized under the laws an Affiliate of the United States or any State thereof and reasonably acceptable to the Borrowersuch bank. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Administrative Agentsuccessor, 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 under this Agreementhereunder. The fees payable by the Company to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After any retiring the Administrative Agent's ’s resignation or removal hereunder as Administrative Agenthereunder, the provisions of this Article VII and Section 9.03 shall inure to continue in effect for the benefit of such retiring Administrative Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was acting as Administrative Agent under this AgreementAgent.