Common use of Successor Administrative Agent Clause in Contracts

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon thirty (30) days’ notice to the Lenders; provided, that any such resignation by Bank of America shall also constitute its resignation as L/C Issuer and Swing Line Lender. If the Administrative Agent resigns under this Credit Agreement, the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, which successor administrative agent shall be consented to by the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, the Person acting as such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, L/C Issuer and Swing Line Lender and the respective terms “Administrative Agent,” “L/C Issuer” and “Swing Line Lender” thereafter shall mean such successor administrative agent, Letter of Credit issuer and swing line lender, and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated and the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such shall be terminated, without any other or further act or deed on the part of such retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation of the successor L/C Issuer to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article IX and Sections 10.04 and 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Credit Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date 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 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 for above.

Successor Administrative Agent. The Administrative Agent may resign as at any time by giving written notice thereof to the Lenders and the Borrower, such resignation to be effective upon the appointment of a successor Administrative Agent upon thirty (30) days’ or, if no successor Administrative Agent has been appointed, forty-five days after the retiring Administrative Agent gives notice of its intention to the Lenders; provided, that resign. Upon any such resignation or removal, the Required Lenders shall have the right to appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent. If no successor Administrative Agent is so appointed by Bank the Required Lenders within thirty days after the resigning Administrative Agent’s giving notice of America shall also constitute its resignation intention to resign, then the resigning Administrative Agent may appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent. Notwithstanding the previous sentence, the Administrative Agent may at any time without the consent of the Borrower or any Lender appoint any of its Affiliates that is a commercial bank as L/C Issuer and Swing Line Lendera successor Administrative Agent hereunder. If the Administrative Agent resigns under this Credit Agreementhas resigned or been removed and no successor Administrative Agent has been appointed, the Required Lenders shall appoint from among may perform all the Lenders a successor administrative agent for duties of the Lenders, which successor administrative agent shall be consented to by the Borrower at all times other than during the existence of an Event of Default (which consent of Administrative Agent hereunder and the Borrower shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior make all payments in respect of the Obligations to the effective date applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be a commercial bank having capital and retained earnings of at least $100,000,000. 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 resigning or removed Administrative Agent. Upon the effectiveness of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, the Person acting as such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, L/C Issuer and Swing Line Lender and the respective terms “Administrative Agent,” “L/C Issuer” and “Swing Line Lender” thereafter shall mean such successor administrative agent, Letter of Credit issuer and swing line lender, and the retiring Administrative Agent’s appointment, powers and duties as resigning Administrative Agent shall be terminated discharged from its duties and obligations hereunder and under the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such shall be terminated, without any other or further act or deed on Loan Documents. After the part of such retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation effectiveness of the successor L/C Issuer to issue letters resignation of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent’s resignation hereunder as an Administrative Agent, the provisions of this Article IX and Sections 10.04 and 10.05 X shall inure to its continue in effect for the benefit as to of such Administrative Agent in respect of any actions taken or omitted to be taken by it while it was Administrative Agent under this Credit Agreement. If no successor administrative agent has accepted appointment acting as Administrative Agent by the date 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 Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as and under the Required Lenders appoint a successor agent as provided for aboveother Loan Documents.

Successor Administrative Agent. (a) The Administrative Agent may resign as Administrative Agent upon thirty (30) at any time by giving 30 days’ prior written notice thereof to the Lenders; provided, that the Issuing Banks and the Borrower, whether or not a successor Administrative Agent has been appointed. Upon any such resignation by Bank of America shall also constitute its resignation as L/C Issuer and Swing Line Lender. If the Administrative Agent resigns under this Credit Agreementresignation, the Required Lenders shall have the right to appoint from among a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within thirty (30) days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor administrative agent for the LendersAdministrative Agent, which successor administrative agent shall be consented a bank with an office in New York, New York or an Affiliate of any such bank. In either case, such appointment shall be subject to by the prior written approval of the Borrower at all times other than during the existence of (which approval may not be unreasonably withheld and shall not be required while an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayedhas occurred and is continuing). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its any appointment as Administrative Agent by a successor administrative agent hereunderAdministrative Agent, the Person acting as such successor administrative agent Administrative Agent shall succeed to to, and become vested with, all the rights, powers powers, privileges and duties of the retiring Administrative Agent, L/C Issuer and Swing Line Lender and . Upon the respective terms “acceptance of appointment as Administrative Agent by a successor Administrative Agent,” “L/C Issuer” and “Swing Line Lender” thereafter shall mean such successor administrative agent, Letter of Credit issuer and swing line lender, and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated discharged from its duties and obligations under this Agreement and the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such shall be terminated, without any other or further act or deed on the part of such retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation of the successor L/C Issuer Loan Documents. Prior to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents. (b) Notwithstanding paragraph (a) of this Section, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders, the Issuing Banks and the Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents; provided that, solely for purposes of maintaining any security interest granted to the Administrative Agent under any Collateral Document for the benefit of the Secured Parties, the retiring Administrative Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Secured Parties, and continue to be entitled to the rights set forth in such Collateral Document and Loan Document, and, in the case of any Collateral in the possession of the Administrative Agent, shall continue to hold such Collateral, in each case until such time as a successor Administrative Agent is appointed and accepts such appointment in accordance with this Section (it being understood and agreed that the retiring Administrative Agent shall have no duty or obligation to take any further action under any Security Document, including any action required to maintain the perfection of any such security interest), and (ii) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided that (A) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (B) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall directly be given or made to each Lender and each Issuing Bank. Following the effectiveness of the Administrative Agent’s resignation from its capacity as such, the provisions of this Article IX Article, Section 2.17(d) and Sections 10.04 Section 9.03, as well as any exculpatory, reimbursement and 10.05 indemnification provisions set forth in any other Loan Document, 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 the retiring Administrative Agent under this Credit Agreement. If no successor administrative agent has accepted appointment was acting as Administrative Agent by the date 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 Lenders shall perform all in respect of the duties of matters referred to in the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for proviso under clause (a) above.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon thirty (30) 30 days’ notice to the LendersLenders and the Borrower; provided, provided that any such resignation by Bank of America America, N.A. shall also constitute its resignation as L/C Issuer Issuing Lender and Swing Line Lender, so long as a successor Issuing Lender and a successor Swing Line Lender (each consented to by the Borrower, such consent not to be unreasonably withheld or delayed) is appointed. If the Administrative Agent resigns under this Credit Agreement, the Required Majority Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, which successor administrative agent shall be consented to by the Borrower at all times other than during the existence continuance of an a Specified Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, the Person acting as such successor administrative agent shall succeed to all of the rights, powers and duties of the retiring Administrative Agent, L/C Issuer Issuing Lender and Swing Line Lender and the respective terms “Administrative Agent,” “L/C IssuerIssuing Lender” and “Swing Line Lender” thereafter shall mean such successor administrative agent, Letter of Credit issuer and swing line lender, and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated and the retiring L/C IssuerIssuing Lender’s and Swing Line Lender’s rights, powers and duties as such shall be terminated, without any other or further act or deed on the part of such retiring L/C Issuer Issuing Lender or Swing Line Lender or any other Lender, other than the obligation of the successor L/C Issuer Issuing Lender to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer Issuing Lender to effectively assume the obligations of the retiring L/C Issuer Issuing Lender with respect to such Letters of Credit. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article IX Section 9 and Sections 10.04 10.5 and 10.05 10.6 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Credit Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date thirty (30) 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 the Administrative Agent hereunder until such time, if any, as the Required Majority Lenders appoint a successor agent as provided for above.

Successor Administrative Agent. (a) The Administrative Agent may resign as Administrative Agent upon thirty (30) at any time by giving 30 days’ prior written notice thereof to the Lenders; provided, that the Fronting Banks and the Borrowers, whether or not a successor Administrative Agent has been appointed. Upon any such resignation by Bank of America resignation, the Majority Lenders shall also constitute its resignation as L/C Issuer and Swing Line Lenderhave the right to appoint a successor Administrative Agent. If the no successor Administrative Agent resigns under this Credit Agreementshall have been so appointed by the Majority Lenders, and shall have accepted such appointment, within 30 days after the Required Lenders shall appoint from among retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Fronting Banks, appoint a successor administrative agent for the LendersAdministrative Agent, which successor administrative agent shall be consented a bank with an office in New York, New York or an Affiliate of any such bank. In either case, such appointment shall be subject to by the Borrower at all times other than during prior written approval of the existence of Borrowers (which approval may not be unreasonably withheld and shall not be required while an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayedhas occurred and is continuing). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its any appointment as Administrative Agent by a successor administrative agent hereunderAdministrative Agent, the Person acting as such successor administrative agent Administrative Agent shall succeed to to, and become vested with, all the rights, powers powers, privileges and duties of the retiring Administrative Agent, L/C Issuer and Swing Line Lender and . Upon the respective terms “acceptance of appointment as Administrative Agent by a successor Administrative Agent,” “L/C Issuer” and “Swing Line Lender” thereafter shall mean such successor administrative agent, Letter of Credit issuer and swing line lender, and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated discharged from its duties and obligations under this Agreement and the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such shall be terminated, without any other or further act or deed on the part of such retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation of the successor L/C Issuer Loan Documents. Prior to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents. (b) Notwithstanding paragraph (a) of this Section 7.05, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders, the Fronting Banks and the Borrowers, whereupon, on the date of effectiveness of such resignation stated in such notice, (i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (ii) the Majority Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided that (A) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (B) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall directly be given or made to each Lender and each Fronting Bank. Following the effectiveness of the Administrative Agent’s resignation from its capacity as such, the provisions of this Article IX and Sections 10.04 Section 8.05, as well as any exculpatory, reimbursement and 10.05 indemnification provisions set forth in any other Loan Document, 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 Administrative Agent under this Credit Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date thirty (30) days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent was acting as 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 for above.

Successor Administrative Agent. The If at any time the Administrative Agent deems it advisable, in its sole discretion, it may resign submit to each of the Lenders a written notice of its resignation as Administrative Agent upon thirty (30) days’ notice to under the Lenders; providedLoan Documents, that any such resignation by Bank to be effective upon the earlier of America shall also constitute its resignation as L/C Issuer and Swing Line Lender. If (i) the written acceptance of the duties of the Administrative Agent resigns under this Credit Agreementthe Loan Documents by a successor Administrative Agent and (ii) on the 30th day after the date of such notice. Upon any such resignation, the Required Lenders shall have the right to appoint from among the Lenders a successor administrative agent for the Lenders, which Administrative Agent. If no successor administrative agent Administrative Agent shall be consented to have been so appointed by the Borrower at all times other than Required Lenders and accepted such appointment in writing within 30 days after the retiring Administrative Agent's giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders and with the consent of the Borrower, such consent not to be unreasonably withheld and not to be required during the existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayed). If no Default, appoint a successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the which successor Administrative Agent may appointshall be a commercial bank organized under the laws of the United States or any State thereof and having a combined capital, after consulting with the Lenders surplus, and the Borrower, a successor administrative agent from among the Lendersundivided profits of at least $100,000,000. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successor administrative agent hereunderAdministrative Agent, the Person acting as such successor administrative agent Administrative Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the retiring Administrative Agent, L/C Issuer and Swing Line Lender and the respective terms “Administrative Agent,” “L/C Issuer” and “Swing Line Lender” thereafter shall mean such successor administrative agent, Letter of Credit issuer and swing line lender, and the retiring Administrative Agent’s appointment's rights, powers powers, privileges and duties as Administrative Agent shall be terminated and under the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such Loan Documents shall be terminated, without any other or further act or deed on . The Borrower and the part of Lenders shall execute such retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation of the successor L/C Issuer documents as shall be necessary to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of effect such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Creditappointment. After any retiring Administrative Agent’s 's resignation hereunder as Administrative Agent, the provisions of this Article IX and Sections 10.04 and 10.05 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 Credit Agreementthe Loan Documents. If no successor administrative agent has accepted appointment as Administrative Agent by the date thirty (30) days following at any time there shall not be a retiring duly appointed and acting Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and Borrower agrees to make each payment due under the Loan Documents directly to the Lenders shall perform all of the duties of the Administrative Agent hereunder until entitled thereto during such time, if any, as the Required Lenders appoint a successor agent as provided for above.

Successor Administrative Agent. (a) The Administrative Agent may resign as Administrative Agent upon thirty (30) at any time by giving 30 days’ prior written notice thereof to the Lenders; provided, that any such resignation by Bank of America shall also constitute its resignation as the L/C Issuer Issuers and Swing Line Lender. If the Borrower, whether or not a successor Administrative Agent resigns under this Credit Agreementhas been appointed. Upon any such resignation, the Required Lenders shall appoint from among have the Lenders a successor administrative agent for right, subject to the Lendersapproval (not to be unreasonably withheld, which successor administrative agent shall be consented to by delayed or conditioned) of the Borrower at all times other than during the existence of (unless an Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing) to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the L/C Issuers, appoint a successor Administrative Agent, which consent shall be a bank with an office in New York, New York or an Affiliate of any such bank. In either case, such appointment shall be subject to the prior written approval of the Borrower shall (which approval may not be unreasonably withheld or delayedand shall not be required while an Event of Default has occurred and is continuing). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its any appointment as Administrative Agent by a successor administrative agent hereunderAdministrative Agent, the Person acting as such successor administrative agent Administrative Agent shall succeed to to, and become vested with, all the rights, powers powers, privileges and duties of the retiring Administrative Agent, L/C Issuer and Swing Line Lender and . Upon the respective terms “acceptance of appointment as Administrative Agent by a successor Administrative Agent,” “L/C Issuer” and “Swing Line Lender” thereafter shall mean such successor administrative agent, Letter of Credit issuer and swing line lender, and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated discharged from its duties and obligations under this Agreement and the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such shall be terminated, without any other or further act or deed on the part of such retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation of the successor L/C Issuer Loan Documents. Prior to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article IX and Sections 10.04 and 10.05 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 the Loan Documents. (b) Notwithstanding paragraph (a) of this Credit Agreement. If Section, in the event no successor administrative agent has accepted appointment as Administrative Agent by shall have been so appointed and shall have accepted such appointment within 30 days after the date thirty (30) days following a retiring Administrative Agent’s Agent gives notice of resignationits intent to resign, the retiring Administrative Agent’s Agent may give notice of the effectiveness of its resignation shall nevertheless thereupon become effective to the Lenders, the L/C Issuers and the Lenders shall perform all Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, the duties of the retiring Administrative Agent shall be discharged from its duties and obligations hereunder until such time, if any, as and under the Required Lenders appoint a successor agent as provided for aboveother Loan Documents.

Successor Administrative Agent. (a) The Administrative Agent may resign as Administrative Agent upon thirty (30) at any time by giving 30 days’ prior written notice thereof to the Lenders; provided, that the Issuing Banks and the Borrower, whether or not a successor Administrative Agent has been appointed. Upon any such resignation by Bank of America shall also constitute its resignation as L/C Issuer and Swing Line Lender. If the Administrative Agent resigns under this Credit Agreementresignation, the Required Lenders shall have the right to appoint from among a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within thirty (30) days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor administrative agent for the LendersAdministrative Agent, which successor administrative agent shall be consented a bank with an office in New York, New York or an Affiliate of any such bank. In either case, such appointment shall be subject to by the prior written approval of the Borrower at all times other than during the existence of (which approval may not be unreasonably withheld and shall not be required while an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayedhas occurred and is continuing). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its any appointment as Administrative Agent by a successor administrative agent hereunderAdministrative Agent, the Person acting as such successor administrative agent Administrative Agent shall succeed to to, and become vested with, all the rights, powers powers, privileges and duties of the retiring Administrative Agent, L/C Issuer and Swing Line Lender and . Upon the respective terms “acceptance of appointment as Administrative Agent by a successor Administrative Agent,” “L/C Issuer” and “Swing Line Lender” thereafter shall mean such successor administrative agent, Letter of Credit issuer and swing line lender, and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated discharged from its duties and obligations under this Agreement and the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such shall be terminated, without any other or further act or deed on the part of such retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation of the successor L/C Issuer Loan Documents. Prior to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents. (b) Notwithstanding paragraph (a) of this Section, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders, the Issuing Banks and the Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents; provided that, solely for purposes of maintaining any security interest granted to the Administrative Agent under any Collateral Document for the benefit of the Secured Parties, the retiring Administrative Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Secured Parties, and continue to be entitled to the rights set forth in such Collateral Document and Loan Document, and, in the case of any Collateral in the possession of the Administrative Agent, shall continue to hold such Collateral, in each case until such time as a successor Administrative Agent is appointed and accepts such appointment in accordance with this Section (it being understood and agreed that the retiring Administrative Agent shall have no duty or obligation to take any further action under any Collateral Document, including any action required to maintain the perfection of any such security interest), and (ii) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided that (A) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (B) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall directly be given or made to each Lender and each Issuing Bank. Following the effectiveness of the Administrative Agent’s resignation from its capacity as such, the provisions of this Article IX Article, Section 2.17(d) and Sections 10.04 Section 9.03, as well as any exculpatory, reimbursement and 10.05 indemnification provisions set forth in any other Loan Document, 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 the retiring Administrative Agent under this Credit Agreement. If no successor administrative agent has accepted appointment was acting as Administrative Agent by the date 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 Lenders shall perform all in respect of the duties of matters referred to in the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for proviso under clause (a) above.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon thirty (30) days’ hereunder at any time by giving written notice thereof to the Lenders; provided, that the LC Issuing Banks and Borrower. Upon any such resignation by Bank of America shall also constitute its resignation as L/C Issuer and Swing Line Lender. If the Administrative Agent resigns under this Credit Agreementresignation, the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, which shall have the right to appoint the successor administrative agent shall be consented to by Administrative Agent hereunder with the Borrower at all times other than during the existence consent of an Event of Default (Borrower, which consent of the Borrower shall not be unreasonably withheld or delayed); provided that Borrower’s consent shall not be required if an Event of Default shall have occurred and be continuing at such time hereunder. If no successor administrative agent is Administrative Agent shall have been so appointed prior to by the effective date of Required Lenders and shall have accepted such appointment, within 30 days after the resignation of the retiring Administrative Agent’s giving of notice of resignation (or such earlier day as shall be agreed by the Required Lenders), the retiring Administrative Agent may appoint(but shall not be obligated to), after consulting with on behalf of the Lenders and the BorrowerLC Issuing Banks with the consent of Borrower (such consent not to be unreasonably withheld or delayed) appoint the successor Administrative Agent hereunder which shall be a Lender, if any Lender shall be willing to serve, and otherwise shall be a successor administrative agent from among the Lenderscommercial bank having a combined capital and surplus of at least $500,000,000. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successor administrative agent hereunder, the Person acting as Administrative Agent such successor administrative agent Administrative Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the retiring Administrative Agent, L/C Issuer and Swing Line Lender and the respective terms “Administrative Agent,” “L/C Issuer” and “Swing Line Lender” thereafter shall mean such successor administrative agent, Letter of Credit issuer and swing line lender, Agent and the retiring Administrative Agent shall be discharged from its duties and obligations as Administrative Agent only under the Credit Facility Documents. Except for any indemnity payments owed to the retiring Administrative Agent’s appointment, powers all payments, communications and duties determinations provided to be made by, to or through Administrative Agent shall instead by made by or to each Lender and LC Issuing Bank directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent. The fees payable by Borrower to a successor Administrative Agent shall be terminated the same as those payable to its predecessor unless otherwise agreed between Borrower and the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such shall be terminated, without any other or further act or deed on the part of such retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation of the successor L/C Issuer to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Creditsuccessor. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article IX and Sections 10.04 and 10.05 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 the Credit Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date 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 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 for aboveFacility Documents.

Successor Administrative Agent. (a) The Administrative Agent may resign as Administrative Agent upon thirty (30) at any time by giving 30 days’ prior written notice thereof to the Lenders; provided, that the Issuing Bank and the Borrower Representative, whether or not a successor Administrative Agent has been appointed. Upon any such resignation by Bank of America shall also constitute its resignation as L/C Issuer and Swing Line Lender. If the Administrative Agent resigns under this Credit Agreementresignation, the Required Lenders shall have the right, to appoint from among a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor administrative agent for the Lenders, Administrative Agent which successor administrative agent shall be consented a bank with an office in New York, New York or an Affiliate of any such bank. In either case, such appointment shall be subject to by the prior written approval of the Borrower at all times other than during the existence of Representative (which approval may not be unreasonably withheld and shall not be required while an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayedhas occurred and is continuing). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its any appointment as Administrative Agent by a successor administrative agent hereunderAdministrative Agent, the Person acting as such successor administrative agent Administrative Agent shall succeed to and become vested with, all the rights, powers powers, privileges and duties of the retiring Administrative Agent, L/C Issuer and Swing Line Lender and . Upon the respective terms “acceptance of appointment as Administrative Agent by a successor Administrative Agent,” “L/C Issuer” and “Swing Line Lender” thereafter shall mean such successor administrative agent, Letter of Credit issuer and swing line lender, and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated discharged from its duties and obligations under this Agreement and the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such shall be terminated, without any other or further act or deed on the part of such retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation of the successor L/C Issuer Loan Documents. Prior to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents. (b) Notwithstanding paragraph (a) of this Section, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders, the Issuing Bank and the Borrowers, whereupon, on the date of effectiveness of such resignation stated in such notice, (i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents; provided that, solely for purposes of maintaining any security interest granted to the Administrative Agent under any Collateral Document for the benefit of the Secured Parties, the retiring Administrative Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Secured Parties and continue to be entitled to the rights set forth in such Collateral Document and Loan Document, and, in the case of any Collateral in the possession of the Administrative Agent, shall continue to hold such Collateral, in each case until such time as a successor Administrative Agent is appointed and accepts such appointment in accordance with this Section (it being understood and agreed that the retiring Administrative Agent shall have no duty or obligation to take any further action under any Collateral Document, including any action required to maintain the perfection of any such security interest), and (ii) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided that (A) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (B) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall directly be given or made to each Lender and Issuing Bank. Following the effectiveness of the Administrative Agent’s resignation from its capacity as such, the provisions of this Article IX Article, Section 2.17(d) and Sections 10.04 Section 9.03, as well as any exculpatory, reimbursement and 10.05 indemnification provisions set forth in any other Loan Document, 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 the retiring Administrative Agent under this Credit Agreement. If no successor administrative agent has accepted appointment was acting as Administrative Agent by the date 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 Lenders shall perform all in respect of the duties of matters referred to in the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for proviso under clause (a) above.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon at any time by giving thirty (30) days’ prior written notice thereof to the Lenders; providedLenders and the Borrowers, that whether or not a successor Administrative Agent has been appointed. Upon any such resignation by Bank of America shall also constitute its resignation as L/C Issuer and Swing Line Lender. If the Administrative Agent resigns under this Credit Agreementresignation, the Required Lenders shall appoint from among have the Lenders a successor administrative agent for right (subject to the Lendersprior written approval of the Borrowers, which successor administrative agent approval may not be unreasonably withheld, conditioned or delayed and shall not be consented to by the Borrower at all times other than during the existence of required while an Event of Default has occurred and is continuing) to appoint one of the Lenders to be successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lxxxxxx, and shall have accepted such appointment, within thirty (30) days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint one of the Lenders to be successor Administrative Agent. In either case, such appointment shall be subject to the prior written approval of the Borrowers (which consent of the Borrower shall approval may not be unreasonably withheld or delayedand shall not be required while an Event of Default has occurred and is continuing). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its any appointment as Administrative Agent by a successor administrative agent hereunderAdministrative Agent, the Person acting as such successor administrative agent Administrative Agent shall succeed to to, and become vested with, all the rights, powers powers, privileges and duties of the retiring Administrative Agent, L/C Issuer and Swing Line Lender and . Upon the respective terms “acceptance of appointment as Administrative Agent by a successor Administrative Agent,” “L/C Issuer” and “Swing Line Lender” thereafter shall mean such successor administrative agent, Letter of Credit issuer and swing line lender, and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated discharged from its duties and obligations under this Agreement and the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such shall be terminated, without any other or further act or deed on the part of such retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation of the successor L/C Issuer Loan Documents. Prior to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents. (a) Notwithstanding paragraph (a) of this Section, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders and the Borrowers, whereupon, on the date of effectiveness of such resignation stated in such notice, (i) the retiring Administrative Agent shall be discharged from its duties and obligations as the Administrative Agent hereunder and under the other Loan Documents; provided that, solely for purposes of maintaining any security interest granted to the Administrative Agent for the benefit of the Lenders, the retiring Administrative Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Lenders, and continue to be entitled to the rights set forth in any related security documents, and, in the case of any collateral in the possession of the Administrative Agent, shall continue to hold such collateral, in each case until such time as a successor Administrative Agent is appointed and accepts such appointment in accordance with this Section (it being understood and agreed that the retiring Administrative Agent shall have no duty or obligation to take any further action under any security document, including any action required to maintain the perfection of any such security interest), and (ii) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided that (A) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (B) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall directly be given or made to each Lender. Following the effectiveness of the Administrative Agent’s resignation from its capacity as such, the provisions of this Article IX Section 8 and Sections 10.04 Section 9.5, as well as any exculpatory, reimbursement and 10.05 indemnification provisions set forth in any other Loan Document, 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 the retiring Administrative Agent under this Credit Agreement. If no successor administrative agent has accepted appointment was acting as Administrative Agent by the date 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 Lenders shall perform all in respect of the duties of matters referred to in the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for proviso under clause (i) above.

Successor Administrative Agent. The Administrative Agent may resign as at any time by giving written notice thereof to the Lenders and the Borrower, such resignation to be effective upon the appointment of a successor Administrative Agent upon or, if no successor Administrative Agent has been appointed, thirty (30) days’ days after the retiring Administrative Agent gives notice of its intention to resign. Upon any such resignation, the Required Lenders shall have the right to appoint, on behalf of the Borrower and the Lenders; provided, that a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Xxxxxxx within fifteen (15) days after the resigning Administrative Agent’s giving notice of its intention to resign, then the resigning Administrative Agent may appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent. Notwithstanding the previous sentence, the Administrative Agent may at any such resignation by Bank time without the consent of America shall also constitute the Borrower or any Lender, appoint any of its resignation Affiliates which is a commercial bank as L/C Issuer and Swing Line Lendera successor Administrative Agent hereunder. If the Administrative Agent resigns under this Credit Agreementhas resigned and no successor Administrative Agent has been appointed, the Required Lenders shall appoint from among may perform all the Lenders a successor administrative agent for duties of the Lenders, which successor administrative agent shall be consented to by the Borrower at all times other than during the existence of an Event of Default (which consent of Administrative Agent hereunder and the Borrower shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior make all payments in respect of the Obligations to the effective date applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be a commercial bank having capital and retained earnings of at least $100,000,000. 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 resigning Administrative Agent. Upon the effectiveness of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, the Person acting as such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, L/C Issuer and Swing Line Lender and the respective terms “Administrative Agent,” “L/C Issuer” and “Swing Line Lender” thereafter shall mean such successor administrative agent, Letter of Credit issuer and swing line lender, and the retiring Administrative Agent’s appointment, powers and duties as resigning Administrative Agent shall be terminated discharged from its duties and obligations hereunder and under the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such shall be terminated, without any other or further act or deed on Loan Documents. After the part of such retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation effectiveness of the successor L/C Issuer to issue letters resignation of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent’s resignation hereunder as an Administrative Agent, the provisions of this Article IX and Sections 10.04 and 10.05 XI shall inure to its continue in effect for the benefit as to of such Administrative Agent in respect of any actions taken or omitted to be taken by it while it was Administrative Agent under this Credit Agreement. If no successor administrative agent has accepted appointment acting as Administrative Agent by the date 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 Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as and under the Required Lenders appoint Related Documents. In the event that there is a successor agent to the Administrative Agent by merger, or the Administrative Agent assigns its duties and obligations to an Affiliate pursuant to this Section 11.12, then the term “Prime Rate” as provided for aboveused in this Agreement shall mean the prime rate, base rate or other analogous rate of the new Administrative Agent.

Successor Administrative Agent. (a) The Administrative Agent may resign as Administrative Agent upon thirty (30) at any time by giving 30 days’ prior written notice thereof to the Lenders; provided, that the Issuing Banks and the Borrower, whether or not a successor Administrative Agent has been appointed. Upon any such resignation by Bank of America shall also constitute its resignation as L/C Issuer and Swing Line Lender. If the Administrative Agent resigns under this Credit Agreementresignation, the Required Lenders shall have the right to appoint from among a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Xxxxxxx, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor administrative agent for the LendersAdministrative Agent, which successor administrative agent shall be consented a bank with an office in New York, New York or an Affiliate of any such bank. In either case, such appointment shall be subject to by the prior written approval of the Borrower at all times other than during the existence of (which approval may not be unreasonably withheld and shall not be required while an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayedhas occurred and is continuing). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its any appointment as Administrative Agent by a successor administrative agent hereunderAdministrative Agent, the Person acting as such successor administrative agent Administrative Agent shall succeed to to, and become vested with, all the rights, powers powers, privileges and duties of the retiring Administrative Agent, L/C Issuer and Swing Line Lender and . Upon the respective terms “acceptance of appointment as Administrative Agent by a successor Administrative Agent,” “L/C Issuer” and “Swing Line Lender” thereafter shall mean such successor administrative agent, Letter of Credit issuer and swing line lender, and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated discharged from its duties and obligations under this Agreement and the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such shall be terminated, without any other or further act or deed on the part of such retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation of the successor L/C Issuer Loan Documents. Prior to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents. (b) Notwithstanding paragraph (a) of this Section, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders, the Issuing Banks and the Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents; provided that, solely for purposes of maintaining any security interest granted to the Administrative Agent under any Collateral Document for the benefit of the Secured Parties, the retiring Administrative Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Secured Parties, and continue to be entitled to the rights set forth in such Collateral Document and Loan Document, and, in the case of any Collateral in the possession of the Administrative Agent, shall continue to hold such Collateral, in each case until such time as a successor Administrative Agent is appointed and accepts such appointment in accordance with this Section (it being understood and agreed that the retiring Administrative Agent shall have no duty or obligation to take any further action under any Collateral Document, including any action required to maintain the perfection of any such security interest), and (ii) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided that (A) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (B) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall directly be given or made to each Lender and each Issuing Bank. Following the effectiveness of the Administrative Agent’s resignation from its capacity as such, the provisions of this Article IX and Sections 10.04 Section 9.03, as well as any exculpatory, reimbursement and 10.05 indemnification provisions set forth in any other Loan Document, 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 the retiring Administrative Agent under this Credit Agreement. If no successor administrative agent has accepted appointment was acting as Administrative Agent by the date 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 Lenders shall perform all in respect of the duties of matters referred to in the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for proviso under clause (i) above.

Successor Administrative Agent. (a) The Administrative Agent may resign as Administrative Agent upon at any time by giving thirty (30) days’ prior written notice thereof to the Lenders; providedLenders and the Borrowers, that whether or not a successor Administrative Agent has been appointed. Upon any such resignation by Bank of America shall also constitute its resignation as L/C Issuer and Swing Line Lender. If the Administrative Agent resigns under this Credit Agreementresignation, the Required Lenders shall appoint from among have the Lenders a successor administrative agent for right (subject to the Lendersprior written approval of the Borrowers, which successor administrative agent approval may not be unreasonably withheld, conditioned or delayed and shall not be consented to by the Borrower at all times other than during the existence of required while an Event of Default has occurred and is continuing) to appoint one of the Lenders to be successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lxxxxxx, and shall have accepted such appointment, within thirty (30) days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint one of the Lenders to be successor Administrative Agent. In either case, such appointment shall be subject to the prior written approval of the Borrowers (which consent of the Borrower shall approval may not be unreasonably withheld or delayedand shall not be required while an Event of Default has occurred and is continuing). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its any appointment as Administrative Agent by a successor administrative agent hereunderAdministrative Agent, the Person acting as such successor administrative agent Administrative Agent shall succeed to to, and become vested with, all the rights, powers powers, privileges and duties of the retiring Administrative Agent, L/C Issuer and Swing Line Lender and . Upon the respective terms “acceptance of appointment as Administrative Agent by a successor Administrative Agent,” “L/C Issuer” and “Swing Line Lender” thereafter shall mean such successor administrative agent, Letter of Credit issuer and swing line lender, and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated discharged from its duties and obligations under this Agreement and the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such shall be terminated, without any other or further act or deed on the part of such retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation of the successor L/C Issuer Loan Documents. Prior to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents. (b) Notwithstanding paragraph (a) of this Section, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders and the Borrowers, whereupon, on the date of effectiveness of such resignation stated in such notice, (i) the retiring Administrative Agent shall be discharged from its duties and obligations as the Administrative Agent hereunder and under the other Loan Documents; provided that, solely for purposes of maintaining any security interest granted to the Administrative Agent for the benefit of the Lenders, the retiring Administrative Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Lenders, and continue to be entitled to the rights set forth in any related security documents, and, in the case of any collateral in the possession of the Administrative Agent, shall continue to hold such collateral, in each case until such time as a successor Administrative Agent is appointed and accepts such appointment in accordance with this Section (it being understood and agreed that the retiring Administrative Agent shall have no duty or obligation to take any further action under any security document, including any action required to maintain the perfection of any such security interest), and (ii) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided that (A) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (B) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall directly be given or made to each Lender. Following the effectiveness of the Administrative Agent’s resignation from its capacity as such, the provisions of this Article IX Section 8 and Sections 10.04 Section 9.5, as well as any exculpatory, reimbursement and 10.05 indemnification provisions set forth in any other Loan Document, 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 the retiring Administrative Agent under this Credit Agreement. If no successor administrative agent has accepted appointment was acting as Administrative Agent by the date 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 Lenders shall perform all in respect of the duties of matters referred to in the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for proviso under clause (i) above.

Successor Administrative Agent. (a) The Administrative Agent may resign as Administrative Agent upon thirty (30) at any time by giving 30 days’ prior written notice thereof to the Lenders; provided, that the Issuers and the Borrower, whether or not a successor Administrative Agent has been appointed. Upon any such resignation by Bank of America shall also constitute its resignation as L/C Issuer and Swing Line Lender. If the Administrative Agent resigns under this Credit Agreementresignation, the Required Lenders shall have the right to appoint from among the Lenders a successor administrative agent for the Lenders, which successor administrative agent shall be consented to by the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayed)Administrative Agent. If no successor administrative agent is Administrative Agent shall have been so appointed prior to by the effective date of Required Lenders, and shall have accepted such appointment, within 30 days after the resignation of the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may appointmay, after consulting with on behalf of the Lenders and the BorrowerIssuers, appoint a successor administrative agent Administrative Agent, which shall be a bank with an office in New York, New York or an Affiliate of any such bank selected from among the Lenders. In either case, such appointment shall be subject to the prior written approval of the Borrower (which approval may not be unreasonably withheld and shall not be required while an Event of Default has occurred and is continuing). Upon the acceptance of its any appointment as Administrative Agent by a successor administrative agent hereunderAdministrative Agent, the Person acting as such successor administrative agent Administrative Agent shall succeed to to, and become vested with, all the rights, powers powers, privileges and duties of the retiring Administrative Agent, L/C Issuer and Swing Line Lender and . Upon the respective terms “acceptance of appointment as Administrative Agent by a successor Administrative Agent,” “L/C Issuer” and “Swing Line Lender” thereafter shall mean such successor administrative agent, Letter of Credit issuer and swing line lender, and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated discharged from its duties and obligations under this Agreement and the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such shall be terminated, without any other or further act or deed on the part of such retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation of the successor L/C Issuer Loan Documents. Prior to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents. (b) Notwithstanding paragraph (a) of this Section, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders, the Issuers and the Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents; provided that, solely for purposes of maintaining any security interest granted to the Administrative Agent under any Security Document for the benefit of the Secured Parties, the retiring Administrative Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Secured Parties, remain a party to each Security Document and any other Loan Document creating a parallel debt as referred to in Section 8.07, and continue to be entitled to the rights and bound to the obligations set forth in such Security Document and Loan Document, and, in the case of any Collateral in the possession of the Administrative Agent, shall continue to hold such Collateral, in each case until such time as a successor Administrative Agent is appointed and accepts such appointment in accordance with this Section (it being understood and agreed that the retiring Administrative Agent shall have no duty or obligation to take any further action under any Security Document, including any action required to maintain the perfection of any such security interest other than is necessary to give effect to the parallel debt undertaking included in any Loan Document), and (ii) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided that (A) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (B) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall also directly be given or made to each Lender and each Issuer. Following the effectiveness of the Administrative Agent’s resignation from its capacity as such, the provisions of this Article IX and Sections 10.04 Section 9.05 (“Expenses; Indemnity”), as well as any exculpatory, reimbursement and 10.05 indemnification provisions set forth in any other Loan Document, 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 the resigned Administrative Agent under this Credit Agreement. If no successor administrative agent has accepted appointment was acting as Administrative Agent and in respect of the matters referred to in the proviso under clause (i) above. (c) For purposes of any Security Document governed by the date 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 Lenders shall perform all laws of the duties Netherlands or any other right of pledge governed by the laws of the Netherlands, any resignation by the Administrative Agent hereunder shall not be effective with respect to its rights under the Parallel Debts (as defined in the Guarantee Agreement) until such time, if any, as all rights and obligations under the Required Lenders appoint a Parallel Debts have been assigned to and assumed by the successor agent as provided for aboveAdministrative Agent.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon thirty (30) 30 days’ notice to the Lenders; provided, provided that any such resignation by Bank of America shall also constitute its resignation as L/C Issuer and an Issuing Lender and, if applicable, as a Swing Line Lender. The Administrative Agent shall, in connection with any such resignation, make appropriate arrangements to ensure that, to the extent that it then holds any capital stock or other equity securities of any Person which is a gaming licensee as collateral for the Obligations, that any transfer of possession of such pledged securities to any successor is in full compliance with the requirements of all relevant Gaming Boards. If the Administrative Agent resigns under this Credit Agreement, the Required Requisite Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, which successor administrative agent shall be consented to by the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, the Person acting as such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, L/C Issuer and Issuing Lender and, if applicable, Swing Line Lender and the respective terms “Administrative Agent,” “L/C Issuer” and “Issuing Lender” (and, if applicable, “Swing Line Lender” thereafter ”) shall mean or include such successor administrative agent, Letter of Credit issuer and swing line lenderor Swing Line Lender, and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated and the retiring L/C IssuerIssuing Lender’s and (and, if applicable, Swing Line Lender’s ’s) rights, powers and duties as such shall be terminated, without any other or further act or deed on the part of such retiring L/C Issuer Issuing Lender or Swing Line Lender or any other Lender, other than the obligation of the successor L/C Issuer Issuing Lender to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer Issuing Lender to effectively assume the obligations of the retiring L/C Issuer Issuing Lender with respect to such Letters of Credit. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article IX 10 and Sections 10.04 11.3 and 10.05 11.11 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Credit Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date thirty (30) 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 the Administrative Agent hereunder until such time, if any, as the Required Requisite Lenders appoint a successor agent as provided for above.

Successor Administrative Agent. The Administrative Agent may may, and at the request of the Required Lenders shall, resign as Administrative Agent upon thirty (30) 30 days’ notice to the Lenders; provided, that any such resignation by Bank of America shall also constitute its resignation as L/C Issuer and Swing Line Lender. If the Administrative Agent resigns under this Credit Agreement, the Required Lenders shall, with (so long as no Event of Default exists) the consent of the Company (which shall not be unreasonably withheld or delayed), appoint from among the Lenders a successor administrative agent for the Lenders, which successor administrative agent shall be consented to by the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the BorrowerCompany, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, the Person acting as such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, L/C Issuer and Swing Line Lender Agent and the respective terms term “Administrative Agent,” “L/C Issuer” and “Swing Line Lender” thereafter shall mean such successor administrative agent, Letter of Credit issuer and swing line lender, and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated and the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such shall be terminated, without any other or further act or deed on the part of such retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation of the successor L/C Issuer to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article IX Section 14 and Sections 10.04 15.6 and 10.05 15.13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Credit Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date thirty (30) 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 the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor administrative agent as provided for above. Notwithstanding the foregoing, however, Bank of America may not be removed as the Administrative Agent at the request of the Required Lenders unless Bank of America shall also simultaneously be replaced as an “Issuing Lender” and the “Swing Line Lender” hereunder pursuant to documentation in form and substance reasonably satisfactory to Bank of America.

Successor Administrative Agent. (a) The Administrative Agent may resign as Administrative Agent upon thirty (30) at any time by giving 30 days’ prior written notice thereof to the Lenders; provided, that any such resignation by Bank of America shall also constitute its resignation as L/C Issuer and Swing Line Lender. If the Administrative Agent resigns under this Credit Agreement, the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, which successor administrative agent shall be consented to by the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, whether or not a successor administrative agent from among Administrative Agent has been appointed. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a bank with an office in New York, New York or an Affiliate of any such bank. In either case, (i) such appointment shall be subject to the prior written approval of the Borrower (which approval may not be unreasonably withheld and shall not be required while an Event of Default has occurred and is continuing) and (ii) in no event shall such successor Administrative Agent be a Disqualified Lender at the time of such appointment. Upon the acceptance of its any appointment as Administrative Agent by a successor administrative agent hereunderAdministrative Agent, the Person acting as such successor administrative agent Administrative Agent shall succeed to to, and become vested with, all the rights, powers powers, privileges and duties of the retiring Administrative Agent, L/C Issuer and Swing Line Lender and . Upon the respective terms “acceptance of appointment as Administrative Agent by a successor Administrative Agent,” “L/C Issuer” and “Swing Line Lender” thereafter shall mean such successor administrative agent, Letter of Credit issuer and swing line lender, and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated discharged from its duties and obligations under this Agreement and the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such shall be terminated, without any other or further act or deed on the part of such retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation of the successor L/C Issuer Credit Documents. Prior to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Credit Documents. (b) Notwithstanding paragraph (a) of this Section, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders and the Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents provided that, solely for purposes of maintaining any security interest granted to the Administrative Agent under any Security Document for the benefit of the Secured Parties, the retiring Administrative Agent shall continue to be vested with such security interest as administrative agent for the benefit of the Secured Parties, and continue to be entitled to the rights set forth in such Security Document and Credit Document, and, in the case of any Collateral in the possession of the Administrative Agent, shall continue to hold such Collateral, in each case until such time as a successor Administrative Agent is appointed and accepts such appointment in accordance with this Section (it being understood and agreed that the retiring Administrative Agent shall have no duty or obligation to take any further action under any Security Document, including any action required to maintain the perfection of any such security interest) and (ii) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided that (A) all payments required to be made hereunder or under any other Credit Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (B) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall directly be given or made to each Lender. Following the effectiveness of the Administrative Agent’s resignation from its capacity as such, the provisions of this Article IX and Sections 10.04 Section 9.03, as well as any exculpatory, reimbursement and 10.05 indemnification provisions set forth in any other Credit Document, 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 the retiring Administrative Agent under this Credit Agreement. If no successor administrative agent has accepted appointment was acting as Administrative Agent by the date 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 Lenders shall perform all in respect of the duties of matters referred to in the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for proviso under clause (i) above.

Successor Administrative Agent. The Administrative Agent may resign as at any time by giving written notice thereof to the Lenders and the Borrower, such resignation to be effective upon the appointment of a successor Administrative Agent upon or, if no successor Administrative Agent has been appointed, thirty (30) days’ days after the retiring Administrative Agent gives notice of its intention to resign. Upon any such resignation, the Required Lenders shall have the right to appoint, on behalf of the Borrower and the Lenders; provided, that a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders within fifteen (15) days after the resigning Administrative Agent’s giving notice of its intention to resign, then the resigning Administrative Agent may appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent. Notwithstanding the previous sentence, the Administrative Agent may at any such resignation by Bank time without the consent of America shall also constitute the Borrower or any Lender, appoint any of its resignation Affiliates which is a commercial bank as L/C Issuer and Swing Line Lendera successor Administrative Agent hereunder. If the Administrative Agent resigns under this Credit Agreementhas resigned and no successor Administrative Agent has been appointed, the Required Lenders shall appoint from among may perform all the Lenders a successor administrative agent for duties of the Lenders, which successor administrative agent shall be consented to by the Borrower at all times other than during the existence of an Event of Default (which consent of Administrative Agent hereunder and the Borrower shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior make all payments in respect of the Obligations to the effective date applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be a commercial bank having capital and retained earnings of at least $100,000,000. 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 resigning Administrative Agent. Upon the effectiveness of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, the Person acting as such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, L/C Issuer and Swing Line Lender and the respective terms “Administrative Agent,” “L/C Issuer” and “Swing Line Lender” thereafter shall mean such successor administrative agent, Letter of Credit issuer and swing line lender, and the retiring Administrative Agent’s appointment, powers and duties as resigning Administrative Agent shall be terminated discharged from its duties and obligations hereunder and under the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such shall be terminated, without any other or further act or deed on Loan Documents. After the part of such retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation effectiveness of the successor L/C Issuer to issue letters resignation of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent’s resignation hereunder as an Administrative Agent, the provisions of this Article IX and Sections 10.04 and 10.05 ARTICLE X shall inure to its continue in effect for the benefit as to of such Administrative Agent in respect of any actions taken or omitted to be taken by it while it was Administrative Agent under this Credit Agreement. If no successor administrative agent has accepted appointment acting as Administrative Agent by the date 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 Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as and under the Required Lenders appoint other Loan Documents. In the event that there is a successor agent to the Administrative Agent by merger, or the Administrative Agent assigns its duties and obligations to an Affiliate pursuant to this Section 10.12, then the term “Prime Rate” as provided for aboveused in this Agreement shall mean the prime rate, base rate or other analogous rate of the new Administrative Agent.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon thirty (30) days’ notice to the Lenders; provided, that any such resignation by Bank of America shall also constitute its resignation as L/C Issuer Lenders and Swing Line LenderParent. If the Administrative Agent resigns under this Credit Agreement, the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, which successor administrative agent shall be consented to by the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the BorrowerParent, a successor administrative agent from among the Lenders. Upon the acceptance by the Lender so selected of its appointment as successor administrative agent hereunder, the Person acting as such successor administrative agent shall succeed to all of the rights, powers and duties of the retiring Administrative Agent, L/C Issuer and Swing Line Lender Agent and the respective terms term “Administrative Agent,” “L/C Issuer” as used herein and “Swing Line Lender” thereafter in the other Financing Agreements shall mean such successor administrative agent, Letter of Credit issuer and swing line lender, agent and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated and terminated. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 12 shall inure to its benefit as to any actions taken or omitted 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 thirty (30) days after the date of a retiring Administrative Agent’s notice of resignation, the retiring L/C IssuerAdministrative Agent’s resignation shall nonetheless thereupon become effective and Lenders shall perform all of the duties of Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Any resignation by Administrative Agent pursuant to this Section shall also constitute its resignation as Issuing Bank and Swing Line Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers powers, privileges and duties as such shall be terminatedof the retiring Issuing Bank and Swing Line Lender, without any other or further act or deed on (b) the part of such retiring L/C Issuer or Issuing Bank and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or any under the other LenderFinancing Agreements, other than the obligation of and (c) the successor L/C Issuer to Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer Issuing Bank to effectively assume the obligations of the retiring L/C Issuer Issuing Bank with respect to such Letters of Credit. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article IX and Sections 10.04 and 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Credit Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date 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 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 for above.

Successor Administrative Agent. (a) The Administrative Agent may resign as Administrative Agent upon thirty (30) at any time by giving 30 days’ prior written notice thereof to the Lenders; provided, that the Issuing Lenders and the Company, whether or not a successor Administrative Agent has been appointed. Upon any such resignation by Bank of America shall also constitute its resignation as L/C Issuer and Swing Line Lender. If the Administrative Agent resigns under this Credit Agreementresignation, the Required Lenders shall have the right to appoint from among a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Lenders, appoint a successor administrative agent for the LendersAdministrative Agent, which successor administrative agent shall be consented a bank with an office in New York, New York or an Affiliate of any such bank. In either case, such appointment shall be subject to by the Borrower at all times other than during prior written approval of the existence of Company (which approval may not be unreasonably withheld and shall not be required while an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayedhas occurred and is continuing). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its any appointment as Administrative Agent by a successor administrative agent hereunderAdministrative Agent, the Person acting as such successor administrative agent Administrative Agent shall succeed to to, and become vested with, all the rights, powers powers, privileges and duties of the retiring Administrative Agent, L/C Issuer and Swing Line Lender and . Upon the respective terms “acceptance of appointment as Administrative Agent by a successor Administrative Agent,” “L/C Issuer” and “Swing Line Lender” thereafter shall mean such successor administrative agent, Letter of Credit issuer and swing line lender, and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated discharged from its duties and obligations under this Agreement and the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such shall be terminated, without any other or further act or deed on the part of such retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation of the successor L/C Issuer Loan Documents. Prior to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents. (b) Notwithstanding paragraph (a) of this Section, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders, the Issuing Lenders and the Company, whereupon, on the date of effectiveness of such resignation stated in such notice, (i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents; provided that, solely for purposes of maintaining any security interest granted to the Administrative Agent under any Security Document for the benefit of the Secured Parties, the retiring Administrative Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Secured Parties, and continue to be entitled to the rights set forth in such Security Document and Loan Document, and, in the case of any Collateral in the possession of the Administrative Agent, shall continue to hold such Collateral, in each case until such time as a successor Administrative Agent is appointed and accepts such appointment in accordance with this Section (it being understood and agreed that the retiring Administrative Agent shall have no duty or obligation to take any further action under any Security Document, including any action required to maintain the perfection of any such security interest), and (ii) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided that (A) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (B) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall directly be given or made to each Lender and each Issuing Lender. Following the effectiveness of the Administrative Agent’s resignation from its capacity as such, the provisions of this Article IX and Sections 10.04 Section 10.03, as well as any exculpatory, reimbursement and 10.05 indemnification provisions set forth in any other Loan Document, 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 the retiring Administrative Agent under this Credit Agreement. If no successor administrative agent has accepted appointment was acting as Administrative Agent by the date 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 Lenders shall perform all in respect of the duties of matters referred to in the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for proviso under clause (i) above.

Successor Administrative Agent. (a) The Administrative Agent may resign as Administrative Agent upon thirty (30) at any time by giving 30 days’ prior written notice thereof to the Lenders; provided, that the Issuing Banks and the Borrower Representative, whether or not a successor Administrative Agent has been appointed. Upon any such resignation by Bank of America shall also constitute its resignation as L/C Issuer and Swing Line Lender. If the Administrative Agent resigns under this Credit Agreementresignation, the Required Lenders shall have the right to appoint from among a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within thirty (30) days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor administrative agent for the LendersAdministrative Agent, which successor administrative agent shall be consented a bank with an office in New York, New York or an Affiliate of any such bank. In either case, such appointment shall be subject to by the prior written approval of the Borrower at all times other than during the existence of Representative (which approval may not be unreasonably withheld and shall not be required while an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayedhas occurred and is continuing). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its any appointment as Administrative Agent by a successor administrative agent hereunderAdministrative Agent, the Person acting as such successor administrative agent Administrative Agent shall succeed to to, and become vested with, all the rights, powers powers, privileges and duties of the retiring Administrative Agent, L/C Issuer and Swing Line Lender and . Upon the respective terms “acceptance of appointment as Administrative Agent by a successor Administrative Agent,” “L/C Issuer” and “Swing Line Lender” thereafter shall mean such successor administrative agent, Letter of Credit issuer and swing line lender, and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated discharged from its duties and obligations under this Agreement and the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such shall be terminated, without any other or further act or deed on the part of such retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation of the successor L/C Issuer Loan Documents. Prior to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents. (b) Notwithstanding paragraph (a) of this Section, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders, the Issuing Banks and the Borrower Representative, whereupon, on the date of effectiveness of such resignation stated in such notice, (i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents; provided that, solely for purposes of maintaining any security interest granted to the Administrative Agent under any Collateral Document for the benefit of the Secured Parties, the retiring Administrative Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Secured Parties, and continue to be entitled to the rights set forth in such Collateral Document and Loan Document, and, in the case of any Collateral in the possession of the Administrative Agent, shall continue to hold such Collateral, in each case until such time as a successor Administrative Agent is appointed and accepts such appointment in accordance with this Section (it being understood and agreed that the retiring Administrative Agent shall have no duty or obligation to take any further action under any Security Document, including any action required to maintain the perfection of any such security interest), and (ii) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided that (A) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (B) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall directly be given or made to each Lender and each Issuing Bank. Following the effectiveness of the Administrative Agent’s resignation from its capacity as such, the provisions of this Article IX Article, Section 2.17(d) and Sections 10.04 Section 9.03, as well as any exculpatory, reimbursement and 10.05 indemnification provisions set forth in any other Loan Document, 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 the retiring Administrative Agent under this Credit Agreement. If no successor administrative agent has accepted appointment was acting as Administrative Agent by the date 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 Lenders shall perform all in respect of the duties of matters referred to in the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for proviso under clause (a) above.

Successor Administrative Agent. (a) The Administrative Agent may resign as Administrative Agent upon thirty (30) at any time by giving 30 days’ prior written notice thereof to the Lenders; provided, that any such resignation by Bank of America shall also constitute its resignation as L/C Issuer and Swing Line Lender. If the Administrative Agent resigns under this Credit Agreement, the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, which successor administrative agent shall be consented to by the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, whether or not a successor administrative agent from among Administrative Agent has been appointed. Upon any such resignation, APA shall have the right, in consultation with the Required Xxxxxxx, to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a bank with an office in New York, New York or an Affiliate of any such bank. In either case, such appointment shall be subject to the prior written approval of the Borrower (which approval may not be unreasonably withheld and shall not be required while an Event of Default has occurred and is continuing). Upon the acceptance of its any appointment as Administrative Agent by a successor administrative agent hereunderAdministrative Agent, the Person acting as such successor administrative agent Administrative Agent shall succeed to to, and become vested with, all the rights, powers powers, privileges and duties of the retiring Administrative Agent, L/C Issuer and Swing Line Lender and . Upon the respective terms “acceptance of appointment as Administrative Agent by a successor Administrative Agent,” “L/C Issuer” and “Swing Line Lender” thereafter shall mean such successor administrative agent, Letter of Credit issuer and swing line lender, and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated discharged from its duties and obligations under this Agreement and the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such shall be terminated, without any other or further act or deed on the part of such retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation of the successor L/C Issuer Loan Documents. Prior to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents. In the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders and the Borrower as of the date of its resignation. (b) If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by Applicable Law, by notice in writing to the Borrower and such Person, remove such Person as Administrative Agent. Upon such occurrence, APA shall have the right, in consultation with the Required Lenders, to appoint a successor. If no such successor shall have been so appointed and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) Upon the retirement or removal of the Administrative Agent pursuant to paragraph (a) or (b) of this Section, on the date of effectiveness of such resignation or removal, (i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents; and (ii) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided that (A) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (B) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall directly be given or made to each Lender. Following the effectiveness of the Administrative Agent’s resignation or removal from its capacity as such, the provisions of this Article IX and Sections 10.04 Section 9.3, as well as any exculpatory, reimbursement and 10.05 indemnification provisions set forth in any other Loan Document, 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 Administrative Agent under this Credit Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date thirty (30) days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent was acting as 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 for above.

Successor Administrative Agent. (a) The Administrative Agent may resign as Administrative Agent upon thirty (30) at any time by giving 30 days’ prior written notice thereof to the Lenders; provided, that any such resignation by Bank of America shall also constitute its resignation as the L/C Issuer Issuers and Swing Line Lender. If the Opco Borrower, whether or not a successor Administrative Agent resigns under this Credit Agreementhas been appointed. Upon any such resignation, the Required Lenders shall have the right to appoint from among a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the L/C Issuers, appoint a successor administrative agent for the LendersAdministrative Agent, which successor administrative agent shall be consented a bank with an office in New York, New York or an Affiliate of any such bank. In either case, such appointment shall be subject to by the prior written approval of the Opco Borrower at all times other than during the existence of (which approval may not be unreasonably withheld and shall not be required while an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayedhas occurred and is continuing). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its any appointment as Administrative Agent by a successor administrative agent hereunderAdministrative Agent, the Person acting as such successor administrative agent Administrative Agent shall succeed to to, and become vested with, all the rights, powers powers, privileges and duties of the retiring Administrative Agent, L/C Issuer and Swing Line Lender and . Upon the respective terms “acceptance of appointment as Administrative Agent by a successor Administrative Agent,” “L/C Issuer” and “Swing Line Lender” thereafter shall mean such successor administrative agent, Letter of Credit issuer and swing line lender, and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated discharged from its duties and obligations under this Agreement and the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such other Loan Documents. The fees payable by any Borrower to a successor Administrative Agent shall be terminated, without any other or further act or deed on the part of same as those payable to its predecessor unless otherwise agreed between the Opco Borrower and such retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation of the successor L/C Issuer successor. Prior to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents. (b) Notwithstanding paragraph (a) of this Section, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders, the L/C Issuers and the Opco Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the L/C Issuers under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (ii) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided that (A) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (B) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall directly be given or made to each Lender and each L/C Issuer. Following the effectiveness of the Administrative Agent’s resignation from its capacity as such, the provisions of this Article IX VIII and Sections 10.04 Section 9.03, as well as any exculpatory, reimbursement and 10.05 indemnification provisions set forth in any other Loan Document, 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 the retiring Administrative Agent under this Credit Agreement. If no successor administrative agent has accepted appointment was acting as Administrative Agent by the date 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 Lenders shall perform all in respect of the duties of matters referred to in the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for proviso under clause (i) above.

Successor Administrative Agent. The Administrative Agent may resign as at any time by giving written notice thereof to the Lenders and the Borrower, such resignation to be effective upon the appointment of a successor Administrative Agent upon or, if no successor Administrative Agent has been appointed, thirty (30) days’ days after the retiring Administrative Agent gives notice of its intention to resign. Upon any such resignation, the Required Lenders shall have the right to appoint, on behalf of the Borrower and the Lenders; provided, that a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders within fifteen (15) days after the resigning Administrative Agent’s giving notice of its intention to resign, then the resigning Administrative Agent may appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent. Notwithstanding the previous sentence, the Administrative Agent may at any such resignation by Bank time without the consent of America shall also constitute the Borrower or any Lender, appoint any of its resignation Affiliates which is a commercial bank as L/C Issuer and Swing Line Lendera successor Administrative Agent hereunder. If the Administrative Agent resigns under this Credit Agreementhas resigned and no successor Administrative Agent has been appointed, the Required Lenders shall appoint from among may perform all the Lenders a successor administrative agent for duties of the Lenders, which successor administrative agent shall be consented to by the Borrower at all times other than during the existence of an Event of Default (which consent of Administrative Agent hereunder and the Borrower shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior make all payments in respect of the Obligations to the effective date applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be a commercial bank having capital and retained earnings of at least $100,000,000. 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 resigning Administrative Agent. Upon the effectiveness of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, the Person acting as such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, L/C Issuer and Swing Line Lender and the respective terms “Administrative Agent,” “L/C Issuer” and “Swing Line Lender” thereafter shall mean such successor administrative agent, Letter of Credit issuer and swing line lender, and the retiring Administrative Agent’s appointment, powers and duties as resigning Administrative Agent shall be terminated discharged from its duties and obligations hereunder and under the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such shall be terminated, without any other or further act or deed on Loan Documents. After the part of such retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation effectiveness of the successor L/C Issuer to issue letters resignation of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent’s resignation hereunder as an Administrative Agent, the provisions of this Article IX and Sections 10.04 and 10.05 XI shall inure to its continue in effect for the benefit as to of such Administrative Agent in respect of any actions taken or omitted to be taken by it while it was Administrative Agent under this Credit Agreement. If no successor administrative agent has accepted appointment acting as Administrative Agent by the date 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 Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as and under the Required Lenders appoint Related Documents. In the event that there is a successor agent to the Administrative Agent by merger, or the Administrative Agent assigns its duties and obligations to an Affiliate pursuant to this Section 11.12, then the term “Prime Rate” as provided for aboveused in this Agreement shall mean the prime rate, base rate or other analogous rate of the new Administrative Agent.

Successor Administrative Agent. (a) The Administrative Agent may resign as Administrative Agent upon thirty (30) at any time by giving 30 days’ prior written notice thereof to the Lenders; provided, that the Issuing Banks and the Borrower, whether or not a successor Administrative Agent has been appointed. Upon any such resignation by Bank of America resignation, APA shall also constitute its resignation as L/C Issuer and Swing Line Lenderhave the right, in consultation with the Required Xxxxxxx, to appoint a successor Administrative Agent. If the no successor Administrative Agent resigns under this Credit Agreementshall have been so appointed, and shall have accepted such appointment, within 30 days after the Required Lenders shall appoint from among retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor administrative agent for the LendersAdministrative Agent, which successor administrative agent shall be consented a bank with an office in New York, New York or an Affiliate of any such bank. In either case, such appointment shall be subject to by the prior written approval of the Borrower at all times other than during the existence of (which approval may not be unreasonably withheld and shall not be required while an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayedhas occurred and is continuing). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its any appointment as Administrative Agent by a successor administrative agent hereunderAdministrative Agent, the Person acting as such successor administrative agent Administrative Agent shall succeed to to, and become vested with, all the rights, powers powers, privileges and duties of the retiring Administrative Agent, L/C Issuer and Swing Line Lender and . Upon the respective terms “acceptance of appointment as Administrative Agent by a successor Administrative Agent,” “L/C Issuer” and “Swing Line Lender” thereafter shall mean such successor administrative agent, Letter of Credit issuer and swing line lender, and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated discharged from its duties and obligations under this Agreement and the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such shall be terminated, without any other or further act or deed on the part of such retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation of the successor L/C Issuer Loan Documents. Prior to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents. In the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders, the Issuing Banks and the Borrower as of the date of its resignation. (b) If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by Applicable Law, by notice in writing to the Borrower and such Person, remove such Person as Administrative Agent. Upon such occurrence, APA shall have the right, in consultation with the Required Lenders, to appoint a successor. If no such successor shall have been so appointed and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) Upon the retirement or removal of the Administrative Agent pursuant to paragraph (a) or (b) of this Section, on the date of effectiveness of such resignation or removal, (i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents; and (ii) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided that (A) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (B) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall directly be given or made to each Lender and each Issuing Bank. Following the effectiveness of the Administrative Agent’s resignation or removal from its capacity as such, the provisions of this Article IX and Sections 10.04 Section 9.3, as well as any exculpatory, reimbursement and 10.05 indemnification provisions set forth in any other Loan Document, 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 Administrative Agent under this Credit Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date thirty (30) days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent was acting as 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 for above.

Successor Administrative Agent. (a) The Administrative Agent may resign as Administrative Agent upon thirty (30) at any time by giving 30 days’ prior written notice thereof to the Lenders; provided, that the Issuing Lenders and the Company, whether or not a successor Administrative Agent has been appointed. Upon any such resignation by Bank of America resignation, the Majority Lenders shall also constitute its resignation as L/C Issuer and Swing Line Lenderhave the right to appoint a successor Administrative Agent. If the no successor Administrative Agent resigns under this Credit Agreementshall have been so appointed by the Majority Lenders, and shall have accepted such appointment, within 30 days after the Required Lenders shall appoint from among retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Lenders, appoint a successor administrative agent for the LendersAdministrative Agent, which successor administrative agent shall be consented a bank with an office in New York, New York or an Affiliate of any such bank. In either case, such appointment shall be subject to by the Borrower at all times other than during prior written approval of the existence of Company (which approval may not be unreasonably withheld and shall not be required while an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayedhas occurred and is continuing). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its any appointment as Administrative Agent by a successor administrative agent hereunderAdministrative Agent, the Person acting as such successor administrative agent Administrative Agent shall succeed to to, and become vested with, all the rights, powers powers, privileges and duties of the retiring Administrative Agent, L/C Issuer and Swing Line Lender and . Upon the respective terms “acceptance of appointment as Administrative Agent by a successor Administrative Agent,” “L/C Issuer” and “Swing Line Lender” thereafter shall mean such successor administrative agent, Letter of Credit issuer and swing line lender, and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated discharged from its duties and obligations under this Agreement and the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such shall be terminated, without any other or further act or deed on the part of such retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation of the successor L/C Issuer Credit Documents. Prior to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Credit Documents. (b) Notwithstanding clause (a) of this Section, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders, the Issuing Lenders and the Company, whereupon, on the date of effectiveness of such resignation stated in such notice, (i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents; provided that, solely for purposes of maintaining any security interest granted to the Administrative Agent under any Collateral Document for the benefit of the Secured Parties, the retiring Administrative Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Secured Parties, and continue to be entitled to the rights set forth in such Collateral Documents and Credit Documents, and, in the case of any Collateral in the possession of the Administrative Agent, shall continue to hold such Collateral, in each case until such time as a successor Administrative Agent is appointed and accepts such appointment in accordance with this Section (it being understood and agreed that the retiring Administrative Agent shall have no duty or obligation to take any further action under any Collateral Document, including any action required to maintain the perfection of any such security interest), and (ii) the Majority Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided that (A) all payments required to be made hereunder or under any other Credit Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (B) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall directly be given or made to each Lender and each Issuing Lender. Following the effectiveness of the Administrative Agent’s resignation from its capacity as such, the provisions of this Article IX and Sections 10.04 Section 12.5, as well as any exculpatory, reimbursement and 10.05 indemnification provisions set forth in any other Credit Document, 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 the retiring Administrative Agent under this Credit Agreement. If no successor administrative agent has accepted appointment was acting as Administrative Agent by the date 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 Lenders shall perform all in respect of the duties of matters referred to in the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for proviso under clause (i) above.

Successor Administrative Agent. The (a) Administrative Agent may resign as Administrative Agent at any time by giving thirty days’ prior written notice thereof to Lenders and Borrower. Upon any such notice of resignation, Requisite Lenders shall have the right, upon thirty (30) daysfive Business Days’ notice to the Lenders; providedBorrower, that any such resignation by Bank of America shall also constitute its resignation as L/C Issuer and Swing Line Lender. If the Administrative Agent resigns under this Credit Agreement, the Required Lenders shall to appoint from among the Lenders a successor administrative agent for the Lenders, which successor administrative agent shall be consented to by the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successor administrative agent hereunderAdministrative Agent, the Person acting as such that successor administrative agent Administrative Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the retiring Administrative Agent and the retiring Administrative Agent shall promptly (i) transfer to such successor Administrative Agent 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, whereupon such retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The administration 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. If the Requisite Lenders have not appointed a successor Administrative Agent, Administrative Agent shall have the right to appoint a financial institution to act as Administrative Agent hereunder and in any case, Administrative Agent’s resignation shall become effective on the thirtieth day after such notice of resignation. If neither the Requisite Lenders nor Administrative Agent have appointed a successor Administrative Agent, the Requisite Lenders shall be deemed to succeeded to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, L/C Issuer and Swing Line Lender and the respective terms “Administrative Agent,” “L/C Issuer” and “Swing Line Lender” thereafter shall mean such successor administrative agent, Letter of Credit issuer and swing line lender, and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated and the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such shall be terminated, without any other or further act or deed on the part of such retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation of the successor L/C Issuer to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article IX and Sections 10.04 and 10.05 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under hereunder. (b) Notwithstanding paragraph (a) of this Credit Agreement. If no successor administrative agent has accepted appointment as Section, solely for purposes of maintaining any security interest granted to the Administrative Agent by under any Collateral Document for the date thirty (30) days following a retiring Administrative Agent’s notice benefit of resignationthe Secured Parties, the retiring Administrative Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Secured Parties, and continue to be entitled to the rights set forth in such Collateral Document and Credit Document, and, in the case of any Collateral in the possession of the Administrative Agent, shall continue to hold such Collateral, in each case until such time as a successor Administrative Agent is appointed and accepts such appointment in accordance with this Section (it being understood and agreed that the retiring Administrative Agent shall have no duty or obligation to take any further action under any Collateral Document, including any action required to maintain the perfection of any such security interest), and the Requisite Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided that (A) all payments required to be made hereunder or under any other Credit Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (B) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall directly be given or made to each Lender. Following the effectiveness of the Administrative Agent’s resignation from its capacity as such, the provisions of this Article, Section 10.02 (Expenses) and Section 10.03 (Indemnity), as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Credit Document, shall nevertheless thereupon become effective continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the Lenders shall perform all retiring Administrative Agent was acting as Administrative Agent and in respect of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for collateral matters referred to above.

Successor Administrative Agent. (a) The Administrative Agent may resign as Administrative Agent upon thirty (30) at any time by giving 30 days’ prior written notice thereof to the Lenders; provided, that any such resignation by Bank of America shall also constitute its resignation as L/C Issuer and Swing Line Lender. If the Administrative Agent resigns under this Credit Agreement, the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, which successor administrative agent shall be consented to by the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, whether or not a successor administrative agent from among Administrative Agent has been appointed. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a bank with an office in New York, New York or an Affiliate of any such bank. In either case, (i) such appointment shall be subject to the prior written approval of the Borrower (which approval may not be unreasonably withheld and shall not be required while an Event of Default has occurred and is continuing) and (ii) in no event shall a successor Administrative Agent be a Disqualified Lender. Upon the acceptance of its any appointment as Administrative Agent by a successor administrative agent hereunderAdministrative Agent, the Person acting as such successor administrative agent Administrative Agent shall succeed to to, and become vested with, all the rights, powers powers, privileges and duties of the retiring Administrative Agent, L/C Issuer and Swing Line Lender and . Upon the respective terms “acceptance of appointment as Administrative Agent by a successor Administrative Agent,” “L/C Issuer” and “Swing Line Lender” thereafter shall mean such successor administrative agent, Letter of Credit issuer and swing line lender, and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated discharged from its duties and obligations under this Agreement and the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such shall be terminated, without any other or further act or deed on the part of such retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation of the successor L/C Issuer Loan Documents. Prior to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents. (b) Notwithstanding paragraph (a) of this Section 9.5, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders and the Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents; provided that, solely for purposes of maintaining any security interest granted to the Administrative Agent under any Security Document for the benefit of the Secured Parties, the retiring Administrative Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Secured Parties, and continue to be entitled to the rights set forth in such Security Document and Loan Document, and, in the case of any Collateral in the possession of the Administrative Agent, shall continue to hold such Collateral, in each case until such time as a successor Administrative Agent is appointed and accepts such appointment in accordance with this Section 9.5 (it being understood and agreed that the retiring Administrative Agent shall have no duty or obligation to take any further action under any Security Document, including any action required to maintain the perfection of any such security interest), and (ii) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided that (A) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (B) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall directly be given or made to each Lender. Following the effectiveness of the Administrative Agent’s resignation from its capacity as such, the provisions of this Article IX and Sections 10.04 Section 10.3, as well as any exculpatory, reimbursement and 10.05 indemnification provisions set forth in any other Loan Document, 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 the retiring Administrative Agent under this Credit Agreement. If no successor administrative agent has accepted appointment was acting as Administrative Agent by the date 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 Lenders shall perform all in respect of the duties of matters referred to in the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for proviso under clause (i) above.

Successor Administrative Agent. (a) The Administrative Agent may resign as Administrative Agent upon thirty (30) at any time by giving 30 days’ prior written notice thereof to the Lenders; provided, that the Issuing Banks and the Borrower, whether or not a successor Administrative Agent has been appointed. Upon any such resignation by Bank of America shall also constitute its resignation as L/C Issuer and Swing Line Lender. If the Administrative Agent resigns under this Credit Agreementresignation, the Required Lenders shall have the right to appoint from among a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor administrative agent for the LendersAdministrative Agent, which successor administrative agent shall be consented a bank with an office in New York, New York or an Affiliate of any such bank. In either case, such appointment shall be subject to by the prior written approval of the Borrower at all times other than during the existence of (which approval shall not be required while an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayedhas occurred and is continuing). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its any appointment as Administrative Agent by a successor administrative agent hereunderAdministrative Agent, the Person acting as such successor administrative agent Administrative Agent shall succeed to to, and become vested with, all the rights, powers powers, privileges and duties of the retiring Administrative Agent, L/C Issuer and Swing Line Lender and . Upon the respective terms “acceptance of appointment as Administrative Agent by a successor Administrative Agent,” “L/C Issuer” and “Swing Line Lender” thereafter shall mean such successor administrative agent, Letter of Credit issuer and swing line lender, and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated discharged from its duties and obligations under this Agreement and the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such shall be terminated, without any other or further act or deed on the part of such retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation of the successor L/C Issuer Loan Documents. Prior to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents. (b) Notwithstanding paragraph (a) of this Section 8.05, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders, the Issuing Banks and the Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents; provided that, solely for purposes of maintaining any security interest granted to the Administrative Agent under any Security Document for the benefit of the Secured Parties, the retiring Administrative Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Secured Parties, and continue to be entitled to the rights set forth in such Security Document and Loan Document, and, in the case of any Collateral in the possession of the Administrative Agent, shall continue to hold such Collateral, in each case until such time as a successor Administrative Agent is appointed and accepts such appointment in accordance with this Section (it being understood and agreed that the retiring Administrative Agent shall have no duty or obligation to take any further action under any Security Document, including any action required to maintain the perfection of any such security interest), and (ii) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided that (A) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (B) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall directly be given or made to each Lender and each Issuing Bank. Following the effectiveness of the Administrative Agent’s resignation from its capacity as such, the provisions of this Article IX and Sections 10.04 Section 9.03, as well as any exculpatory, reimbursement and 10.05 indemnification provisions set forth in any other Loan Document, 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 the retiring Administrative Agent under this Credit Agreement. If no successor administrative agent has accepted appointment was acting as Administrative Agent by the date 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 Lenders shall perform all in respect of the duties of matters referred to in the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for proviso under clause (i) above.

Successor Administrative Agent. (a) The Administrative Agent may resign as Administrative Agent upon thirty (30) at any time by giving 30 days’ ' prior written notice thereof to the Lenders; provided, that the Issuing Bank and the Borrower Representative, whether or not a successor Administrative Agent has been appointed. Upon any such resignation by Bank of America shall also constitute its resignation as L/C Issuer and Swing Line Lender. If the Administrative Agent resigns under this Credit Agreementresignation, the Required Lenders shall have the right, to appoint from among a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent's giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor administrative agent for the Lenders, Administrative Agent which successor administrative agent shall be consented a bank with an office in New York, New York or an Affiliate of any such bank. In either case, such appointment shall be subject to by the prior written approval of the Borrower at all times other than during the existence of Representative (which approval may not be unreasonably withheld and shall not be required while an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayedhas occurred and is continuing). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its any appointment as Administrative Agent by a successor administrative agent hereunderAdministrative Agent, the Person acting as such successor administrative agent Administrative Agent shall succeed to and become vested with, all the rights, powers powers, privileges and duties of the retiring Administrative Agent, L/C Issuer and Swing Line Lender and . Upon the respective terms “acceptance of appointment as Administrative Agent by a successor Administrative Agent,” “L/C Issuer” and “Swing Line Lender” thereafter shall mean such successor administrative agent, Letter of Credit issuer and swing line lender, and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated discharged from its duties and obligations under this Agreement and the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such shall be terminated, without any other or further act or deed on the part of such retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation of the successor L/C Issuer Loan Documents. Prior to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent’s 's resignation hereunder as Administrative Agent, the retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents. (b) Notwithstanding paragraph (a) of this Section, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders, the Issuing Bank and the Borrowers, whereupon, on the date of effectiveness of such resignation stated in such notice, (i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents; provided that, solely for purposes of maintaining any security interest granted to the Administrative Agent under any Collateral Document for the benefit of the Secured Parties, the retiring Administrative Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Secured Parties and continue to be entitled to the rights set forth in such Collateral Document and Loan Document, and, in the case of any Collateral in the possession of the Administrative Agent, shall continue to hold such Collateral, in each case until such time as a successor Administrative Agent is appointed and accepts such appointment in accordance with this Section (it being understood and agreed that the retiring Administrative Agent shall have no duty or obligation to take any further action under any Collateral Document, including any action required to maintain the perfection of any such security interest), and (ii) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided that (A) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (B) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall directly be given or made to each Lender and Issuing Bank. Following the effectiveness of the Administrative Agent's resignation from its capacity as such, the provisions of this Article IX Article, Section 2.17(d) and Sections 10.04 Section 9.03, as well as any exculpatory, reimbursement and 10.05 indemnification provisions set forth in any other Loan Document, 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 the retiring Administrative Agent under this Credit Agreement. If no successor administrative agent has accepted appointment was acting as Administrative Agent by the date 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 Lenders shall perform all in respect of the duties of matters referred to in the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for proviso under clause (a) above.

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 upon thirty (30) days’ at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time for cause by the Required Lenders; provided, that . Upon any such resignation by Bank of America shall also constitute its resignation as L/C Issuer and Swing Line Lender. If the Administrative Agent resigns under this Credit Agreementor removal, the Required Lenders shall have the right to appoint from among the Lenders a successor administrative agent for Administrative Agent which appointment shall, prior to an Event of Default, be subject to the consent of the Borrower, acting reasonably. If (a) no successor Administrative Agent shall have been so appointed by the Required Lenders or (b) if appointed, no successor Administrative Agent shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gave notice of resignation or the Required Lenders removed the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which successor administrative agent shall be consented any Lender or a commercial bank organized under the laws of the United States of America or any political subdivision thereof which has combined capital and reserves in excess of $250,000,000, which appointment shall, prior to by the Borrower at all times other than during the existence of an Event of Default (which Default, be subject to the consent of the Borrower shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lendersacting reasonably. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successor administrative agent hereunderAdministrative Agent, the Person acting as such successor administrative agent Administrative Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges, duties and duties obligations of the retiring Administrative Agent, L/C Issuer and Swing Line Lender and the respective terms “Administrative Agent,” “L/C Issuer” and “Swing Line Lender” thereafter shall mean such successor administrative agent, Letter of Credit issuer and swing line lender, Agent and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated discharged from its duties and obligations hereunder and under the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such shall be terminated, without any other or further act or deed on the part of such retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation of the successor L/C Issuer to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of CreditLoan Documents. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative Agent, Agent the provisions of this Article IX and Sections 10.04 and 10.05 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 Administrative Agent under this Credit Agreement. If no successor administrative agent has accepted appointment acting as Administrative Agent by the date 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 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 for above.

Successor Administrative Agent. The Administrative Agent may resign as at any time by giving written notice thereof to the Lenders and the Borrower, such resignation to be effective upon the appointment of a successor Administrative Agent upon or, if no successor Administrative Agent has been appointed, thirty (30) days’ days after the retiring Administrative Agent gives notice of its intention to resign. Upon any such resignation, the Required Lenders shall have the right to appoint, on behalf of the Borrower and the Lenders; provided, that a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders within fifteen (15) days after the resigning Administrative Agent’s giving notice of its intention to resign, then the resigning Administrative Agent may appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent. Notwithstanding the previous sentence, the Administrative Agent may at any such resignation by Bank time without the consent of America shall also constitute the Borrower or any Lender, appoint any of its resignation Affiliates which is a commercial bank as L/C Issuer and Swing Line Lendera successor Administrative Agent hereunder. If the Administrative Agent resigns under this Credit Agreementhas resigned and no successor Administrative Agent has been appointed, the Required Lenders shall appoint from among may perform all the Lenders a successor administrative agent for duties of the Lenders, which successor administrative agent shall be consented to by the Borrower at all times other than during the existence of an Event of Default (which consent of Administrative Agent hereunder and the Borrower shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior make all payments in respect of the Obligations to the effective date applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be a commercial bank having capital and retained earnings of at least $100,000,000. 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 resigning Administrative Agent. Upon the effectiveness of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, the Person acting as such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, L/C Issuer and Swing Line Lender and the respective terms “Administrative Agent,” “L/C Issuer” and “Swing Line Lender” thereafter shall mean such successor administrative agent, Letter of Credit issuer and swing line lender, and the retiring Administrative Agent’s appointment, powers and duties as resigning Administrative Agent shall be terminated discharged from its duties and obligations hereunder and under the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such shall be terminated, without any other or further act or deed on Loan Documents. After the part of such retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation effectiveness of the successor L/C Issuer to issue letters resignation of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent’s resignation hereunder as an Administrative Agent, the provisions of this Article IX and Sections 10.04 and 10.05 X shall inure to its continue in effect for the benefit as to of such Administrative Agent in respect of any actions taken or omitted to be taken by it while it was Administrative Agent under this Credit Agreement. If no successor administrative agent has accepted appointment acting as Administrative Agent by the date 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 Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as and under the Required Lenders appoint other Loan Documents. In the event that there is a successor agent to the Administrative Agent by merger, or the Administrative Agent assigns its duties and obligations to an Affiliate pursuant to this Section 10.12, then the term “Prime Rate” as provided for aboveused in this Agreement shall mean the prime rate, base rate or other analogous rate of the new Administrative Agent.

Successor Administrative Agent. The Administrative Agent may resign as at any time by giving written notice thereof to the Lenders and the Company, such resignation to be effective upon the appointment of a successor Administrative Agent upon thirty (30) days’ or, if no successor Administrative Agent has been appointed, forty-five days after the retiring Administrative Agent gives notice of its intention to resign. The Administrative Agent may be removed at any time with or without cause by written notice received by the Administrative Agent from the Required Lenders; provided, that such removal to be effective on the date specified by the Required Lenders. Upon any such resignation by Bank of America shall also constitute its resignation as L/C Issuer and Swing Line Lender. If the Administrative Agent resigns under this Credit Agreementor removal, the Required Lenders shall appoint from among have the Lenders a successor administrative agent for right to appoint, on behalf of the Company and the Lenders, a successor Administrative Agent, which successor administrative agent Administrative Agent shall (unless a Default shall have occurred and be consented to continuing) be approved by the Borrower at all times other than during the existence of an Event of Default Company (which consent of the Borrower approval shall not be unreasonably withheld or delayed). If no successor administrative agent is Administrative Agent shall have been so appointed by the Required Lenders within thirty days after the resigning Administrative Agent's giving notice of its intention to resign, then the resigning Administrative Agent may appoint, on behalf of the Company and the Lenders, a successor Administrative Agent. Notwithstanding the previous sentence, without the consent of any Lender but upon thirty days prior written notice to the effective date Lenders and the Company, the Administrative Agent may appoint any of its Affiliates which is a commercial bank as a successor Administrative Agent hereunder, which successor Administrative Agent shall (unless a Default shall have occurred and be continuing) be approved by the Company (which approval shall not be unreasonably withheld or delayed). If the Administrative Agent has resigned or been removed and no successor Administrative Agent has been appointed, the Lenders may perform all the duties of the Administrative Agent hereunder and the Company shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be a commercial bank having capital and retained earnings of at least $5,000,000,000. 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 resigning or removed Administrative Agent. Upon the effectiveness of the resignation or removal of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, the Person acting as such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, L/C Issuer and Swing Line Lender and the respective terms “Administrative Agent,” “L/C Issuer” and “Swing Line Lender” thereafter shall mean such successor administrative agent, Letter of Credit issuer and swing line lender, and the retiring Administrative Agent’s appointment, powers and duties as resigning or removed Administrative Agent shall be terminated discharged from its duties and obligations hereunder and under the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such shall be terminated, without any other or further act or deed on Loan Documents. After the part of such retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation effectiveness of the successor L/C Issuer to issue letters resignation or removal of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent’s resignation hereunder as an Administrative Agent, the provisions of this Article IX and Sections 10.04 and 10.05 X shall inure to its continue in effect for the benefit as to of such Administrative Agent in respect of any actions taken or omitted to be taken by it while it was Administrative Agent under this Credit Agreement. If no successor administrative agent has accepted appointment acting as Administrative Agent by the date 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 Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as and under the Required Lenders appoint other Loan Documents. In the event that there is a successor agent as provided for above.to the Administrative Agent by merger, or the Administrative Agent assigns its duties and obligations to an Affiliate pursuant to this Section 10.12, then the term "

Successor Administrative Agent. (a) The Administrative Agent may resign as Administrative Agent upon thirty (30) at any time by giving 30 days’ prior written notice thereof to the Lenders; provided, that the Issuing Banks and the Company, whether or not a successor Administrative Agent has been appointed. Upon any such resignation by Bank of America shall also constitute its resignation as L/C Issuer and Swing Line Lender. If the Administrative Agent resigns under this Credit Agreementresignation, the Required Lenders shall have the right, in consultation with (and, so long as no Event of Default shall then exist, the consent of, such consent not to be unreasonably withheld) the Company, to appoint from among a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor administrative agent for the LendersAdministrative Agent, which successor administrative agent shall be consented a bank with an office in New York, New York or an Affiliate of any such bank. In both cases, such appointment shall be subject to by the Borrower at all times other than during prior written approval of the existence of Company (which approval may not be unreasonably withheld and shall not be required while an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayedhas occurred and is continuing). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its any appointment as Administrative Agent by a successor administrative agent hereunderAdministrative Agent, the Person acting as such successor administrative agent Administrative Agent shall succeed to to, and become vested with, all the rights, powers powers, privileges and duties of the retiring Administrative Agent, L/C Issuer and Swing Line Lender and . Upon the respective terms “acceptance of appointment as Administrative Agent by a successor Administrative Agent,” “L/C Issuer” and “Swing Line Lender” thereafter shall mean such successor administrative agent, Letter of Credit issuer and swing line lender, and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated discharged from its duties and obligations under this Agreement and the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such shall be terminated, without any other or further act or deed on the part of such retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation of the successor L/C Issuer Loan Documents. Prior to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents. (b) Notwithstanding paragraph (a) of this Section, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders, the Issuing Banks and the Company, whereupon, on the date of effectiveness of such resignation stated in such notice, (i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (ii) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided that (A) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (B) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall directly be given or made to each Lender and each Issuing Bank. Following the effectiveness of the Administrative Agent’s resignation from its capacity as such, the provisions of this Article IX and Sections 10.04 Section 9.03, as well as any exculpatory, reimbursement and 10.05 indemnification provisions set forth in any other Loan Document, 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 Administrative Agent under this Credit Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date thirty (30) days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent was acting as 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 for above.

Successor Administrative Agent. The Administrative Agent may resign as at any time by giving written notice thereof to Banks, WPC and Borrower, such resignation to be effective upon the appointment of a successor Administrative Agent upon or, if no successor Administrative Agent has been appointed, forty-five (45) days after the retiring Administrative Agent gives notice of its intention to resign. Administrative Agent may be removed at any time with or without cause by written notice received by Administrative Agent from Required Banks, such removal to be effective on the date specified by Required Banks. Upon any such resignation or removal, Required Banks shall have the right to appoint, on behalf of WPC, Borrower and the Banks, a successor Administrative Agent, which shall be approved by Borrower, such approval not to be unreasonably withheld; provided, that, WPC and Borrower shall not have the right to approve any successor Administrative Agent appointed during the continuance of any Default. If no successor Administrative Agent shall have been so appointed by Required Banks within thirty (30) days’ notice to days after the Lenders; provided, that any such resignation by Bank of America shall also constitute its resignation as L/C Issuer and Swing Line Lender. If the Administrative Agent resigns under this Credit Agreement, the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, which successor administrative agent shall be consented to by the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the resigning Administrative Agent’s giving notice of its intention to resign, then the resigning Administrative Agent may appoint, after consulting with the Lenders on behalf of WPC, Borrower and the BorrowerBanks, a successor administrative agent from among Administrative Agent which shall be approved by WPC and Borrower, such approval not to be unreasonably withheld; provided, that, WPC and Borrower shall not have the Lendersright to approve any successor Administrative Agent appointed during the continuance of any Default. If Administrative Agent has resigned or been removed and no successor Administrative Agent has been appointed, Banks may perform all the duties of Administrative Agent hereunder and Borrower shall make all payments in respect of the Obligations to the applicable Bank and for all other purposes shall deal directly with the Banks. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be a commercial bank having capital and retained earnings of at least $100,000,000. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successor administrative agent hereunderAdministrative Agent, the Person acting as such successor administrative agent Administrative Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the retiring resigning or removed Administrative Agent. Upon the effectiveness of the resignation or removal of Administrative Agent, L/C Issuer and Swing Line Lender and the respective terms “Administrative Agent,” “L/C Issuer” and “Swing Line Lender” thereafter shall mean such successor administrative agent, Letter of Credit issuer and swing line lender, and the retiring Administrative Agent’s appointment, powers and duties as resigning or removed Administrative Agent shall be terminated discharged from its duties and obligations hereunder and under the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such shall be terminated, without any other or further act or deed on Loan Papers. After the part of such retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation effectiveness of the successor L/C Issuer to issue letters resignation or removal of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent’s resignation hereunder as an Administrative Agent, the provisions of this Article IX and Sections 10.04 and 10.05 XIII shall inure to its continue in effect for the benefit as to of such Administrative Agent in respect of any actions taken or omitted to be taken by it while it was Administrative Agent under this Credit Agreement. If no successor administrative agent has accepted appointment acting as Administrative Agent hereunder and under the other Loan Papers. In the event that there is a successor to Administrative Agent by merger, or Administrative Agent assigns its duties and obligations to an Affiliate pursuant to this Section 13.12, then the date thirty (30) days following a retiring term “Prime Rate” as used in this Agreement shall mean the prime rate, base rate or other analogous rate of the new 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 for above.

Successor Administrative Agent. (a) The Administrative Agent may resign as Administrative Agent upon thirty (30) at any time by giving 30 days’ prior written notice thereof to the Lenders; provided, that the Issuing Banks and the Borrower, whether or not a successor Administrative Agent has been appointed. Upon any such resignation by Bank of America shall also constitute its resignation as L/C Issuer and Swing Line Lender. If the Administrative Agent resigns under this Credit Agreementresignation, the Required Lenders shall have the right to appoint from among a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor administrative agent for the LendersAdministrative Agent, which successor administrative agent shall be consented a bank with an office in New York, New York or an Affiliate of any such bank. In either case, such appointment shall be subject to by the prior written approval of the Borrower at all times other than during the existence of (which approval may not be unreasonably withheld and shall not be required while an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayedhas occurred and is continuing). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its any appointment as Administrative Agent by a successor administrative agent hereunderAdministrative Agent, the Person acting as such successor administrative agent Administrative Agent shall succeed to to, and become vested with, all the rights, powers powers, privileges and duties of the retiring Administrative Agent, L/C Issuer and Swing Line Lender and . Upon the respective terms “acceptance of appointment as Administrative Agent by a successor Administrative Agent,” “L/C Issuer” and “Swing Line Lender” thereafter shall mean such successor administrative agent, Letter of Credit issuer and swing line lender, and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated discharged from its duties and obligations under this Agreement and the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such shall be terminated, without any other or further act or deed on the part of such retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation of the successor L/C Issuer Loan Documents. Prior to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents. (b) Notwithstanding Section 11.05(a), in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders, the Issuing Banks and the Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents; provided that, solely for purposes of maintaining any security interest granted to the Administrative Agent under any Security Instrument for the benefit of the Secured Parties, the retiring Administrative Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Secured Parties, and continue to be entitled to the rights set forth in such Security Instruments and the other Loan Documents, and, in the case of any Collateral in the possession of the Administrative Agent, shall continue to hold such Collateral, in each case until such time as a successor Administrative Agent is appointed and accepts such appointment in accordance with this Section (it being understood and agreed that the retiring Administrative Agent shall have no duty or obligation to take any further action under any Security Instrument, including any action required to maintain the perfection of any such security interest), and (ii) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided that (A) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (B) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall directly be given or made to each Lender and each Issuing Bank. Following the effectiveness of the Administrative Agent’s resignation from its capacity as such, the provisions of this Article IX and Sections 10.04 Section 12.03, as well as any exculpatory, reimbursement and 10.05 indemnification provisions set forth in any other Loan Document, 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 the retiring Administrative Agent under this Credit Agreement. If no successor administrative agent has accepted appointment was acting as Administrative Agent by the date 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 Lenders shall perform all in respect of the duties of matters referred to in the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for proviso under clause (i) above.

Successor Administrative Agent. (a) The Administrative Agent may resign as Administrative Agent upon at any time by giving thirty (30) days’ prior written notice thereof to the Lenders; providedLenders and the Borrowers, that whether or not a successor Administrative Agent has been appointed. Upon any such resignation by Bank of America shall also constitute its resignation as L/C Issuer and Swing Line Lender. If the Administrative Agent resigns under this Credit Agreementresignation, the Required Lenders shall appoint from among have the Lenders a successor administrative agent for right (subject to the Lendersprior written approval of the Borrowers, which successor administrative agent approval may not be unreasonably withheld, conditioned or delayed and shall not be consented to by the Borrower at all times other than during the existence of required while an Event of Default has occurred and is continuing) to appoint one of the Lenders to be successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within thirty (30) days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint one of the Lenders to be successor Administrative Agent. In either case, such appointment shall be subject to the prior written approval of the Borrowers (which consent of the Borrower shall approval may not be unreasonably withheld or delayedand shall not be required while an Event of Default has occurred and is continuing). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its any appointment as Administrative Agent by a successor administrative agent hereunderAdministrative Agent, the Person acting as such successor administrative agent Administrative Agent shall succeed to to, and become vested with, all the rights, powers powers, privileges and duties of the retiring Administrative Agent, L/C Issuer and Swing Line Lender and . Upon the respective terms “acceptance of appointment as Administrative Agent by a successor Administrative Agent,” “L/C Issuer” and “Swing Line Lender” thereafter shall mean such successor administrative agent, Letter of Credit issuer and swing line lender, and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated discharged from its duties and obligations under this Agreement and the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such shall be terminated, without any other or further act or deed on the part of such retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation of the successor L/C Issuer Loan Documents. Prior to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents. (b) Notwithstanding paragraph (a) of this Section, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders and the Borrowers, whereupon, on the date of effectiveness of such resignation stated in such notice, (i) the retiring Administrative Agent shall be discharged from its duties and obligations as the Administrative Agent hereunder and under the other Loan Documents; provided that, solely for purposes of maintaining any security interest granted to the Administrative Agent for the benefit of the Lenders, the retiring Administrative Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Lenders, and continue to be entitled to the rights set forth in any related security documents, and, in the case of any collateral in the possession of the Administrative Agent, shall continue to hold such collateral, in each case until such time as a successor Administrative Agent is appointed and accepts such appointment in accordance with this Section (it being understood and agreed that the retiring Administrative Agent shall have no duty or obligation to take any further action under any security document, including any action required to maintain the perfection of any such security interest), and (ii) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided that (A) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (B) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall directly be given or made to each Lender. Following the effectiveness of the Administrative Agent’s resignation from its capacity as such, the provisions of this Article IX Section 8 and Sections 10.04 Section 9.5, as well as any exculpatory, reimbursement and 10.05 indemnification provisions set forth in any other Loan Document, 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 the retiring Administrative Agent under this Credit Agreement. If no successor administrative agent has accepted appointment was acting as Administrative Agent by the date 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 Lenders shall perform all in respect of the duties of matters referred to in the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for proviso under clause (i) above.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent at any time upon thirty (30) 30 days’ notice to the Lenders; provided, that any Lenders with a copy of such resignation by Bank of America shall also constitute its resignation as L/C Issuer and Swing Line Lendernotice to the Borrower. If the Administrative Agent resigns under this Credit Agreement, the Required Majority Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, Lenders which successor administrative agent shall be consented to by the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld withheld, delayed or delayedconditioned). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and and, so long as no Event of Default has occurred which is continuing, upon written approval of the BorrowerBorrower (which approval of the Borrower shall not be unreasonably withheld, delayed or conditioned), a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, the Person acting as such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, L/C Issuer the retiring Administrative Agent shall be discharged from all of its duties and Swing Line Lender obligations hereunder or under the Loan Documents and the respective terms term “Administrative Agent,” “L/C Issuer” and “Swing Line Lender” thereafter shall mean such successor administrative agent, Letter of Credit issuer and swing line lender, agent and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated and the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such shall be terminated, without any other or further act or deed on the part of such retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation of the successor L/C Issuer to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article IX XI and Sections 10.04 12.03 and 10.05 12.05 shall inure to the benefit of such retiring Administrative Agent, its benefit sub-agents or attorneys in fact and the Administrative Agent’s Related Parties as to any actions taken or omitted to be taken by it any of them while it the retiring Administrative Agent was Administrative Agent under this Credit Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date thirty (30) 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 the Administrative Agent hereunder until such time, if any, as the Required Majority Lenders appoint a successor agent as provided for above; provided that in the case of any security held by the Administrative Agent on behalf of the Lenders under the Loan Documents, the retiring Administrative Agent shall continue to hold such security until such time as a successor administrative agent is appointed.

Successor Administrative Agent. The (a) Administrative Agent shall have the right to resign at any time by giving prior written notice thereof to Lenders and Borrower and Administrative Agent may resign be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to Borrower and Administrative Agent and signed by Requisite Lenders. Administrative Agent shall have the right to appoint a financial institution to act as Administrative Agent hereunder, subject to the reasonable satisfaction of Borrower and the Requisite Lenders, and Administrative Agent’s resignation shall become effective on the earlier of (i) the acceptance of such successor Administrative Agent by Borrower and the Requisite Lenders or (ii) the thirtieth day after such notice of resignation. Upon any such notice of resignation or any such removal, if a successor Administrative Agent has not already been appointed by the retiring Administrative Agent, Requisite Lenders shall have the right, upon thirty (30) daysfive Business Days’ notice to the Lenders; providedBorrower, that any such resignation by Bank of America shall also constitute its resignation as L/C Issuer and Swing Line Lenderto appoint a successor Administrative Agent. If the neither Requisite Lenders nor Administrative Agent resigns under this Credit Agreement, the Required Lenders shall appoint from among the Lenders have appointed a successor administrative agent for the Lenders, which successor administrative agent shall be consented to by the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting Requisite Lenders shall be deemed to have succeeded to and become vested with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, the Person acting as such successor administrative agent shall succeed to all the rights, powers powers, privileges and duties of the retiring Administrative Agent, L/C Issuer and Swing Line Lender and . Upon the respective terms “acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent,” “L/C Issuer” , that successor Administrative Agent shall thereupon succeed to and “Swing Line Lender” thereafter shall mean such successor administrative agentbecome vested with all the rights, Letter powers, privileges and duties of Credit issuer and swing line lender, the retiring or removed Administrative Agent and the retiring or removed Administrative Agent’s appointmentAgent shall promptly transfer to such successor Administrative Agent 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, powers and duties as whereupon such retiring or removed Administrative Agent shall be terminated discharged from its duties and the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such shall be terminated, without any other or further act or deed on the part of such retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation of the successor L/C Issuer to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credithereunder. After any retiring or removed Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX and Sections 10.04 and 10.05 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 Credit Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date 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 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 for abovehereunder.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon thirty (30) days’ notice to Lenders and Borrowers. Additionally, if the Lenders; providedPerson serving as Administrative Agent is a Defaulting Lender, that commits gross negligence or willful misconduct in exercising its rights and obligations hereunder or under any of the other Loan Documents, or is no longer an Arranger hereunder, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to Borrowers and such resignation by Bank of America shall also constitute its resignation Person, remove such Person as L/C Issuer and Swing Line LenderAdministrative Agent. If the Administrative Agent resigns or is so removed by the Required Lenders under this Credit Agreement, the Required Lenders shall shall, (i) within thirty (30) days after receipt of Administrative Agent’s notice of resignation or (ii) within five Business Days of the removal of Administrative Agent, as applicable, appoint from among the Lenders a successor administrative agent for the Lenders, which successor administrative agent shall be consented to by the Borrower Borrowers at all times other than during the existence of an Event of a Default (which consent of the Borrower Borrowers shall not be unreasonably withheld or delayed). If no Upon the acceptance by the successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, the Person acting retiring Administrative Agent’s resignation or removal, as applicable, shall be effective, such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, L/C Issuer and Swing Line Lender Agent and the respective terms term “Administrative Agent,” “L/C Issuer” and “Swing Line Lender” thereafter shall mean such successor administrative agent, Letter of Credit issuer and swing line lender, and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated terminated. 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, or on or before the removal day specified by Required Lenders in their removal notice to Administrative Agent and Borrowers, whichever applies, then the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such shall be terminated, without any other or further act or deed on the part of such retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation of retiring Administrative Agent holding the largest Commitment shall automatically become the successor L/C Issuer to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to administrative agent; it being understood and agreed that the retiring L/C Issuer to effectively assume Administrative Agent’s resignation or removal, as applicable, shall in all instances become effective upon such thirtieth (30th) day, or upon the obligations of the retiring L/C Issuer with respect to such Letters of Creditremoval day set forth in Required Lenders’ removal notice, whichever applies. After the effective date any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX VIII and other applicable Sections 10.04 and 10.05 of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Credit Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date 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 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 for above.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon thirty (30) days’ at any time by giving written notice thereof to the Lenders; provided, that Lenders and the Parent Borrower. Upon any such resignation by Bank of America shall also constitute its resignation as L/C Issuer and Swing Line Lender. If the Administrative Agent resigns under this Credit Agreementresignation, the Required Lenders shall have the right to appoint from among the Lenders a successor administrative agent for the Lenders, which successor administrative agent shall be consented to by the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayed)Administrative Agent. If no successor administrative agent is Administrative Agent shall have been so appointed prior to by the effective date Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the resignation of the Lenders, appoint a successor Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent selected from among the Lenders. In either case, such appointment shall be subject to the prior written approval of the Parent Borrower (which approval may not be unreasonably withheld and shall not be required upon the occurrence and during the continuance of an Event of Default). Upon the acceptance of its any appointment as Administrative Agent by a successor administrative agent hereunderAdministrative Agent, the Person acting as such successor administrative agent Administrative Agent shall succeed to to, and become vested with, all the rights, powers powers, privileges and duties of the retiring Administrative Agent, L/C Issuer and Swing Line Lender and the respective terms “Administrative Agent,” “L/C Issuer” and “Swing Line Lender” thereafter shall mean such successor administrative agent, Letter of Credit issuer and swing line lender, and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated discharged from its duties and obligations under this Agreement and the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such shall be terminated, without any other or further act or deed on the part of such retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation of the successor L/C Issuer Loan Documents. Prior to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents. After such resignation, the retiring Administrative Agent shall continue to have the benefit of this Article IX and Sections 10.04 and 10.05 shall inure to its benefit Section 9 as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Credit AgreementAgreement and the other Loan Documents. If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Parent Borrower and such Person remove such Person as Administrative Agent and, in consultation with the Parent Borrower, appoint a successor. If no such successor administrative agent has accepted appointment as Administrative Agent shall have been so appointed by the date 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 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 and shall have accepted such appointment within 30 days (or such earlier day as provided for aboveshall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.

Successor Administrative Agent. (a) The Administrative Agent may resign as Administrative Agent upon thirty (30) at any time by giving 30 days’ prior written notice thereof to the Lenders; provided, that the Issuing Banks and the Borrower, whether or not a successor Administrative Agent has been appointed. Upon any such resignation by Bank of America shall also constitute its resignation as L/C Issuer and Swing Line Lender. If the Administrative Agent resigns under this Credit Agreementresignation, the Required Lenders shall have the right to appoint from among a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Xxxxxxx, and shall have accepted such appointment, within thirty (30) days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor administrative agent for the LendersAdministrative Agent, which successor administrative agent shall be consented a bank with an office in New York, New York or an Affiliate of any such bank. In either case, such appointment shall be subject to by the prior written approval of the Borrower at all times other than during the existence of (which approval may not be unreasonably withheld and shall not be required while an Event of Default under Section 7.01(a), (which consent of the Borrower shall not be unreasonably withheld f) or delayed(g) has occurred and is continuing). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its any appointment as Administrative Agent by a successor administrative agent hereunderAdministrative Agent, the Person acting as such successor administrative agent Administrative Agent shall succeed to to, and become vested with, all the rights, powers powers, privileges and duties of the retiring Administrative Agent, L/C Issuer and Swing Line Lender and . Upon the respective terms “acceptance of appointment as Administrative Agent by a successor Administrative Agent,” “L/C Issuer” and “Swing Line Lender” thereafter shall mean such successor administrative agent, Letter of Credit issuer and swing line lender, and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated discharged from its duties and obligations under this Agreement and the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such shall be terminated, without any other or further act or deed on the part of such retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation of the successor L/C Issuer Loan Documents. Prior to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents. (b) Notwithstanding paragraph (a) of this Section, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders, the Issuing Banks and the Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents; provided that, solely for purposes of maintaining any security interest granted to the Administrative Agent under any Collateral Document for the benefit of the Secured Parties, the retiring Administrative Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Secured Parties, and continue to be entitled to the rights set forth in such Collateral Document and Loan Document, and, in the case of any Collateral in the possession of the Administrative Agent, shall continue to hold such Collateral, in each case until such time as a successor Administrative Agent is appointed and accepts such appointment in accordance with this Section (it being understood and agreed that the retiring Administrative Agent shall have no duty or obligation to take any further action under any SecurityCollateral Document, including any action required to maintain the perfection of any such security interest), and (ii) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided that (A) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (B) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall directly be given or made to each Lender and each Issuing Bank. Following the effectiveness of the Administrative Agent’s resignation from its capacity as such, the provisions of this Article IX VIII, Section 2.17(c) and Sections 10.04 Section 9.03, as well as any exculpatory, reimbursement and 10.05 indemnification provisions set forth in any other Loan Document, 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 the retiring Administrative Agent under this Credit Agreement. If no successor administrative agent has accepted appointment was acting as Administrative Agent by the date 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 Lenders shall perform all in respect of the duties of matters referred to in the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for proviso under clause (a) above.

Successor Administrative Agent. (a) The Administrative Agent may resign as Administrative Agent upon thirty (30) at any time by giving 30 days’ prior written notice thereof to the Lenders; provided, that any such resignation by Bank of America shall also constitute its resignation as the L/C Issuer Issuers and Swing Line Lender. If the Borrower, whether or not a successor Administrative Agent resigns under this Credit Agreementhas been appointed. Upon any such resignation, the Required Lenders shall have the right to appoint from among a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the L/C Issuers, appoint a successor administrative agent for the LendersAdministrative Agent, which successor administrative agent shall be consented a bank with an office in New York, New York or an Affiliate of any such bank. In either case, such appointment shall be subject to by the prior written approval of the Borrower at all times other than during the existence of (which approval may not be unreasonably withheld and shall not be required while an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayedhas occurred and is continuing). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its any appointment as Administrative Agent by a successor administrative agent hereunderAdministrative Agent, the Person acting as such successor administrative agent Administrative Agent shall succeed to to, and become vested with, all the rights, powers powers, privileges and duties of the retiring Administrative Agent, L/C Issuer and Swing Line Lender and . Upon the respective terms “acceptance of appointment as Administrative Agent by a successor Administrative Agent,” “L/C Issuer” and “Swing Line Lender” thereafter shall mean such successor administrative agent, Letter of Credit issuer and swing line lender, and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated discharged from its duties and obligations under this Agreement and the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be terminated, without any other or further act or deed on the part of same as those payable to its predecessor unless otherwise agreed between the Borrower and such retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation of the successor L/C Issuer successor. Prior to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents. (b) Notwithstanding paragraph (a) of this Section, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders, the L/C Issuers and the Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the L/C Issuers under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (ii) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided that (A) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (B) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall directly be given or made to each Lender and each L/C Issuer. Following the effectiveness of the Administrative Agent’s resignation from its capacity as such, the provisions of this Article IX VIII and Sections 10.04 Section 9.03, as well as any exculpatory, reimbursement and 10.05 indemnification provisions set forth in any other Loan Document, 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 the retiring Administrative Agent under this Credit Agreement. If no successor administrative agent has accepted appointment was acting as Administrative Agent by the date 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 Lenders shall perform all in respect of the duties of matters referred to in the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for proviso under clause (i) above.

Successor Administrative Agent. The Administrative Agent may resign as at any time by giving written notice thereof to the Lenders and the Borrower, such resignation to be effective upon the appointment of a successor Administrative Agent upon or, if no successor Administrative Agent has been appointed, thirty (30) days’ days after the retiring Administrative Agent gives notice of its intention to resign. Upon any such resignation, the Required Lenders shall have the right to appoint (upon consultation with the Borrower as long as no Event of Default exists), on behalf of the Borrower and the Lenders; provided, that a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders within fifteen (15) days after the resigning Administrative Agent’s giving notice of its intention to resign, then the resigning Administrative Agent may appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent. Notwithstanding the previous sentence, the Administrative Agent may at any such resignation by Bank time without the consent of America shall also constitute the Borrower or any Lender, appoint any of its resignation Affiliates which is a commercial bank as L/C Issuer and Swing Line Lendera successor Administrative Agent hereunder. If the Administrative Agent resigns under this Credit Agreementhas resigned and no successor Administrative Agent has been appointed, the Required Lenders shall appoint from among may perform all the Lenders a successor administrative agent for duties of the Lenders, which successor administrative agent shall be consented to by the Borrower at all times other than during the existence of an Event of Default (which consent of Administrative Agent hereunder and the Borrower shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior make all payments in respect of the Obligations to the effective date applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. 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 resigning Administrative Agent. Upon the effectiveness of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, the Person acting as such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, L/C Issuer and Swing Line Lender and the respective terms “Administrative Agent,” “L/C Issuer” and “Swing Line Lender” thereafter shall mean such successor administrative agent, Letter of Credit issuer and swing line lender, and the retiring Administrative Agent’s appointment, powers and duties as resigning Administrative Agent shall be terminated discharged from its duties and obligations hereunder and under the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such shall be terminated, without any other or further act or deed on Loan Documents. After the part of such retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation effectiveness of the successor L/C Issuer to issue letters resignation of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent’s resignation hereunder as an Administrative Agent, the provisions of this Article IX and Sections 10.04 and 10.05 X shall inure to its continue in effect for the benefit as to of such Administrative Agent in respect of any actions taken or omitted to be taken by it while it was Administrative Agent under this Credit Agreement. If no successor administrative agent has accepted appointment acting as Administrative Agent by the date 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 Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as and under the Required Lenders appoint other Loan Documents. In the event that there is a successor agent to the Administrative Agent by merger, or the Administrative Agent assigns its duties and obligations to an Affiliate pursuant to this Section 10.12, then the term “Prime Rate” as provided for aboveused in this Agreement shall mean the prime rate, base rate or other analogous rate of the new Administrative Agent.

Successor Administrative Agent. (a) The Administrative Agent may resign as Administrative Agent upon thirty (30) at any time by giving 30 days’ prior written notice thereof to the Lenders; provided, that the Issuing Banks and the Borrower, whether or not a successor Administrative Agent has been appointed. Upon any such resignation by Bank of America shall also constitute its resignation as L/C Issuer and Swing Line Lender. If the Administrative Agent resigns under this Credit Agreementresignation, the Required Lenders shall have the right to appoint from among a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor administrative agent for the LendersAdministrative Agent, which successor administrative agent shall be consented a bank with an office in New York, New York or an Affiliate of any such bank. In either case, such appointment shall be subject to by the prior written approval of the Borrower at all times other than during the existence of (which approval may not be unreasonably withheld and shall not be required while an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayedhas occurred and is continuing). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its any appointment as Administrative Agent by a successor administrative agent hereunderAdministrative Agent, the Person acting as such successor administrative agent Administrative Agent shall succeed to to, and become vested with, all the rights, powers powers, privileges and duties of the retiring Administrative Agent, L/C Issuer and Swing Line Lender and . Upon the respective terms “acceptance of appointment as Administrative Agent by a successor Administrative Agent,” “L/C Issuer” and “Swing Line Lender” thereafter shall mean such successor administrative agent, Letter of Credit issuer and swing line lender, and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated discharged from its duties and obligations under this Agreement and the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such shall be terminated, without any other or further act or deed on the part of such retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation of the successor L/C Issuer Loan Documents. Prior to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents. (b) Notwithstanding paragraph (a) of this Section, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders, the Issuing Banks and the Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents; and (ii) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided that (A) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (B) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall directly be given or made to each Lender and Issuing Bank. Following the effectiveness of the Administrative Agent’s resignation from its capacity as such, the provisions of this Article IX and Sections 10.04 Section 9.03, as well as any exculpatory, reimbursement and 10.05 indemnification provisions set forth in any other Loan Document, 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 Administrative Agent under this Credit Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date thirty (30) days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent was acting as 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 for above.

Successor Administrative Agent. The Administrative Agent may resign as at any time by giving thirty days’ prior written notice thereof to Lenders and Borrower, and Administrative Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to Borrower and Administrative Agent and signed by Requisite Lenders. Upon any such notice of resignation or any such removal, Requisite Lenders shall have the right, upon thirty (30) daysfive Business Days’ notice to the Lenders; providedBorrower, that any such resignation by Bank of America shall also constitute its resignation as L/C Issuer and Swing Line Lender. If the Administrative Agent resigns under this Credit Agreement, the Required Lenders shall to appoint from among the Lenders a successor administrative agent for the Lenders, which successor administrative agent shall be consented to by the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successor administrative agent hereunderAdministrative Agent, the Person acting as such that successor administrative agent Administrative Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the retiring or removed Administrative 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 hereunder. If the Requisite Lenders have not appointed a successor Administrative Agent, Administrative Agent shall have the right to appoint a financial institution to act as Administrative Agent hereunder and in any case, Administrative Agent’s resignation shall become effective on the thirtieth day after such notice of resignation. If neither the Requisite Lenders nor Administrative Agent have appointed a successor Administrative Agent, the Requisite Lenders shall be deemed to succeeded to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, L/C Issuer and Swing Line Lender and the respective terms “Administrative Agent,” “L/C Issuer” and “Swing Line Lender” thereafter shall mean such successor administrative agent, Letter of Credit issuer and swing line lender, and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated and the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such shall be terminated, without any other or further act or deed on the part of such retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation of the successor L/C Issuer to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring or removed Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX and Sections 10.04 and 10.05 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 Credit Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date 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 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 for abovehereunder.

Successor Administrative Agent. (a) The Administrative Agent may resign as Administrative Agent upon thirty (30) at any time by giving 30 days’ prior written notice thereof to the Lenders; provided, that the Letter of Credit Issuer and the Borrower, whether or not a successor Administrative Agent has been appointed. Upon any such resignation by Bank of America shall also constitute its resignation as L/C Issuer and Swing Line Lender. If the Administrative Agent resigns under this Credit Agreementresignation, the Required Lenders shall have the right to appoint from among a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Letter of Credit Issuer, appoint a successor administrative agent for the LendersAdministrative Agent, which successor administrative agent shall be consented a bank with an office in New York, New York or an Affiliate of any such bank with an office in New York, New York. In either case, such appointment shall be subject to by the prior written approval of the Borrower at all times other than during the existence of (which approval may not be unreasonably withheld and shall not be required while an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayedhas occurred and is continuing). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its any appointment as Administrative Agent by a successor administrative agent hereunderAdministrative Agent, the Person acting as such successor administrative agent Administrative Agent shall succeed to to, and become vested with, all the rights, powers powers, privileges and duties of the retiring Administrative Agent, L/C Issuer and Swing Line Lender and . Upon the respective terms “acceptance of appointment as Administrative Agent by a successor Administrative Agent,” “L/C Issuer” and “Swing Line Lender” thereafter shall mean such successor administrative agent, Letter of Credit issuer and swing line lender, and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated discharged from its duties and obligations under this Agreement and the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such shall be terminated, without any other or further act or deed on the part of such retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation of the successor L/C Issuer Credit Documents. Prior to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Credit Documents. (b) Notwithstanding paragraph (a) of this Section 10.5, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders, the Letter of Credit Issuer and the Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents; provided that, solely for purposes of maintaining any security interest granted to the Administrative Agent under any Security Document for the benefit of the Secured Parties, the retiring Administrative Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Secured Parties, and continue to be entitled to the rights set forth in such Security Document and Credit Document, and, in the case of any Collateral in the possession of the Administrative Agent, shall continue to hold such Collateral, in each case until such time as a successor Administrative Agent is appointed and accepts such appointment in accordance with this Section (it being understood and agreed that the retiring Administrative Agent shall have no duty or obligation to take any further action under any Security Document, including any action required to maintain the perfection of any such security interest), and (ii) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided that (A) all payments required to be made hereunder or under any other Credit Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (B) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall directly be given or made to each Lender and each Letter of Credit Issuer. Following the effectiveness of the Administrative Agent’s resignation from its capacity as such, the provisions of this Article IX Section 12 and Sections 10.04 Section 13.5, as well as any exculpatory, reimbursement and 10.05 indemnification provisions set forth in any other Credit Document, 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 the retiring Administrative Agent under this Credit Agreement. If no successor administrative agent has accepted appointment was acting as Administrative Agent by the date 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 Lenders shall perform all in respect of the duties of matters referred to in the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for proviso under clause (i) above.

Successor Administrative Agent. (a) The Administrative Agent may resign as Administrative Agent upon thirty (30) at any time by giving 30 days’ prior written notice thereof to the Lenders; provided, that the Issuing Banks and the Company, whether or not a successor Administrative Agent has been appointed. Upon any such resignation by Bank of America shall also constitute its resignation as L/C Issuer and Swing Line Lender. If the Administrative Agent resigns under this Credit Agreementresignation, the Required Lenders shall have the right to appoint from among a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor administrative agent for the LendersAdministrative Agent, which successor administrative agent shall be consented a bank with an office in New York, New York or an Affiliate of any such bank. In each case, such appointment shall be subject to by the Borrower at all times other than during prior written approval of the existence of Company (which approval may not be unreasonably withheld and shall not be required while an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayedhas occurred and is continuing). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its any appointment as Administrative Agent by a successor administrative agent hereunderAdministrative Agent, the Person acting as such successor administrative agent Administrative Agent shall succeed to to, and become vested with, all the rights, powers powers, privileges and duties of the retiring Administrative Agent, L/C Issuer and Swing Line Lender and . Upon the respective terms “acceptance of appointment as Administrative Agent by a successor Administrative Agent,” “L/C Issuer” and “Swing Line Lender” thereafter shall mean such successor administrative agent, Letter of Credit issuer and swing line lender, and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated discharged from its duties and obligations under this Agreement and the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such shall be terminated, without any other or further act or deed on the part of such retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation of the successor L/C Issuer Loan Documents. Prior to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents. (b) Notwithstanding paragraph (a) of this Section, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders, the Issuing Banks and the Company, whereupon, on the date of effectiveness of such resignation stated in such notice, (i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (ii) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided that (A) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (B) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall directly be given or made to each Lender and each Issuing Bank. Following the effectiveness of the Administrative Agent’s resignation from its capacity as such, the provisions of this Article IX VIII and Sections 10.04 Section 9.03, as well as any exculpatory, reimbursement and 10.05 indemnification provisions set forth in any other Loan Document, 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 Administrative Agent under this Credit Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date thirty (30) days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent was acting as 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 for above.

Successor Administrative Agent. The Administrative Agent may may, and at the request of Requisite Lenders shall, resign as Administrative Agent upon thirty (30) 30 days’ ' notice to the Lenders; provided, that any such resignation by Bank of America shall also constitute its resignation as L/C Issuer and Swing Line Lender. If the Administrative Agent resigns under this Credit Agreement, the Required Requisite Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, Lenders which successor administrative agent shall be consented subject to by the Borrower prior written consent of Company at all times other than during the existence of an Event of Default (which consent approval of the Borrower Company shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the BorrowerCompany, a successor administrative agent from among Lenders, subject to the Lendersprior written consent of Company at all times other than during the existence of an Event of Default (which approval of Company shall not be unreasonably withheld or delayed). Upon the acceptance of its appointment as successor administrative agent hereunder, the Person acting as such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, L/C Issuer and Swing Line Lender Agent and the respective terms “term "Administrative Agent,” “L/C Issuer” and “Swing Line Lender” thereafter " shall mean such successor administrative agent, Letter of Credit issuer and swing line lender, agent and the retiring Administrative Agent’s 's appointment, powers and duties as Administrative Agent shall be terminated and the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such shall be terminated, without any other or further act or deed on the part of such retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation of the successor L/C Issuer to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent’s 's resignation hereunder as Administrative Agent, the provisions of this Article IX Section 9 and Sections 10.04 10.03 and 10.05 10.13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Credit Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date thirty (30) which is 30 days following a retiring Administrative Agent’s 's notice of resignation, the retiring Administrative Agent’s '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 Requisite Lenders appoint a successor agent as provided for above. Notwithstanding the foregoing, however, Bank of America may not be removed as Administrative Agent at the request of Requisite Lenders unless Bank of America shall also simultaneously be replaced as "Issuing Lender" hereunder pursuant to documentation in form and substance reasonably satisfactory to Bank of America.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon at any time by giving not less than thirty (30) days’ ' prior written notice thereof to Lenders and Borrower Representative. Upon any such resignation, the Requisite Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within thirty (30) days after the resigning Administrative Agent's giving notice of resignation, then the resigning Administrative Agent may, on behalf of Lenders, appoint a successor Administrative Agent, which shall be a Lender, if a Lender is willing to accept such appointment, or otherwise shall be a commercial bank or financial institution or a subsidiary of a commercial bank or financial institution if such commercial bank or financial institution is organized under the laws of the United States of America or of any State thereof and has a combined capital and surplus of at least $300,000,000. If no successor Administrative Agent has been appointed pursuant to the Lenders; providedforegoing by the 30th day after the date such notice of resignation was given by the resigning Administrative Agent, that any such resignation by Bank shall become effective and the Requisite Lenders shall thereafter perform all the duties of America shall also constitute its resignation as L/C Issuer and Swing Line Lender. If the Administrative Agent resigns under this Credit Agreementhereunder until such time, if any, as the Required Requisite Lenders shall appoint from among the Lenders a successor administrative agent for Administrative Agent as provided above. Any successor Administrative Agent appointed by the Lenders, which successor administrative agent Requisite Lenders hereunder shall be consented subject to by the approval of Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall Representative, such approval not to be unreasonably withheld or delayed); provided, however, that such approval shall not be required if a Default or Event of Default shall have occurred and be continuing. If no Upon the acceptance of any appointment as Administrative Agent hereunder by a successor administrative agent is appointed prior Administrative Agent, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning Administrative Agent. Upon the earlier of the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent or the effective date of the resignation of the resigning Administrative Agent's resignation, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, the Person acting as such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, L/C Issuer and Swing Line Lender and the respective terms “Administrative Agent,” “L/C Issuer” and “Swing Line Lender” thereafter shall mean such successor administrative agent, Letter of Credit issuer and swing line lender, and the retiring Administrative Agent’s appointment, powers and duties as resigning Administrative Agent shall be terminated discharged from its duties and obligations under this Agreement and the retiring L/C Issuer’s and Swing Line Lender’s rightsother Loan Documents, powers and duties as such shall be terminated, without except that any indemnity rights or other or further act or deed on the part rights in favor of such retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation of the successor L/C Issuer to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Creditresigning Administrative Agent shall continue. After any retiring resigning Administrative Agent’s 's resignation hereunder as Administrative Agenthereunder, the provisions of this Article IX and Sections 10.04 and 10.05 Section 3.7 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Credit Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date thirty (30) days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective Agreement 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 for aboveother Loan Documents.

Successor Administrative Agent. (a) The Administrative Agent may resign as Administrative Agent upon thirty (30) at any time by giving 30 days’ prior written notice thereof to the Lenders; provided, that the Issuing Banks and the Company, whether or not a successor Administrative Agent has been appointed. Upon any such resignation by Bank of America shall also constitute its resignation as L/C Issuer and Swing Line Lender. If the Administrative Agent resigns under this Credit Agreementresignation, the Required Lenders shall have the right to appoint from among a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor administrative agent for the LendersAdministrative Agent, which successor administrative agent shall be consented a bank with an office in New York, New York or an Affiliate of any such bank. In either case, such appointment shall be subject to by the Borrower at all times other than during prior written approval of the existence of Company (which approval may not be unreasonably withheld and shall not be required while an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayedhas occurred and is continuing). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its any appointment as Administrative Agent by a successor administrative agent hereunderAdministrative Agent, the Person acting as such successor administrative agent Administrative Agent shall succeed to to, and become vested with, all the rights, powers powers, privileges and duties of the retiring Administrative Agent, L/C Issuer and Swing Line Lender and . Upon the respective terms “acceptance of appointment as Administrative Agent by a successor Administrative Agent,” “L/C Issuer” and “Swing Line Lender” thereafter shall mean such successor administrative agent, Letter of Credit issuer and swing line lender, and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated discharged from its duties and obligations under this Agreement and the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such shall be terminated, without any other or further act or deed on the part of such retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation of the successor L/C Issuer Loan Documents. Prior to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents. (b) Notwithstanding paragraph (a) of this Section 14.5, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders, the Issuing Banks and the Company, whereupon, on the date of effectiveness of such resignation stated in such notice, (i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents; provided that, solely for purposes of maintaining any security interest granted to the Administrative Agent under any Security Document for the benefit of the Secured Parties, the retiring Administrative Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Secured Parties, and continue to be entitled to the rights set forth in such Security Document and the other Loan Documents, and, in the case of any Collateral in the possession of the Administrative Agent, shall continue to hold such Collateral, in each case until such time as a successor Administrative Agent is appointed and accepts such appointment in accordance with this Section 14.5 (it being understood and agreed that the retiring Administrative Agent shall have no duty or obligation to take any further action under any Security Document, including any action required to maintain the perfection of any such security interest), and (ii) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided that (A) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (B) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall directly be given or made to each Lender and each Issuing Bank. Following the effectiveness of the Administrative Agent’s resignation from its capacity as such, the provisions of this Article IX Section 14 and Sections 10.04 15.4 and 10.05 15.16, as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan Document, 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 the retiring Administrative Agent under this Credit Agreement. If no successor administrative agent has accepted appointment was acting as Administrative Agent by the date 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 Lenders shall perform all in respect of the duties of matters referred to in the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for proviso to clause (i) above.

Successor Administrative Agent. (a) The Administrative Agent may resign as Administrative Agent upon thirty (30) at any time by giving 30 days’ prior written notice thereof to the Lenders; provided, that the Issuing Banks and the Borrower, whether or not a successor Administrative Agent has been appointed. Upon any such resignation by Bank of America shall also constitute its resignation as L/C Issuer and Swing Line Lender. If the Administrative Agent resigns under this Credit Agreementresignation, the Required Lenders shall have the right to appoint from among a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor administrative agent for the LendersAdministrative Agent, which successor administrative agent shall be consented a bank with an office in New York, New York or an Affiliate of any such bank. In either case, such appointment shall be subject to by the prior written approval of the Borrower at all times other than during the existence of (which approval may not be unreasonably withheld and shall not be required while an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayedhas occurred and is continuing). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its any appointment as Administrative Agent by a successor administrative agent hereunderAdministrative Agent, the Person acting as such successor administrative agent Administrative Agent shall succeed to to, and become vested with, all the rights, powers powers, privileges and duties of the retiring Administrative Agent, L/C Issuer and Swing Line Lender and . Upon the respective terms “acceptance of appointment as Administrative Agent by a successor Administrative Agent,” “L/C Issuer” and “Swing Line Lender” thereafter shall mean such successor administrative agent, Letter of Credit issuer and swing line lender, and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated discharged from its duties and obligations under this Agreement and the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such shall be terminated, without any other or further act or deed on the part of such retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation of the successor L/C Issuer Loan Documents. Prior to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents. (b) Notwithstanding paragraph (a) of this Section, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders, the Issuing Banks and the Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents; provided that, solely for purposes of maintaining any security interest granted to the Administrative Agent under any Collateral Document for the benefit of the Secured Parties, the retiring Administrative Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Secured Parties, and continue to be entitled to the rights set forth in such Collateral Document and Loan Document, and, in the case of any Collateral in the possession of the Administrative Agent, shall continue to hold such Collateral, in each case until such time as a successor Administrative Agent is appointed and accepts such appointment in accordance with this Section (it being understood and agreed that the retiring Administrative Agent shall have no duty or obligation to take any further action under any Collateral Document, including any action required to maintain the perfection of any such security interest), and (ii) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided that (A) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (B) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall directly be given or made to each Lender and each Issuing Bank. Following the effectiveness of the Administrative Agent’s resignation from its capacity as such, the provisions of this Article IX and Sections 10.04 Section 9.03, as well as any exculpatory, reimbursement and 10.05 indemnification provisions set forth in any other Loan Document, 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 the retiring Administrative Agent under this Credit Agreement. If no successor administrative agent has accepted appointment was acting as Administrative Agent by the date 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 Lenders shall perform all in respect of the duties of matters referred to in the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for proviso under clause (i) above.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon thirty (30) days’ days (ten (10) days if an Event of Default has occurred and is continuing) prior written notice to the Lenders (unless such notice is waived by the Required Lenders; provided, that ) and Borrowers (unless such notice is waived by Borrowers) and without any such resignation by notice to the Bank of America shall also constitute its resignation as L/C Issuer and Swing Line LenderProduct Providers. If the Administrative Agent resigns under this Credit Agreement, the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lendersbe entitled, which successor administrative agent shall be consented to by the Borrower at all times other than during the existence of an with (so long as no Event of Default (which has occurred and is continuing) the consent of the Borrower shall Borrowers (such consent not to be unreasonably withheld withheld, delayed, or delayedconditioned), appoint a successor Administrative Agent for the Lenders (and the Bank Product Providers). If, at the time that Administrative Agent’s resignation is effective, it is acting as Issuing Bank or the Swing Lender, such resignation shall also operate to effectuate its resignation as Issuing Bank or the Swing Lender, as applicable, and it shall automatically be relieved of any further obligation to issue Letters of Credit, or to make Swing Loans. If no successor administrative agent Administrative Agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the BorrowerBorrowers, a successor administrative agent Administrative Agent. If Administrative Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Administrative Agent with a successor Administrative Agent from among the LendersLenders with (so long as no Event of Default has occurred and is continuing) the consent of Borrowers (such consent not to be unreasonably withheld, delayed, or conditioned). Upon In any such event, upon the acceptance of its appointment as successor administrative agent Administrative Agent hereunder, the Person acting as such successor administrative agent Administrative Agent shall succeed to all the rights, powers powers, and duties of the retiring Administrative Agent, L/C Issuer and Swing Line Lender Agent and the respective terms term “Administrative Agent,” “L/C Issuer” and “Swing Line Lender” thereafter shall mean such successor administrative agent, Letter of Credit issuer and swing line lender, Administrative Agent and the retiring Administrative Agent’s appointment, powers powers, and duties as Administrative Agent shall be terminated and the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such shall be terminated, without any other or further act or deed on the part of such retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation of the successor L/C Issuer to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article IX and Sections 10.04 and 10.05 Section 15 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Credit Agreement. If no successor administrative agent 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 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 Administrative Agent as provided for above.

Successor Administrative Agent. (a) The Administrative Agent may resign as at any time by giving 30 days’ prior written notice thereof to the Lenders and Alcoa, whether or not a Successor Administrative Agent upon thirty (30) days’ notice to the Lenders; provided, that has been appointed. Upon any such resignation by Bank of America shall also constitute its resignation as L/C Issuer and Swing Line Lender. If the Administrative Agent resigns under this Credit Agreementresignation, the Required Lenders shall have the right to appoint from among the Lenders a successor administrative agent for the Lenders, which successor administrative agent shall be consented to by the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayed)Administrative Agent. If no successor administrative agent is Administrative Agent shall have been so appointed prior to by the effective date Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the resignation of the Lenders, appoint a successor Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent selected from among the Lenders. In either case, such appointment shall be subject to the prior written approval of Alcoa (which approval may not be unreasonably withheld and shall not be required upon the occurrence and during the continuance of an Event of Default). Upon the acceptance of its any appointment as Administrative Agent by a successor administrative agent hereunderAdministrative Agent, the Person acting as such successor administrative agent Administrative Agent shall succeed to to, and become vested with, all the rights, powers powers, privileges and duties of the retiring Administrative Agent, L/C Issuer . Upon the earlier of (x) the date that is 30 days after the giving by the existing Administrative Agent of a resignation notice pursuant to this Section 9.06 and Swing Line Lender and (y) the respective terms “acceptance of appointment as Administrative Agent by a successor Administrative Agent,” “L/C Issuer” and “Swing Line Lender” thereafter shall mean such successor administrative agent, Letter of Credit issuer and swing line lender, and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated discharged from its duties and obligations under this Agreement and the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such shall be terminated, without any other or further act or deed on the part of such retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation of the successor L/C Issuer Loan Documents. Prior to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents. After such resignation, the retiring Administrative Agent shall continue to have the benefit of this Article IX and Sections 10.04 and 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Credit Agreement. If no successor administrative agent has accepted appointment Agreement and the other Loan Documents. (b) In addition to the foregoing, if a Lender becomes, and during the period it remains, a Defaulting Lender, the Issuer may, upon prior written notice to Alcoa and the Administrative Agent, resign as Administrative Agent Issuer effective at the close of business New York time on a date specified in such notice (which date may not be less than 30 days after the date of such notice); provided that such resignation by the date thirty (30) days following a retiring Administrative Agent’s notice Issuer will have no effect on the validity or enforceability of resignation, any Letter of Credit then outstanding or on the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and obligations of any Borrower or any Lender under this Agreement with respect to any such outstanding Letter of Credit or otherwise to 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 for aboveIssuer.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon thirty (30) days’ at any time by giving written notice thereof to the Lenders; provided, that any such resignation by Bank of America shall also constitute its resignation as L/C Issuer and Swing Line Lender. If the Administrative Agent resigns under this Credit Agreement, the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, which successor administrative agent shall be consented to by the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, and the Administrative Agent may be removed at any time with or without cause by written notice received by the Administrative Agent from the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint, without the consent of the Borrower and on behalf of the Lenders, a successor administrative agent from among Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty days after the retiring Administrative Agent's giving notice of resignation, then the retiring Administrative Agent may appoint, without the consent of the Borrower and on behalf of the Lenders, a successor Administrative Agent, which successor Administrative Agent shall be a Lender unless no Lender shall so agree in which event such successor Administrative Agent may be a Person of the Administrative Agent's choosing. 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 commercial bank having capital and retained earnings of at least $100,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successor administrative agent hereunderAdministrative Agent, the Person acting as such successor administrative agent Administrative Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the retiring Administrative Agent, L/C Issuer and Swing Line Lender and the respective terms “Administrative Agent,” “L/C Issuer” and “Swing Line Lender” thereafter shall mean such successor administrative agent, Letter of Credit issuer and swing line lender, and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated discharged from its duties and obligations hereunder and under the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such shall be terminated, without any other or further act or deed on the part of such retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation of the successor L/C Issuer to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of CreditLoan Documents. After any retiring Administrative Agent’s 's resignation hereunder as Administrative Agent, the provisions of this Article IX and Sections 10.04 and 10.05 X 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 Administrative Agent under this Credit Agreement. If no successor administrative agent has accepted appointment acting as Administrative Agent by the date 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 Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as and under the Required Lenders appoint a successor agent as provided for above.other Loan Documents. 57

Successor Administrative Agent. The Administrative Agent may may, and at the request of the Requisite Lenders shall, resign as Administrative Agent upon thirty (30) days’ reasonable notice to the Lenders; provided, that any such resignation Lenders and Borrowers effective upon acceptance of appointment by Bank of America shall also constitute its resignation as L/C Issuer and Swing Line Lendera successor Administrative Agent. If the Administrative Agent resigns shall resign as Administrative Agent under this Credit Agreement, the Required Requisite Lenders shall appoint from among the Lenders a successor administrative agent Administrative Agent for the Lenders, which successor administrative agent Administrative Agent shall be consented to approved by the Borrower at all times other than during the existence of an Event of Default Borrowers (which consent of the Borrower and such approval shall not be unreasonably withheld or delayed). If no successor administrative agent Administrative Agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the BorrowerBorrowers, a successor administrative agent Administrative Agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent Administrative Agent hereunder, the Person acting as such successor administrative agent Administrative Agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, L/C Issuer and Swing Line Lender Agent and the respective terms “term "Administrative Agent,” “L/C Issuer” and “Swing Line Lender” thereafter " shall mean such successor administrative agent, Letter of Credit issuer and swing line lender, Administrative Agent and the retiring Administrative Agent’s 's appointment, powers and duties as Administrative Agent shall be terminated and the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such shall be terminated, without any other or further act or deed on the part of such retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation of the successor L/C Issuer to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent’s 's resignation hereunder as Administrative Agent, the provisions of this Article IX ARTICLE 13, and Sections 10.04 14.3, 14.11 and 10.05 14.22, shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Credit Agreement. If Notwithstanding the foregoing, if (a) the Administrative Agent has not been paid its agency fees under Section 3.6 or has not been reimbursed for any expense reimbursable to it under Section 14.3, in either case for a period of at least one (1) year and (b) no successor administrative agent Administrative Agent has accepted appointment as Administrative Agent by the date which is thirty (30) days following a retiring Administrative Agent’s 's notice of resignation, the retiring Administrative Agent’s '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 Requisite Lenders appoint a successor agent Administrative Agent as provided for above.

Successor Administrative Agent. The Administrative Agent may resign as at any time by giving written notice thereof to Banks and Borrower, such resignation to be effective upon the appointment of a successor Administrative Agent upon or, if no successor Administrative Agent has been appointed, forty-five (45) days after the retiring Administrative Agent gives notice of its intention to resign. Upon any such resignation, Required Banks shall have the right to appoint, on behalf of Borrower and the Banks, a successor Administrative Agent, which shall be approved by Borrower, such approval not to be unreasonably withheld; provided, that, Borrower shall not have the right to approve any successor Administrative Agent appointed during the continuance of any Default. If no successor Administrative Agent shall have been so appointed by Required Banks within thirty (30) days’ notice to days after the Lenders; provided, that any such resignation by Bank of America shall also constitute its resignation as L/C Issuer and Swing Line Lender. If the Administrative Agent resigns under this Credit Agreement, the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, which successor administrative agent shall be consented to by the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the resigning Administrative Agent's giving notice of its intention to resign, then the resigning Administrative Agent may appoint, after consulting with the Lenders on behalf of Borrower and the BorrowerBanks, a successor administrative agent from among Administrative Agent which shall be approved by Borrower, such approval not to be unreasonably withheld; provided, that, Borrower shall not have the Lendersright to approve any successor Administrative Agent appointed during the continuance of any Default. If Administrative Agent has resigned and no successor Administrative Agent has been appointed, Banks may perform all the duties of Administrative Agent hereunder and Borrower shall make all payments in respect of the Obligations to the applicable Bank and for all other purposes shall deal directly with the Banks. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be a commercial bank having capital and retained earnings of at least $100,000,000. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successor administrative agent hereunderAdministrative Agent, the Person acting as such successor administrative agent Administrative Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the retiring resigning Administrative Agent. Upon the effectiveness of the resignation of Administrative Agent, L/C Issuer and Swing Line Lender and the respective terms “Administrative Agent,” “L/C Issuer” and “Swing Line Lender” thereafter shall mean such successor administrative agent, Letter of Credit issuer and swing line lender, and the retiring Administrative Agent’s appointment, powers and duties as resigning Administrative Agent shall be terminated discharged from its duties and obligations hereunder and under the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such shall be terminated, without any other or further act or deed on Loan Papers. After the part of such retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation effectiveness of the successor L/C Issuer to issue letters resignation of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent’s resignation hereunder as an Administrative Agent, the provisions of this Article IX and Sections 10.04 and 10.05 XII shall inure to its continue in effect for the benefit as to of such Administrative Agent in respect of any actions taken or omitted to be taken by it while it was Administrative Agent under this Credit Agreement. If no successor administrative agent has accepted appointment acting as Administrative Agent hereunder and under the other Loan Papers. In the event that there is a successor to Administrative Agent by merger, or Administrative Agent assigns its duties and obligations to an Affiliate pursuant to this Section 12.12, then the date thirty (30) days following a retiring term "Prime Rate" as used in this Agreement shall mean the prime rate, base rate or other analogous rate of the new 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 for above.

Successor Administrative Agent. The Administrative Agent may resign as hereunder at any time by giving written notice thereof to the Lenders and Borrower. Administrative Agent may be removed involuntarily only for a material breach of its duties and obligations hereunder or under the other Credit Facility Documents, or for gross negligence or willful misconduct in connection with the performance of its duties hereunder or under the other Credit Facility Documents and then only upon thirty the affirmative vote of the Majority Lenders (30) days’ notice excluding Administrative Agent from such vote and Administrative Agent’s Proportionate Share of the Total Commitment from the amounts used to determine the portion of the Total Commitment necessary to constitute the required Proportionate Shares of the remaining Lenders; provided, that ). Upon any such resignation by Bank of America or removal, the Majority Lenders shall also constitute its resignation as L/C Issuer and Swing Line Lender. If have the right to appoint the successor Administrative Agent resigns under this Credit Agreement, hereunder with the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lendersconsent of Borrower, which successor administrative agent shall be consented to by the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayed); provided that Borrower’s consent shall not be required if an Event of Default shall have occurred and be continuing at such time hereunder. If no successor administrative agent is Administrative Agent shall have been so appointed prior to by the effective date Majority Lenders and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation or the Lenders’ removal of the resignation of the retiring Administrative Agent, the retiring Administrative Agent may appointmay, after consulting on behalf of the Lenders with the Lenders consent of Borrower (such consent not to be unreasonably withheld or delayed) appoint the successor Administrative Agent hereunder which shall be a Lender, if any Lender shall be willing to serve, and the Borrower, otherwise shall be a successor administrative agent from among the Lenderscommercial bank having a combined capital and surplus of at least $500,000,000. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successor administrative agent hereunderAdministrative Agent, the Person acting as such successor administrative agent Administrative Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the retiring Administrative Agent, L/C Issuer and Swing Line Lender and the respective terms “Administrative Agent,” “L/C Issuer” and “Swing Line Lender” thereafter shall mean such successor administrative agent, Letter of Credit issuer and swing line lender, and the retiring Administrative Agent’s appointment, powers Agent shall be discharged from its duties and duties obligations as Administrative Agent shall be terminated and only under the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such shall be terminated, without any other or further act or deed on the part of such retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation of the successor L/C Issuer to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of CreditCredit Facility Documents. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX and Sections 10.04 and 10.05 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 the Credit Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date 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 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 for aboveFacility Documents.

Successor Administrative Agent. (a) The Administrative Agent may resign as Administrative Agent upon thirty (30) at any time by giving 30 days’ prior written notice thereof to the Lenders; provided, that the Fronting Banks and the Borrower, whether or not a successor Administrative Agent has been appointed. Upon any such resignation by Bank of America resignation, the Majority Lenders shall also constitute its resignation as L/C Issuer and Swing Line Lenderhave the right to appoint a successor Administrative Agent. If the no successor Administrative Agent resigns under this Credit Agreementshall have been so appointed by the Majority Lenders, and shall have accepted such appointment, within 30 days after the Required Lenders shall appoint from among retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Fronting Banks, appoint a successor administrative agent for the LendersAdministrative Agent, which successor administrative agent shall be consented a bank with an office in New York, New York or an Affiliate of any such bank. In either case, such appointment shall be subject to by the prior written approval of the Borrower at all times other than during the existence of (which approval may not be unreasonably withheld and shall not be required while an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayedhas occurred and is continuing). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its any appointment as Administrative Agent by a successor administrative agent hereunderAdministrative Agent, the Person acting as such successor administrative agent Administrative Agent shall succeed to to, and become vested with, all the rights, powers powers, privileges and duties of the retiring Administrative Agent, L/C Issuer and Swing Line Lender and . Upon the respective terms “acceptance of appointment as Administrative Agent by a successor Administrative Agent,” “L/C Issuer” and “Swing Line Lender” thereafter shall mean such successor administrative agent, Letter of Credit issuer and swing line lender, and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated discharged from its duties and obligations under this Agreement and the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such shall be terminated, without any other or further act or deed on the part of such retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation of the successor L/C Issuer Loan Documents. Prior to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents. (b) Notwithstanding paragraph (a) of this Section 7.05, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders, the Fronting Banks and the Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (ii) the Majority Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided that (A) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (B) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall directly be given or made to each Lender and each Fronting Bank. Following the effectiveness of the Administrative Agent’s resignation from its capacity as such, the provisions of this Article IX and Sections 10.04 Section 8.05, as well as any exculpatory, reimbursement and 10.05 indemnification provisions set forth in any other Loan Document, 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 Administrative Agent under this Credit Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date thirty (30) days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent was acting as 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 for above.

Successor Administrative Agent. (1) The Administrative Agent may resign as at any time by giving 30 days’ prior written notice thereof to the Lenders and the Borrowers, whether or not a successor Administrative Agent upon thirty (30) days’ notice to the Lenders; provided, that has been appointed. Upon any such resignation by Bank of America shall also constitute its resignation as L/C Issuer and Swing Line Lender. If the Administrative Agent resigns under this Credit Agreementresignation, the Required Lenders shall have the right to appoint from among the Lenders a successor administrative agent for the Lenders, which successor administrative agent shall be consented to by the Borrower at all times other than during the existence of an Event of Default Administrative Agent (which consent of the Borrower shall not be unreasonably withheld incorporated, domiciled or delayedacting from an office situated in a Non-Cooperative Jurisdiction). If no successor administrative agent is Administrative Agent shall have been so appointed prior to by the effective date Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the resignation of the Lenders, appoint a successor Administrative Agent, the Administrative Agent may appointwhich shall be a bank with an office in New York, after consulting with New York or an Affiliate of any such bank selected from among the Lenders and which shall not be incorporated, domiciled or acting from an office situated in a Non-Cooperative Jurisdiction. In either case, such appointment shall be subject to the Borrower, prior written approval of the Borrowers (which approval may not be unreasonably withheld and shall not be required while a successor administrative agent from among the LendersSpecified Event of Default has occurred and is continuing). Upon the acceptance of its any appointment as Administrative Agent by a successor administrative agent hereunderAdministrative Agent, the Person acting as such successor administrative agent Administrative Agent shall succeed to to, and become vested with, all the rights, powers powers, privileges and duties of the retiring Administrative Agent, L/C Issuer and Swing Line Lender and . Upon the respective terms “acceptance of appointment as Administrative Agent by a successor Administrative Agent,” “L/C Issuer” and “Swing Line Lender” thereafter shall mean such successor administrative agent, Letter of Credit issuer and swing line lender, and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated discharged from its duties and obligations under this Agreement and the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such shall be terminated, without any other or further act or deed on the part of such retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation of the successor L/C Issuer Loan Documents. Prior to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents. (2) Notwithstanding paragraph (1) of this Section, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders and the Borrowers, whereupon, on the date of effectiveness of such resignation stated in such notice, (i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents; provided that, solely for purposes of maintaining any security interest granted to the Administrative Agent under any Security Documents for the benefit of the Secured Parties, the retiring Administrative Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Secured Parties, and continue to be entitled to the rights and bound to the obligations set forth in such Security Documents and any other Loan Document, and, in the case of any Collateral in the possession of the Administrative Agent, shall continue to hold such Collateral, in each case until such time as a successor Administrative Agent is appointed and accepts such appointment in accordance with this Section (it being understood and agreed that the retiring Administrative Agent shall have no duty or obligation to take any further action under any Security Document, including any action required to maintain the perfection of any such security interest), and (ii) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided that (A) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (B) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall also directly be given or made to each Lender. Following the effectiveness of the Administrative Agent’s resignation from its capacity as such, the provisions of this Article IX and Sections 10.04 9.02 (“Administrative Agent’s Reliance, Indemnification, Etc.”), as well as any exculpatory, reimbursement and 10.05 indemnification provisions set forth in any other Loan Document, 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 the resigned Administrative Agent under this Credit Agreement. If no successor administrative agent has accepted appointment was acting as Administrative Agent by the date 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 Lenders shall perform all in respect of the duties of matters referred to in the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for proviso under clause (i) above.

Successor Administrative Agent. The Administrative Agent may resign at any time as Administrative Agent upon thirty (30) days’ under the Loan Documents by giving written notice thereof to the Lenders; provided, that Lenders and the Borrower. Upon any such resignation by Bank of America shall also constitute its resignation as L/C Issuer and Swing Line Lender. If the Administrative Agent resigns under this Credit Agreementresignation, the Required Lenders shall have the right to appoint from among the Lenders a successor administrative agent for the LendersAdministrative Agent which appointment shall, which successor administrative agent shall be consented to by the Borrower at all times other than during the existence of an provided no Default or Event of Default (exists, be subject to the Borrower’s approval, which consent of the Borrower approval shall not be unreasonably withheld or delayeddelayed (except that the Borrower shall, in all events, be deemed to have approved each Lender and any of its Affiliates as a successor Administrative Agent). If no successor administrative agent is Administrative Agent shall have been so appointed prior to in accordance with the effective date of immediately preceding sentence, and shall have accepted such appointment, within 30 days after the resignation of the current Administrative Agent’s giving of notice of resignation, then the current Administrative Agent may appointmay, after consulting with on behalf of the Lenders and the BorrowerIssuing Banks, appoint a successor administrative agent from among the LendersAdministrative Agent, which shall be a Lender, if any Lender shall be willing to serve, and otherwise shall be an Eligible Assignee. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successor administrative agent hereunderAdministrative Agent, the Person acting as such successor administrative agent Administrative Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the retiring current Administrative Agent, L/C Issuer and Swing Line Lender and the respective terms “Administrative Agent,” “L/C Issuer” and “Swing Line Lender” thereafter shall mean such successor administrative agent, Letter of Credit issuer and swing line lender, and the retiring Administrative Agent’s appointment, powers and duties as current Administrative Agent shall be terminated discharged from its duties and obligations under the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such Loan Documents. Such successor Administrative Agent shall be terminated, without any other or further act or deed on the part of such retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation of the successor L/C Issuer to issue letters of credit in substitution for the Facility Letters of Credit, if any, outstanding at the time of such succession or to shall make other arrangements satisfactory to the retiring L/C Issuer current Administrative Agent, in either case, to assume effectively assume the obligations of the retiring L/C Issuer current Administrative Agent with respect to such Facility Letters of Credit. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article IX and Sections 10.04 and 10.05 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 Credit Agreementthe Loan Documents. If no successor administrative agent has accepted appointment as Administrative Agent by Notwithstanding anything contained herein to the date thirty (30) days following a retiring Administrative Agent’s notice of resignationcontrary, 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 may assign its rights and duties under the Required Lenders appoint a successor agent as provided for aboveLoan Documents to any of its Affiliates by giving the Borrower and each Lender prior written notice.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon reasonable notice to the Lenders and Borrower effective not earlier than thirty (30) days’ notice days after such notice, upon acceptance of appointment by a successor Administrative Agent. The Requisite Lenders or all other Lenders other than the Administrative Agent may (with the prior consent, not to be unreasonably withheld or delayed, of Parent, unless an Event of Default shall have occurred and be continuing) remove the Lenders; provided, that any such resignation by Bank Administrative Agent from its capacity as Administrative Agent in the event of America shall also constitute its resignation as L/C Issuer and Swing Line Lenderthe Administrative Agent’s willful misconduct or gross negligence. If the Administrative Agent resigns shall resign or be removed as Administrative Agent under this Credit Agreement, the Required Requisite Lenders shall appoint from among the Lenders a successor administrative agent Administrative Agent for the Lenders, which successor administrative agent Administrative Agent shall be consented to require approval by the Borrower at all times other than during the existence of an Parent so long as no Default or Event of Default has occurred and is continuing (which consent of the Borrower and such approval shall not be unreasonably withheld or delayed). If no successor administrative agent Administrative Agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and, so long as no Default or Event of Default has occurred and is continuing, with the Borrowerconsent of Parent, a successor administrative agent Administrative Agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent Administrative Agent hereunder, the Person acting as such successor administrative agent Administrative Agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, L/C Issuer and Swing Line Lender Agent and the respective terms term “Administrative Agent,” “L/C Issuer” and “Swing Line Lender” thereafter shall mean such successor administrative agent, Letter of Credit issuer and swing line lender, Administrative Agent and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated and the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such shall be terminated, without any other or further act or deed on the part of such retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation of the successor L/C Issuer to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX 10, and Sections 10.04 11.3, 11.11 and 10.05 11.22, shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Credit Agreement. If Notwithstanding the foregoing, if (a) the Administrative Agent has not been paid its administrative agency fees under the Fee Letter or has not been reimbursed for any expense reimbursable to it under Section 11.3, in either case for a period of at least one (1) year and (b) no successor administrative agent 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 Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Requisite Lenders appoint a successor agent Administrative Agent as provided for above. If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (e) of the definition of “Defaulting Lender”, the Requisite Lenders may, to the extent permitted by applicable laws, by notice in writing to Borrower and such Person, remove such Person as Administrative Agent and, in consultation with Borrower, appoint a successor, which shall be a bank with an office in the United States; provided that, without the consent of Borrower (which shall not be unreasonably withheld), the Requisite Lenders shall not be permitted to select a successor that is not a U.S. financial institution described in Treasury Regulation Section 1.1441-1(b)(2)(ii) or a U.S. branch of a foreign bank described in Treasury Regulation Section 1.1441-1(b)(2)(iv)(A). If no such successor shall have been appointed by the Requisite Lenders and shall have accepted such appointment within thirty (30) days (or such earlier day as shall be agreed by the Requisite Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date and the rights and responsibilities of the Administrative Agent shall inure to and be performed by the Requisite Lenders pending such appointment and acceptance.

Successor Administrative Agent. (a) The Administrative Agent and the Collateral Agent may resign as Administrative Agent and Collateral Agent, respectively, upon thirty ten (3010) days’ notice to the Lenders; provided, that any such resignation by Bank of America shall also constitute its resignation as L/C Issuer Lenders and Swing Line Lenderthe Borrower. If the Administrative Agent resigns or Collateral Agent, as applicable, shall resign as Administrative Agent or Collateral Agent, as applicable, under this Credit AgreementAgreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, which successor administrative agent shall be consented to by the Borrower at all times other than during the existence of (unless an Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which consent of the Borrower approval shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, the Person acting as whereupon such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or Collateral Agent, L/C Issuer and Swing Line Lender as applicable, and the respective terms term “Administrative Agent” or “Collateral Agent,” “L/C Issuer” and “Swing Line Lender” thereafter as applicable, shall mean such successor administrative agent, Letter of Credit issuer agent effective upon such appointment and swing line lenderapproval, and the retiring former Administrative Agent’s appointmentor Collateral Agent’s, as applicable, rights, powers and duties as Administrative Agent shall be terminated and the retiring L/C Issuer’s and Swing Line Lender’s rightsor Collateral Agent, powers and duties as such applicable, shall be terminated, without any other or further act or deed on the part of such retiring L/C Issuer former Administrative Agent or Swing Line Lender Collateral Agent, as applicable, or any other Lender, other than the obligation of the parties to this Agreement or any holders of the Term Loans. If no successor L/C Issuer to issue letters agent has accepted appointment as Administrative Agent or Collateral Agent, as applicable, by the date that is ten (10) days following a retiring Administrative Agent’s or Collateral Agent’s, as applicable, notice of credit in substitution for resignation, the Letters retiring Administrative Agent’s or Collateral Agent’s, as applicable, resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of Creditthe duties of the Administrative Agent or Collateral Agent, as applicable, hereunder until such time, if any, outstanding at as the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of CreditRequired Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s or Collateral Agent’s, as applicable, resignation hereunder as Administrative Agent or retiring Collateral Agent’s resignation as Collateral Agent, as applicable, the provisions of this Article IX and Sections 10.04 and 10.05 Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent or Collateral Agent, as applicable, under this Credit Agreement. If no successor administrative agent has accepted appointment Agreement and the other Loan Documents. (b) Anything herein to the contrary notwithstanding, if at any time the Required Lenders determine that the Person serving as Administrative Agent by the date thirty (30) days following is a retiring Administrative Agent’s notice of resignationDefaulting Lender, 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 (determined after giving effect to the final paragraph of Section 10.1) may by notice to the Borrower and such Person remove such Person as Administrative Agent and, in consultation with the Borrower, appoint a successor agent as provided for abovereplacement Administrative Agent hereunder. Such removal will, to the fullest extent permitted by applicable law, be effective on the earlier of (i) the date a replacement Administrative Agent is appointed and (ii) the date ten (10) Business Days after the giving of such notice by the Required Lenders (regardless of whether a replacement Administrative Agent has been appointed).

Successor Administrative Agent. The Administrative Agent may may, and at the request of the Required Lenders shall, resign as Administrative Agent upon thirty (30) 30 days’ ' notice to the Lenders; provided, that any such resignation by Bank of America shall also constitute its resignation as L/C Issuer Lenders and Swing Line LenderBorrower. If the Administrative Agent resigns under this Credit Agreement, the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, Lenders which successor administrative agent shall be consented to by the Borrower at all times other than during the existence of an shall, so long as no Default or Event of Default (which consent of the Borrower shall not have occurred and be unreasonably withheld or delayed)continuing, be approved by Borrower. If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, the Person acting as such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, L/C Issuer and Swing Line Lender Agent and the respective terms “term "Administrative Agent,” “L/C Issuer” and “Swing Line Lender” thereafter " shall mean such successor administrative agent, Letter of Credit issuer and swing line lender, agent and the retiring Administrative Agent’s 's appointment, powers and duties as Administrative Agent shall be terminated and the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such shall be terminated, without any other or further act or deed on the part of such retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation of the successor L/C Issuer to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent’s 's resignation hereunder as Administrative Agent, the provisions of this Article IX Section 9 and Sections 10.04 and 10.05 10.12 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Credit Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date thirty (30) which is 30 days following a retiring Administrative Agent’s 's notice of resignation, the retiring Administrative Agent’s '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 for above. Notwithstanding the foregoing, however, Bank of America may not be removed as Administrative Agent at the request of the Required Lenders unless Bank of America shall also simultaneously be replaced as "Issuing Lender" and "Swing Line Lender" hereunder pursuant to documentation in form and substance reasonably satisfactory to Bank of America.

Successor Administrative Agent. (a) The Administrative Agent may resign as Administrative Agent upon thirty (30) at any time by giving 30 days’ prior written notice thereof to the Lenders; provided, that the Issuing Banks and the Borrower, whether or not a successor Administrative Agent has been appointed. Upon any such resignation by Bank of America shall also constitute its resignation as L/C Issuer and Swing Line Lender. If the Administrative Agent resigns under this Credit Agreementresignation, the Required Lenders shall have the right to appoint from among a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Xxxxxxx, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor administrative agent for the LendersAdministrative Agent, which successor administrative agent shall be consented a bank with an office in New York, New York or an Affiliate of any such bank. In either case, such appointment shall be subject to by the prior written approval of the Borrower at all times other than during the existence of (which approval may not be unreasonably withheld and shall not be required while an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayedhas occurred and is continuing). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its any appointment as Administrative Agent by a successor administrative agent hereunderAdministrative Agent, the Person acting as such successor administrative agent Administrative Agent shall succeed to to, and become vested with, all the rights, powers powers, privileges and duties of the retiring Administrative Agent, L/C Issuer and Swing Line Lender and . Upon the respective terms “acceptance of appointment as Administrative Agent by a successor Administrative Agent,” “L/C Issuer” and “Swing Line Lender” thereafter shall mean such successor administrative agent, Letter of Credit issuer and swing line lender, and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated discharged from its duties and obligations under this Agreement and the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such shall be terminated, without any other or further act or deed on the part of such retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation of the successor L/C Issuer Loan Documents. Prior to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents. (b) Notwithstanding paragraph (a) of this Section, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders, the Issuing Banks and the Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents; provided that, solely for purposes of maintaining any security interest granted to the Administrative Agent under any Collateral Document for the benefit of the Secured Parties, the retiring Administrative Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Secured Parties, and continue to be entitled to the rights set forth in such Collateral Document and Loan Document, and, in the case of any Collateral in the possession of the Administrative Agent, shall continue to hold such Collateral, in each case until such time as a successor Administrative Agent is appointed and accepts such appointment in accordance with this Section (it being understood and agreed that the retiring Administrative Agent shall have no duty or obligation to take any further action under any Collateral Document, including any action required to maintain the perfection of any such security interest) and (ii) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided that (A) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (B) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall directly be given or made to each Lender and each Issuing Bank. Following the effectiveness of the Administrative Agent’s resignation from its capacity as such, the provisions of this Article IX VIII and Sections 10.04 Section 9.03, as well as any exculpatory, reimbursement and 10.05 indemnification provisions set forth in any other Loan Document, 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 the retiring Administrative Agent under this Credit Agreement. If no successor administrative agent has accepted appointment was acting as Administrative Agent by the date 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 Lenders shall perform all in respect of the duties of matters referred to in the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for proviso under clause (i) above.

Successor Administrative Agent. (a) The Administrative Agent may resign as Administrative Agent upon thirty (30) at any time by giving 30 days’ prior written notice thereof to the Lenders; provided, that the Issuing Banks and the Borrower, whether or not a successor Administrative Agent has been appointed. Upon any such resignation by Bank of America shall also constitute its resignation as L/C Issuer and Swing Line Lender. If the Administrative Agent resigns under this Credit Agreementresignation, the Required Lenders shall have the right to appoint from among a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Xxxxxxx, and shall have accepted such appointment, within thirty (30) days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor administrative agent for the LendersAdministrative Agent, which successor administrative agent shall be consented a bank with an office in New York, New York or an Affiliate of any such bank. In either case, such appointment shall be subject to by the prior written approval of the Borrower at all times other than during the existence of (which approval may not be unreasonably withheld, conditioned or delayed and shall not be required while an Event of Default under clauses (which consent a), (b), (d) (solely with respect to a breach of the Borrower shall not be unreasonably withheld Section 6.12), (h), (i) or delayed(m) of Article VII has occurred and is continuing). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its any appointment as Administrative Agent by a successor administrative agent hereunderAdministrative Agent, the Person acting as such successor administrative agent Administrative Agent shall succeed to to, and become vested with, all the rights, powers powers, privileges and duties of the retiring Administrative Agent, L/C Issuer and Swing Line Lender and . Upon the respective terms “acceptance of appointment as Administrative Agent by a successor Administrative Agent,” “L/C Issuer” and “Swing Line Lender” thereafter shall mean such successor administrative agent, Letter of Credit issuer and swing line lender, and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated discharged from its duties and obligations under this Agreement and the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such shall be terminated, without any other or further act or deed on the part of such retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation of the successor L/C Issuer Loan Documents. Prior to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents. (b) Notwithstanding paragraph (a) of this Section, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders, the Issuing Banks and the Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents; provided that, solely for purposes of maintaining any security interest granted to the Administrative Agent under any Collateral Document for the benefit of the Secured Parties, the retiring Administrative Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Secured Parties, and continue to be entitled to the rights set forth in such Collateral Document and Loan Document, and, in the case of any Collateral in the possession of the Administrative Agent, shall continue to hold such Collateral, in each case until such time as a successor Administrative Agent is appointed and accepts such appointment in accordance with this Section (it being understood and agreed that the retiring Administrative Agent shall have no duty or obligation to take any further action under any Collateral Document, including any action required to maintain the perfection of any such security interest), and (ii) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided that (A) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (B) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall directly be given or made to each Lender and each Issuing Bank. Following the effectiveness of the Administrative Agent’s resignation from its capacity as such, the provisions of this Article IX Article, Section 2.17(d) and Sections 10.04 Section 9.03, as well as any exculpatory, reimbursement and 10.05 indemnification provisions set forth in any other Loan Document, 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 the retiring Administrative Agent under this Credit Agreement. If no successor administrative agent has accepted appointment was acting as Administrative Agent by the date 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 Lenders shall perform all in respect of the duties of matters referred to in the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for proviso under clause (a) above.

Successor Administrative Agent. (a) The Administrative Agent may resign as Administrative Agent upon thirty (30) at any time by giving 30 days’ prior written notice thereof to the Lenders; provided, that the Issuing Banks and the Borrower, whether or not a successor Administrative Agent has been appointed. Upon any such resignation by Bank of America shall also constitute its resignation as L/C Issuer and Swing Line Lender. If the Administrative Agent resigns under this Credit Agreementresignation, the Required Lenders shall have the right to appoint from among a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Xxxxxxx, and shall have accepted such appointment, within thirty (30) days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor administrative agent for the LendersAdministrative Agent, which successor administrative agent shall be consented a bank with an office in New York, New York or an Affiliate of any such bank. In either case, such appointment shall be subject to by the prior written approval of the Borrower at all times other than during the existence of (which approval may not be unreasonably withheld and shall not be required while an Event of Default under Section 7.01(a), (which consent of the Borrower shall not be unreasonably withheld f) or delayed(g) has occurred and is continuing). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its any appointment as Administrative Agent by a successor administrative agent hereunderAdministrative Agent, the Person acting as such successor administrative agent Administrative Agent shall succeed to to, and become vested with, all the rights, powers powers, privileges and duties of the retiring Administrative Agent, L/C Issuer and Swing Line Lender and . Upon the respective terms “acceptance of appointment as Administrative Agent by a successor Administrative Agent,” “L/C Issuer” and “Swing Line Lender” thereafter shall mean such successor administrative agent, Letter of Credit issuer and swing line lender, and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated discharged from its duties and obligations under this Agreement and the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such shall be terminated, without any other or further act or deed on the part of such retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation of the successor L/C Issuer Loan Documents. Prior to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents. (b) Notwithstanding paragraph (a) of this Section, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders, the Issuing Banks and the Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents; provided that, solely for purposes of maintaining any security interest granted to the Administrative Agent under any Collateral Document for the benefit of the Secured Parties, the retiring Administrative Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Secured Parties, and continue to be entitled to the rights set forth in such Collateral Document and Loan Document, and, in the case of any Collateral in the possession of the Administrative Agent, shall continue to hold such Collateral, in each case until such time as a successor Administrative Agent is appointed and accepts such appointment in accordance with this Section (it being understood and agreed that the retiring Administrative Agent shall have no duty or obligation to take any further action under any Security Document, including any action required to maintain the perfection of any such security interest), and (ii) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided that (A) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (B) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall directly be given or made to each Lender and each Issuing Bank. Following the effectiveness of the Administrative Agent’s resignation from its capacity as such, the provisions of this Article IX VIII, Section 2.17(c) and Sections 10.04 Section 9.03, as well as any exculpatory, reimbursement and 10.05 indemnification provisions set forth in any other Loan Document, 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 the retiring Administrative Agent under this Credit Agreement. If no successor administrative agent has accepted appointment was acting as Administrative Agent by the date 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 Lenders shall perform all in respect of the duties of matters referred to in the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for proviso under clause (a) above.

Successor Administrative Agent. (a) The Administrative Agent may resign as Administrative Agent upon thirty (30) at any time by giving 30 days’ prior written notice thereof to the Lenders; provided, that the Issuing Banks and the Borrower Representative, whether or not a successor Administrative Agent has been appointed. Upon any such resignation by Bank of America shall also constitute its resignation as L/C Issuer and Swing Line Lender. If resignation, (i) the Administrative Agent resigns under this Credit Agreementmay appoint one of its Affiliates as a successor Administrative Agent and (ii) if the Administrative Agent has not appointed one of its Affiliates as a successor Administrative Agent pursuant to clause (i) above, the Required Lenders shall have the right to appoint from among a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Xxxxxxx, and shall have accepted such appointment, within thirty (30) days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor administrative agent for the LendersAdministrative Agent, which successor administrative agent shall be consented a bank with an office in New York, New York or an Affiliate of any such bank. In either case, such appointment shall be subject to by the prior written approval of the Borrower at all times other than during the existence of Representative (which approval may not be unreasonably withheld and shall not be required while an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayedhas occurred and is continuing). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its any appointment as Administrative Agent by a successor administrative agent hereunderAdministrative Agent, the Person acting as such successor administrative agent Administrative Agent shall succeed to to, and become vested with, all the rights, powers powers, privileges and duties of the retiring Administrative Agent, L/C Issuer and Swing Line Lender and . Upon the respective terms “acceptance of appointment as Administrative Agent by a successor Administrative Agent,” “L/C Issuer” and “Swing Line Lender” thereafter shall mean such successor administrative agent, Letter of Credit issuer and swing line lender, and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated discharged from its duties and obligations under this Agreement and the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such shall be terminated, without any other or further act or deed on the part of such retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation of the successor L/C Issuer Loan Documents. Prior to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents. (b) Notwithstanding paragraph (a) of this Section, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders, the Issuing Banks and the Borrower Representative, whereupon, on the date of effectiveness of such resignation stated in such notice, (i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents; and (ii) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided that (A) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (B) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall directly be given or made to each Lender and each Issuing Bank. Following the effectiveness of the Administrative Agent’s resignation from its capacity as such, the provisions of this Article IX Article, Section 2.17(d) and Sections 10.04 Section 9.03, as well as any exculpatory, reimbursement and 10.05 indemnification provisions set forth in any other Loan Document, 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 the retiring Administrative Agent under this Credit Agreement. If no successor administrative agent has accepted appointment was acting as Administrative Agent by the date 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 Lenders shall perform all in respect of the duties of matters referred to in the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for proviso under clause (a) above.

Successor Administrative Agent. (i) The Administrative Agent may resign as Administrative Agent upon thirty (30) at any time by giving 30 days’ prior written notice thereof to the Lenders; provided, that the Issuers and the Borrower, whether or not a successor Administrative Agent has been appointed. Upon any such resignation by Bank of America shall also constitute its resignation as L/C Issuer and Swing Line Lender. If the Administrative Agent resigns under this Credit Agreementresignation, the Required Lenders shall have the right to appoint from among a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuers, appoint a successor administrative agent for the LendersAdministrative Agent, which successor administrative agent shall be consented a bank with an office in New York, New York or an Affiliate of any such bank. In either case, such appointment shall be subject to by the Borrower at all times other than during the existence of an Event of Default (which consent prior written approval of the Borrower shall (which approval may not be unreasonably withheld or delayedand shall not be required while a Default has occurred and is continuing). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its any appointment as Administrative Agent by a successor administrative agent hereunderAdministrative Agent, the Person acting as such successor administrative agent Administrative Agent shall succeed to to, and become vested with, all the rights, powers powers, privileges and duties of the retiring Administrative Agent, L/C Issuer and Swing Line Lender and . Upon the respective terms “acceptance of appointment as Administrative Agent by a successor Administrative Agent,” “L/C Issuer” and “Swing Line Lender” thereafter shall mean such successor administrative agent, Letter of Credit issuer and swing line lender, and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated discharged from its duties and obligations under this Agreement and the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such shall be terminated, without any other or further act or deed on the part of such retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation of the successor L/C Issuer Loan Documents. Prior to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents. (ii) Notwithstanding paragraph (i) of this Section, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders, the Issuers and the Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (x) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (y) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided that (A) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (B) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall directly be given or made to each Lender and each Issuer. Following the effectiveness of the Administrative Agent’s resignation from its capacity as such, the provisions of this Article IX and Sections 10.04 Section 9.5, as well as any exculpatory, reimbursement and 10.05 indemnification provisions set forth in any other Loan Document, 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 Administrative Agent under this Credit Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date thirty (30) days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent was acting as 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 for above.

Successor Administrative Agent. (a) The Administrative Agent may resign as Administrative Agent upon thirty (30) at any time by giving 30 days’ prior written notice thereof to the Lenders; provided, that the Issuing Banks and the Company, whether or not a successor Administrative Agent has been appointed. Upon any such resignation by Bank of America shall also constitute its resignation as L/C Issuer and Swing Line Lender. If the Administrative Agent resigns under this Credit Agreementresignation, the Required Lenders shall have the right, (with, so long as no Event of Default exists, the consent of the Company) to appoint from among a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor administrative agent for the LendersAdministrative Agent, which successor administrative agent shall be consented a bank with an office in New York, New York or an Affiliate of any such bank. In either case, such appointment shall be subject to by the Borrower at all times other than during prior written approval of the existence of Company (which approval may not be unreasonably withheld and shall not be required while an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayedhas occurred and is continuing). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its any appointment as Administrative Agent by a successor administrative agent hereunderAdministrative Agent, the Person acting as such successor administrative agent Administrative Agent shall succeed to to, and become vested with, all the rights, powers powers, privileges and duties of the retiring Administrative Agent, L/C Issuer and Swing Line Lender and . Upon the respective terms “acceptance of appointment as Administrative Agent by a successor Administrative Agent,” “L/C Issuer” and “Swing Line Lender” thereafter shall mean such successor administrative agent, Letter of Credit issuer and swing line lender, and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated discharged from its duties and obligations under this Agreement and the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such other Loan Documents. The fees payable by the Company to a successor Administrative Agent shall be terminated, without any other or further act or deed on the part of same as those payable to its predecessor unless otherwise agreed between the Company and such retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation of the successor L/C Issuer successor. Prior to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents. (b) Notwithstanding paragraph (a) of this Section, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders, the Issuing Banks and the Company, whereupon, on the date of effectiveness of such resignation stated in such notice, (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents; and continue to be entitled to the rights set forth in such Loan Document, until such time as a successor Administrative Agent is appointed and accepts such appointment in accordance with this Section, and (2) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided that (i) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (ii) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall directly be given or made to each Lender and each Issuing Bank. Following the effectiveness of the Administrative Agent’s resignation from its capacity as such, the provisions of this Article IX and Sections 10.04 Section 9.03, as well as any exculpatory, reimbursement and 10.05 indemnification provisions set forth in any other Loan Document, 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 Administrative Agent under this Credit Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date thirty (30) days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent was acting as 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 for above.

Successor Administrative Agent. The Administrative Agent may resign as at any time by giving written notice thereof to the Lenders and the Borrower, such resignation to be effective upon the appointment of a successor Administrative Agent upon or, if no successor Administrative Agent has been appointed, thirty (30) days’ days after the retiring Administrative Agent gives notice of its intention to the Lenders; provided, that resign. Upon any such resignation by Bank of America shall also constitute its resignation as L/C Issuer and Swing Line Lender. If the Administrative Agent resigns under this Credit Agreementresignation, the Required Lenders shall appoint from among have the Lenders a successor administrative agent for right to appoint, on behalf of the Borrower and the Lenders, which a successor administrative agent Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders within thirty days after the resigning Administrative Agent’s giving notice of its intention to resign, then the resigning Administrative Agent may appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent. Notwithstanding the two immediately preceding sentences: (x) subject to clause (y) of this sentence, the consent of the Borrower shall be consented required prior to by the Borrower at all times other than during appointment of a successor Administrative Agent unless such successor Administrative Agent is a Lender or an Affiliate of a Lender, provided that the existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld required if a Default has occurred and is continuing, and (y) the Administrative Agent may at any time without the consent of the Borrower or delayed)any Lender, appoint any of its Affiliates which is a commercial bank as a successor Administrative Agent hereunder. If the Administrative Agent has resigned and no successor administrative agent is appointed prior Administrative Agent has been appointed, the Lenders may perform all the duties of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations to the effective date applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be a commercial bank having capital and retained earnings of at least $100,000,000. 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 resigning Administrative Agent. Upon the effectiveness of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, the Person acting as such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, L/C Issuer and Swing Line Lender and the respective terms “Administrative Agent,” “L/C Issuer” and “Swing Line Lender” thereafter shall mean such successor administrative agent, Letter of Credit issuer and swing line lender, and the retiring Administrative Agent’s appointment, powers and duties as resigning Administrative Agent shall be terminated discharged from its duties and obligations hereunder and under the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such shall be terminated, without any other or further act or deed on Loan Documents. After the part of such retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation effectiveness of the successor L/C Issuer to issue letters resignation of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent’s resignation hereunder as an Administrative Agent, the provisions of this Article IX and Sections 10.04 and 10.05 X shall inure to its continue in effect for the benefit as to of such Administrative Agent in respect of any actions taken or omitted to be taken by it while it was Administrative Agent under this Credit Agreement. If no successor administrative agent has accepted appointment acting as Administrative Agent by the date 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 Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as and under the Required Lenders appoint other Loan Documents. In the event that there is a successor agent to the Administrative Agent by merger, or the Administrative Agent assigns its duties and obligations to an Affiliate pursuant to this Section 10.12, then the term “Prime Rate” as provided for aboveused in this Agreement shall mean the prime rate, base rate or other analogous rate of the new Administrative Agent.

Successor Administrative Agent. (a) The Administrative Agent may resign as Administrative Agent upon at any time by giving thirty (30) days’ prior written notice thereof to the Lenders; provided, that the Issuing Banks and the Borrower, whether or not a successor Administrative Agent has been appointed. Upon any such resignation by Bank of America shall also constitute its resignation as L/C Issuer and Swing Line Lender. If the Administrative Agent resigns under this Credit Agreementresignation, the Required Lenders shall have the right to appoint from among a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within thirty (30) days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor administrative agent for the LendersAdministrative Agent, which successor administrative agent shall be consented a bank with an office in New York, New York or an Affiliate of any such bank. In either case, such appointment shall be subject to by the prior written approval of the Borrower at all times other than during the existence of (which approval may not be unreasonably withheld and shall not be required while an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayedhas occurred and is continuing). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its any appointment as Administrative Agent by a successor administrative agent hereunderAdministrative Agent, the Person acting as such successor administrative agent Administrative Agent shall succeed to to, and become vested with, all the rights, powers powers, privileges and duties of the retiring Administrative Agent, L/C Issuer and Swing Line Lender and . Upon the respective terms “acceptance of appointment as Administrative Agent by a successor Administrative Agent,” “L/C Issuer” and “Swing Line Lender” thereafter shall mean such successor administrative agent, Letter of Credit issuer and swing line lender, and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated discharged from its duties and obligations under this Agreement and the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such shall be terminated, without any other or further act or deed on the part of such retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation of the successor L/C Issuer Loan Documents. Prior to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents. (b) Notwithstanding Section 8.05(a), in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders, the Issuing Banks and the Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents; provided that, solely for purposes of maintaining any security interest granted to the Administrative Agent under any Collateral Document for the benefit of the Secured Parties, the retiring Administrative Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Secured Parties, and continue to be entitled to the rights set forth in such Collateral Document and Loan Document, and, in the case of any Collateral in the possession of the Administrative Agent, shall continue to hold such Collateral, in each case until such time as a successor Administrative Agent is appointed and accepts such appointment in accordance with this Section 8.05 (it being understood and agreed that the retiring Administrative Agent shall have no duty or obligation to take any further action under any Collateral Document, including any action required to maintain the perfection of any such security interest), and (ii) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided that (A) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (B) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall directly be given or made to each Lender and each Issuing Bank. Following the effectiveness of the Administrative Agent’s resignation from its capacity as such, the provisions of this Article IX VIII and Sections 10.04 Section 9.03, as well as any exculpatory, reimbursement and 10.05 indemnification provisions set forth in any other Loan Document, 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 the retiring Administrative Agent under this Credit Agreement. If no successor administrative agent has accepted appointment was acting as Administrative Agent and in respect of the matters referred to in the proviso under clause (i) above. The fees payable by the date thirty (30) days following Borrower to 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 the successor Administrative Agent hereunder until shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such time, if any, as the Required Lenders appoint a successor agent as provided for abovesuccessor.

Successor Administrative Agent. The Administrative Agent may resign as the Administrative Agent upon thirty (30) days’ 30 days prior written notice to the Lenders (unless such notice is waived by the Required Lenders; provided, that ) and Administrative Borrower (unless such notice is waived by Borrowers) and without any such resignation by notice to the Bank of America shall also constitute its resignation as L/C Issuer and Swing Line LenderProduct Providers. If the Administrative Agent resigns under this Credit Agreement, the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lendersbe entitled, which successor administrative agent shall be consented to by the Borrower at all times other than during the existence of an with (so long as no Event of Default (which has occurred and is continuing) the consent of the Administrative Borrower shall (such consent not to be unreasonably withheld withheld, delayed, or delayedconditioned), to appoint a successor Administrative Agent for the Lenders (and the Bank Product Providers) from the Lenders (unless no Lender is willing to accept such appointment). If, at the time that the Administrative Agent’s resignation is effective, it is acting as the Issuing Lender or the Swingline Lender, such resignation shall also operate to effectuate its resignation as the Issuing Lender or the Swingline Lender, as applicable, and it shall automatically be relieved of any further obligation to issue Letters of Credit, or to make Swingline Loans. If no successor administrative agent Administrative Agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Administrative Borrower, a successor administrative agent Administrative Agent. If the Administrative Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace the Administrative Agent with a successor Administrative Agent from among the LendersLenders with (so long as no Event of Default has occurred and is continuing) the consent of Borrowers (such consent not to be unreasonably withheld, delayed, or conditioned). Upon In any such event, upon the acceptance of its appointment as successor administrative agent Administrative Agent hereunder, the Person acting as such successor administrative agent Administrative Agent shall succeed to all the rights, powers powers, and duties of the retiring Administrative Agent, L/C Issuer and Swing Line Lender Agent and the respective terms term “Administrative Agent,” “L/C Issuer” and “Swing Line Lender” thereafter shall mean such successor administrative agent, Letter of Credit issuer and swing line lender, Administrative Agent and the retiring Administrative Agent’s appointment, powers powers, and duties as Administrative Agent shall be terminated and the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such shall be terminated, without any other or further act or deed on the part of such retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation of the successor L/C Issuer to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article IX and Sections 10.04 and 10.05 Section 14 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Credit Agreement. If no successor administrative agent Administrative Agent has accepted appointment as Administrative Agent by the date thirty (30) 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 the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent Administrative Agent as provided for above.

Successor Administrative Agent. The Administrative Agent may may, and at the request of the Requisite Banks shall, resign as Administrative Agent upon thirty (30) days’ ' notice to the Lenders; provided, that any such resignation by Bank of America shall also constitute its resignation as L/C Issuer Banks and Swing Line LenderBorrower. If the Administrative Agent resigns shall resign as Administrative Agent under this Credit Agreement, the Required Lenders Requisite Banks shall appoint from among the Lenders Banks a successor administrative agent Administrative Agent for the LendersBanks, which successor administrative agent Administrative Agent shall be consented to approved by the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower and such approval shall not be unreasonably withheld or delayed), provided that, to the extent required by applicable Gaming Laws, the incumbent Administrative Agent shall remain the collateral agent for the Creditors with respect to any collateral for which a lienholder must be qualified under such Gaming Laws until the new Administrative Agent can be so qualified (but the incumbent Administrative Agent shall be entitled to the indemnities and other protections provided to the Administrative Agent hereunder in such capacity). If no successor administrative agent Administrative Agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders Banks and the Borrower, a successor administrative agent Administrative Agent from among the LendersBanks. Upon the acceptance of its appointment as successor administrative agent Administrative Agent hereunder, the Person acting as such successor administrative agent Administrative Agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, L/C Issuer and Swing Line Lender Agent and the respective terms “term "Administrative Agent,” “L/C Issuer” and “Swing Line Lender” thereafter " shall mean such successor administrative agent, Letter of Credit issuer and swing line lender, Administrative Agent and the retiring Administrative Agent’s 's appointment, powers and duties as Administrative Agent shall be terminated and the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such shall be terminated, without any other or further act or deed on the part of such retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation of the successor L/C Issuer to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent’s 's resignation hereunder as Administrative Agent, the provisions of this Article IX 10, and Sections 10.04 11.3, 11.11 and 10.05 11.22, shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Credit Agreement. If (a) the Administrative Agent has not been paid its agency fees under Section 3.5 or has not been reimbursed for any expense reimbursable to it under Section 11.3, and (b) no successor administrative agent Administrative Agent has accepted appointment as Administrative Agent by the date which is thirty (30) days following a retiring Administrative Agent’s 's notice of resignation, the retiring Administrative Agent’s 's resignation shall nevertheless thereupon become effective and the Lenders Banks shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders Requisite Banks appoint a successor agent Administrative Agent as provided for above.

Successor Administrative Agent. The Administrative Agent may resign as at any time by giving written notice thereof to Lenders and Borrower. Administrative Agent upon thirty may be removed by the Requisite Lenders if Administrative Agent (30i) days’ notice is found by a court of competent jurisdiction in a final, non-appealable judgment to have committed gross negligence or willful misconduct in the course of performing its duties hereunder or (ii) has become or is insolvent or has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment, such removal to be effective on the date specified by the Requisite Lenders; provided, that . Upon any such resignation by Bank of America shall also constitute its resignation as L/C Issuer and Swing Line Lender. If the Administrative Agent resigns under this Credit Agreementor removal, the Required Requisite Lenders (at no cost or expense to Borrower) shall appoint from among have the Lenders right to appoint, on behalf of Borrower and Lenders, a successor administrative agent for the Lenders, which successor administrative agent shall be consented to by the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayed)Administrative Agent. If no successor administrative agent is Administrative Agent shall have been so appointed prior to by the effective date of Requisite Lenders within thirty days after the resignation of the resigning Administrative Agent’s giving notice of its intention to resign, then the resigning Administrative Agent may shall appoint, after consulting with the Lenders on behalf of Borrower and the BorrowerLenders, a successor administrative agent from among Administrative Agent. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the Lendersappointment. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successor administrative agent hereunderAdministrative Agent, the Person acting as such successor administrative agent Administrative Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the retiring resigning or removed Administrative Agent. Upon the effectiveness of the resignation or removal of Administrative Agent, L/C Issuer and Swing Line Lender and the respective terms “Administrative Agent,” “L/C Issuer” and “Swing Line Lender” thereafter shall mean such successor administrative agent, Letter of Credit issuer and swing line lender, and the retiring Administrative Agent’s appointment, powers and duties as resigning or removed Administrative Agent shall be terminated discharged from its duties and obligations thereafter arising hereunder and under the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such shall be terminated, without any other or further act or deed on Loan Documents. After the part of such retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation effectiveness of the successor L/C Issuer to issue letters resignation or removal of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent’s resignation hereunder as an Administrative Agent, the provisions of this Article IX and Sections 10.04 and 10.05 13 shall inure to its continue in effect for the benefit as to of such Administrative Agent in respect of any actions taken or omitted to be taken by it while it was Administrative Agent under this Credit Agreement. If no successor administrative agent has accepted appointment acting as Administrative Agent by hereunder and under the date thirty (30) days following a retiring Administrative Agent’s notice of resignationother Loan Documents. Notwithstanding anything contained herein to the contrary, 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 may assign its rights and duties under the Required Lenders appoint a successor agent as provided for aboveLoan Documents to any of its affiliates by giving Borrower and each Lender prior written notice.

Successor Administrative Agent. (a) The Administrative Agent may resign as Administrative Agent upon thirty (30) at any time by giving 30 days’ prior written notice thereof to the Lenders; provided, that any such resignation by Bank of America shall also constitute its resignation as L/C Issuer and Swing Line Lender. If the Administrative Agent resigns under this Credit Agreement, the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, which successor administrative agent shall be consented to by the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, whether or not a successor administrative agent from among Administrative Agent has been appointed. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Xxxxxxx, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a bank with an office in New York, New York or an Affiliate in New York, New York of any such bank. In either case, such appointment shall be subject to the prior written approval of the Borrower (which approval may not be unreasonably withheld and shall not be required while an Event of Default has occurred and is continuing). Upon the acceptance of its any appointment as Administrative Agent by a successor administrative agent hereunderAdministrative Agent, the Person acting as such successor administrative agent Administrative Agent shall succeed to to, and become vested with, all the rights, powers powers, privileges and duties of the retiring Administrative Agent, L/C Issuer and Swing Line Lender and . Upon the respective terms “acceptance of appointment as Administrative Agent by a successor Administrative Agent,” “L/C Issuer” and “Swing Line Lender” thereafter shall mean such successor administrative agent, Letter of Credit issuer and swing line lender, and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated discharged from its duties and obligations under this Agreement and the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such shall be terminated, without any other or further act or deed on the part of such retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation of the successor L/C Issuer Loan Documents. Prior to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents. (b) Notwithstanding paragraph (a) of this Section, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders and the Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents; provided that, solely for purposes of maintaining any security interest granted to the Administrative Agent under any Security Document for the benefit of the Secured Parties, the retiring Administrative Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Secured Parties, and continue to be entitled to the rights set forth in such Security Document and Loan Document, and, in the case of any Collateral in the possession of the Administrative Agent, shall continue to hold such Collateral, in each case until such time as a successor Administrative Agent is appointed and accepts such appointment in accordance with this Section (it being understood and agreed that the retiring Administrative Agent shall have no duty or obligation to take any further action under any Security Document, including any action required to maintain the perfection of any such security interest), and (ii) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided that (A) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (B) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall directly be given or made to each Lender. Following the effectiveness of the Administrative Agent’s resignation from its capacity as such, the provisions of this Article IX and Sections 10.04 Section 10.3, as well as any exculpatory, reimbursement and 10.05 indemnification provisions set forth in any other Loan Document, 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 any of them while the retiring Administrative Agent was acting as Administrative Agent and in respect of the matters referred to in the proviso under clause (i) above. (c) Any successor Administrative Agent appointed pursuant to this Section 9.5 shall deliver to Xxxxxxxx, on or before the date on which it while it was becomes the Administrative Agent hereunder, either (i) a duly executed copy of IRS Form W-9 (or any applicable successor form) certifying that the successor Administrative Agent is not subject to backup withholding, or (ii) (A) a duly completed and executed copy of IRS Form W-8ECI to establish that the successor Administrative Agent is not subject to withholding Taxes under the Code with respect to any amounts payable for the account of the successor Administrative Agent under this Credit Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date 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 Lenders shall perform all any of the duties Loan Documents, and (B) a duly executed copy of IRS Form W-8IMY, certifying on Part I and Part VI of such IRS Form W-8IMY (or applicable successor form or Parts) that it is a U.S. branch that has agreed to be treated as a U.S. person for United States federal withholding Tax purposes with respect to payments received by it from Borrower for the Administrative Agent hereunder until such time, if any, as account of others under the Required Lenders appoint a successor agent as provided for aboveLoan Documents.

Successor Administrative Agent. (a) The Administrative Agent may resign as Administrative Agent upon thirty (30) at any time by giving 30 days’ prior written notice thereof to the Lenders; provided, that the Issuing Banks and the Borrower, whether or not a successor Administrative Agent has been DB3/ 204690278.10 appointed. Upon any such resignation by Bank of America shall also constitute its resignation as L/C Issuer and Swing Line Lender. If the Administrative Agent resigns under this Credit Agreementresignation, the Required Lenders shall have the right to appoint from among a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders, xxx xxall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor administrative agent for the LendersAdministrative Agent, which successor administrative agent shall be consented a bank with an office in New York, New York or an Affiliate of any such bank. In either case, such appointment shall be subject to by the prior written approval of the Borrower at all times other than during the existence of (which approval may not be unreasonably withheld and shall not be required while an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayedhas occurred and is continuing). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its any appointment as Administrative Agent by a successor administrative agent hereunderAdministrative Agent, the Person acting as such successor administrative agent Administrative Agent shall succeed to to, and become vested with, all the rights, powers powers, privileges and duties of the retiring Administrative Agent, L/C Issuer and Swing Line Lender and . Upon the respective terms “acceptance of appointment as Administrative Agent by a successor Administrative Agent,” “L/C Issuer” and “Swing Line Lender” thereafter shall mean such successor administrative agent, Letter of Credit issuer and swing line lender, and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated discharged from its duties and obligations under this Agreement and the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such shall be terminated, without any other or further act or deed on the part of such retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation of the successor L/C Issuer Loan Documents. Prior to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents. (a) Notwithstanding paragraph (a) of this Section, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders, the Issuing Banks and the Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents; provided that, solely for purposes of maintaining any security interest granted to the Administrative Agent under any Security Document for the benefit of the secured parties referenced therein, the retiring Administrative Agent shall continue to be vested with such security interest as collateral agent for the benefit of such secured parties, and continue to be entitled to the rights set forth in such Security Document and Loan Document, and, in the case of any Collateral in the possession of the Administrative Agent, shall continue to hold such Collateral, in each case until such time as a successor Administrative Agent is appointed and accepts such appointment in accordance with this Section (it being understood and agreed that the retiring Administrative Agent shall have no duty or obligation to take any further action under any Security Document, including any action required to maintain the perfection of any such security interest), and (ii) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided that (A) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (B) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall directly be given or made to each Lender and each Issuing Bank. Following the effectiveness of the Administrative Agent’s resignation from its capacity as such, the provisions of this Article IX and Sections 10.04 Section 9.03, as well as any exculpatory, reimbursement and 10.05 indemnification provisions set forth in any 143 DB3/ 204690278.10 other Loan Document, 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 the retiring Administrative Agent under this Credit Agreement. If no successor administrative agent has accepted appointment was acting as Administrative Agent by the date 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 Lenders shall perform all in respect of the duties of matters referred to in the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for proviso under clause (i) above.

Successor Administrative Agent. (a) The Administrative Agent may resign as Administrative Agent upon thirty (30) at any time by giving 30 days’ prior written notice thereof to the Lenders; provided, that the Issuing Banks and the Borrower, whether or not a successor Administrative Agent has been appointed. Upon any such resignation by Bank of America resignation, the Majority Lenders shall also constitute its resignation as L/C Issuer and Swing Line Lenderhave the right to appoint a successor Administrative Agent. If the no successor Administrative Agent resigns under this Credit Agreementshall have been so appointed by the Majority Lenders, and shall have accepted such appointment, within 30 days after the Required Lenders shall appoint from among retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor administrative agent for the LendersAdministrative Agent, which successor administrative agent shall be consented a bank with an office in New York, New York or an Affiliate of any such bank. In either case, such appointment shall be subject to by the prior written approval of the Borrower at all times other than during the existence of (which approval may not be unreasonably withheld and shall not be required while an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayedhas occurred and is continuing). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its any appointment as Administrative Agent by a successor administrative agent hereunderAdministrative Agent, the Person acting as such successor administrative agent Administrative Agent shall succeed to to, and become vested with, all the rights, powers powers, privileges and duties of the retiring Administrative Agent, L/C Issuer and Swing Line Lender and . Upon the respective terms “acceptance of appointment as Administrative Agent by a successor Administrative Agent,” “L/C Issuer” and “Swing Line Lender” thereafter shall mean such successor administrative agent, Letter of Credit issuer and swing line lender, and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated discharged from its duties and obligations under this Agreement and the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such shall be terminated, without any other or further act or deed on the part of such retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation of the successor L/C Issuer Loan Documents. Prior to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents. (b) Notwithstanding paragraph (a) of this Section, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders, the Issuing Banks and the Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (ii) the Majority Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided that (A) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (B) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall directly be given or made to each Lender and each Issuing Bank. Following the effectiveness of the Administrative Agent’s resignation from its capacity as such, the provisions of this Article IX VIII and Sections 10.04 Section 9.03, as well as any exculpatory, reimbursement and 10.05 indemnification provisions set forth in any other Loan Document, 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 the retiring Administrative Agent under this Credit Agreement. If no successor administrative agent has accepted appointment was acting as Administrative Agent by the date 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 Lenders shall perform all in respect of the duties of matters referred to in the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for proviso under clause (i) above.

Successor Administrative Agent. The Administrative Agent may resign as at any time by giving written notice thereof to the Lenders and the Company, such resignation to be effective upon the appointment of a successor Administrative Agent upon thirty (30) days’ or, if no successor Administrative Agent has been appointed, forty-five days after the retiring Administrative Agent gives notice of its intention to resign. The Administrative Agent may be removed at any time with or without cause by written notice received by the Administrative Agent from the Required Lenders; provided, that such removal to be effective on the date specified by the Required Lenders. Upon any such resignation by Bank of America shall also constitute its resignation as L/C Issuer and Swing Line Lender. If the Administrative Agent resigns under this Credit Agreementor removal, the Required Lenders shall appoint from among have the Lenders a successor administrative agent for right to appoint, on behalf of the Company and the Lenders, a successor Administrative Agent, which successor administrative agent Administrative Agent shall (unless a Default shall have occurred and be consented to continuing) be approved by the Borrower at all times other than during the existence of an Event of Default Company (which consent of the Borrower approval shall not be unreasonably withheld or delayed). If no successor administrative agent is Administrative Agent shall have been so appointed by the Required Lenders within thirty days after the resigning Administrative Agent's giving notice of its intention to resign, then the resigning Administrative Agent may appoint, on behalf of the Company and the Lenders, a successor Administrative Agent. Notwithstanding the previous sentence, without the consent of any Lender but upon thirty days prior written notice to the effective date of Lenders and the resignation of the Administrative AgentCompany, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, appoint any of its Affiliates which is a commercial bank as a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent Administrative Agent hereunder, the Person acting as such which successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, L/C Issuer and Swing Line Lender and the respective terms “Administrative Agent,” “L/C Issuer” and “Swing Line Lender” thereafter shall mean such successor administrative agent, Letter of Credit issuer and swing line lender, and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall (unless a Default shall have occurred and be terminated continuing) be approved by the Company (which approval shall not be unreasonably withheld or delayed). If the Administrative Agent has resigned or been removed and the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such shall be terminated, without any other or further act or deed on the part of such retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation of the no successor L/C Issuer to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent’s resignation hereunder as Administrative AgentAgent has been appointed, the provisions of this Article IX and Sections 10.04 and 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Credit Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date 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 Lenders shall may perform all of the duties of the Administrative Agent hereunder and the Company shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such time, if any, successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be a commercial bank having capital and retained earnings of at least $5,000,000,000. Upon the acceptance of any appointment as the Required Lenders appoint Administrative Agent hereunder by a successor agent as provided for above.Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning or removed Administrative Agent. Upon the effectiveness of the resignation or removal of the Administrative Agent, the resigning or removed Administrative Agent shall be discharged from its duties and obligations hereunder and

Successor Administrative Agent. (a) The Administrative Agent may resign as Administrative Agent upon thirty (30) at any time by giving 30 days’ prior written notice thereof to the Lenders; provided, that the Issuing Banks and the Borrower Representative, whether or not a successor Administrative Agent has been appointed. Upon any such resignation by Bank of America shall also constitute its resignation as L/C Issuer and Swing Line Lender. If the Administrative Agent resigns under this Credit Agreementresignation, the Required Lenders shall have the right to appoint from among a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Xxxxxxx, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor administrative agent for the LendersAdministrative Agent, which successor administrative agent shall be consented a bank with an office in New York, New York or an Affiliate of any such bank. In either case, such appointment shall be subject to by the prior written approval of the Borrower at all times other than during the existence of Representative (which approval may not be unreasonably withheld and shall not be required while an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayedhas occurred and is continuing). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its any appointment as Administrative Agent by a successor administrative agent hereunderAdministrative Agent, the Person acting as such successor administrative agent Administrative Agent shall succeed to to, and become vested with, all the rights, powers powers, privileges and duties of the retiring Administrative Agent, L/C Issuer and Swing Line Lender and . Upon the respective terms “acceptance of appointment as Administrative Agent by a successor Administrative Agent,” “L/C Issuer” and “Swing Line Lender” thereafter shall mean such successor administrative agent, Letter of Credit issuer and swing line lender, and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated discharged from its duties and obligations under this Agreement and the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such shall be terminated, without any other or further act or deed on the part of such retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation of the successor L/C Issuer Loan Documents. Prior to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents. (b) Notwithstanding paragraph (a) of this Section, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders, the Issuing Banks and the Borrowers, whereupon, on the date of effectiveness of such resignation stated in such notice, (i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents; provided that, solely for purposes of maintaining any security interest granted to the Administrative Agent under any Collateral Document for the benefit of the Secured Parties, the retiring Administrative Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Secured Parties, and continue to be entitled to the rights set forth in such Collateral Document and Loan Document, and, in the case of any Collateral in the possession of the Administrative Agent, shall continue to hold such Collateral, in each case until such time as a successor Administrative Agent is appointed and accepts such appointment in accordance with this Section (it being understood and agreed that the retiring Administrative Agent shall have no duty or obligation to take any further action under any Collateral Document, including any action required to maintain the perfection of any such security interest), and (ii) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided that (A) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (B) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall directly be given or made to each Lender and each Issuing Bank. Following the effectiveness of the Administrative Agent’s resignation from its capacity as such, the provisions of this Article IX Article, Sections 2.17(d) and Sections 10.04 9.03, as well as any exculpatory, reimbursement and 10.05 indemnification provisions set forth in any other Loan Document, 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 the retiring Administrative Agent under this Credit Agreement. If no successor administrative agent has accepted appointment was acting as Administrative Agent by the date 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 Lenders shall perform all in respect of the duties of matters referred to in the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for proviso under paragraph (a) above.

Successor Administrative Agent. (a) The Administrative Agent may resign as Administrative Agent upon thirty (30) at any time by giving 30 days’ prior written notice thereof to the Lenders; provided, that the Issuing Bank and the Borrower, whether or not a successor Administrative Agent has been appointed. Upon any such resignation by Bank of America shall also constitute its resignation as L/C Issuer and Swing Line Lender. If the Administrative Agent resigns under this Credit Agreementresignation, the Required Lenders shall have the right to appoint from among a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor administrative agent for the LendersAdministrative Agent, which successor administrative agent shall be consented a bank with an office in New York, New York or an Affiliate of any such bank. In either case, such appointment shall be subject to by the prior written approval of the Borrower at all times other than during the existence of (which approval may not be unreasonably withheld and shall not be required while an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayedhas occurred and is continuing). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its any appointment as Administrative Agent by a successor administrative agent hereunderAdministrative Agent, the Person acting as such successor administrative agent Administrative Agent shall succeed to to, and become vested with, all the rights, powers powers, privileges and duties of the retiring Administrative Agent, L/C Issuer and Swing Line Lender and . Upon the respective terms “acceptance of appointment as Administrative Agent by a successor Administrative Agent,” “L/C Issuer” and “Swing Line Lender” thereafter shall mean such successor administrative agent, Letter of Credit issuer and swing line lender, and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated discharged from its duties and obligations under this Agreement and the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such shall be terminated, without any other or further act or deed on the part of such retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation of the successor L/C Issuer Loan Documents. Prior to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents. (b) Notwithstanding paragraph (a) of this Section, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders, the Issuing Bank and the Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents; and (ii) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided that (A) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (B) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall directly be given or made to each Lender and Issuing Bank. Following the effectiveness of the Administrative Agent’s resignation from its capacity as such, the provisions of this Article IX and Sections 10.04 Section 9.03, as well as any exculpatory, reimbursement and 10.05 indemnification provisions set forth in any other Loan Document, 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 the retiring Administrative Agent under this Credit Agreement. If no successor administrative agent has accepted appointment was acting as Administrative Agent by the date 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 Lenders shall perform all in respect of the duties of matters referred to in the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for proviso under clause (i) above.

Successor Administrative Agent. (a) The Administrative Agent may resign as Administrative Agent upon thirty (30) at any time by giving 30 days’ prior written notice thereof to the Lenders; provided, that the Issuing Banks and the Borrower, whether or not a successor Administrative Agent has been appointed. Upon any such resignation by Bank of America shall also constitute its resignation as L/C Issuer and Swing Line Lender. If the Administrative Agent resigns under this Credit Agreementresignation, the Required Lenders shall have the right to appoint from among a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor administrative agent for the LendersAdministrative Agent, which successor administrative agent shall be consented a bank with an office in New York, New York or an Affiliate of any such bank. In either case, such appointment shall be subject to by the prior written approval of the Borrower at all times other than during the existence of (which approval may not be unreasonably withheld and shall not be required while an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayedhas occurred and is continuing). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its any appointment as Administrative Agent by a successor administrative agent hereunderAdministrative Agent, the Person acting as such successor administrative agent Administrative Agent shall succeed to to, and become vested with, all the rights, powers powers, privileges and duties of the retiring Administrative Agent, L/C Issuer and Swing Line Lender and . Upon the respective terms “acceptance of appointment as Administrative Agent by a successor Administrative Agent,” “L/C Issuer” and “Swing Line Lender” thereafter shall mean such successor administrative agent, Letter of Credit issuer and swing line lender, and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated discharged from its duties and obligations under this Agreement and the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such shall be terminated, without any other or further act or deed on the part of such retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation of the successor L/C Issuer Loan Documents. Prior to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents. (b) Notwithstanding paragraph (a) of this Section 8.05, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders, the Issuing Banks and the Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (ii) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided that (A) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (B) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall directly be given or made to each Lender and each Issuing Bank. Following the effectiveness of the Administrative Agent’s resignation from its capacity as such, the provisions of this Article IX VIII and Sections 10.04 Section 9.03, as well as any exculpatory, reimbursement and 10.05 indemnification provisions set forth in any other Loan Document, 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 Administrative Agent under this Credit Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date thirty (30) days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent was acting as 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 for above.

Successor Administrative Agent. (i) The Administrative Agent may resign as Administrative Agent upon thirty (30) at any time by giving 30 days’ prior written notice thereof to the Lenders; provided, that the Issuer s and the Borrower, whether or not a successor Administrative Agent has been appointed. Upon any such resignation by Bank of America shall also constitute its resignation as L/C Issuer and Swing Line Lender. If the Administrative Agent resigns under this Credit Agreementresignation, the Required Lenders shall have the right to appoint from among a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuer s, appoint a successor administrative agent for the LendersAdministrative Agent, which successor administrative agent shall be consented a bank with an office in New York, New York or an Affiliate of any such bank. In either case, such appointment shall be subject to by the Borrower at all times other than during the existence of an Event of Default (which consent prior written approval of the Borrower shall (which approval may not be unreasonably withheld or delayedand shall not be required while a Default has occurred and is continuing). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its any appointment as Administrative Agent by a successor administrative agent hereunderAdministrative Agent, the Person acting as such successor administrative agent Administrative Agent shall succeed to to, and become vested with, all the rights, powers powers, privileges and duties of the retiring Administrative Agent, L/C Issuer and Swing Line Lender and . Upon the respective terms “acceptance of appointment as Administrative Agent by a successor Administrative Agent,” “L/C Issuer” and “Swing Line Lender” thereafter shall mean such successor administrative agent, Letter of Credit issuer and swing line lender, and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated discharged from its duties and obligations under this Agreement and the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such shall be terminated, without any other or further act or deed on the part of such retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation of the successor L/C Issuer Loan Documents. Prior to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents. (ii) Notwithstanding paragraph (i) of this Section, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders, the Issuer s and the Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (x) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (y) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided that (A) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (B) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall directly be given or made to each Lender and each Issuer .. Following the effectiveness of the Administrative Agent’s resignation from its capacity as such, the provisions of this Article IX and Sections 10.04 Section 9.5, as well as any exculpatory, reimbursement and 10.05 indemnification provisions set forth in any other Loan Document, 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 Administrative Agent under this Credit Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date thirty (30) days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent was acting as 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 for above.

Successor Administrative Agent. The Administrative Agent may resign as at any time by giving written notice thereof to the Lenders and the Borrower, such resignation to be effective upon the appointment of a successor Administrative Agent upon thirty (30) days’ or, if no successor Administrative Agent has been appointed, forty-five days after the retiring Administrative Agent gives notice of its intention to resign. Upon any such resignation, the Required Lenders shall have the right to appoint, on behalf of the Borrower and the Lenders; provided, that a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders within thirty days after the resigning Administrative Agent’s giving notice of its intention to resign, then the resigning Administrative Agent may appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent. Notwithstanding the previous sentence, the Administrative Agent may at any such resignation by Bank time without the consent of America shall also constitute the Borrower or any Lender, appoint any of its resignation Affiliates which is a commercial bank as L/C Issuer and Swing Line Lendera successor Administrative Agent hereunder. If the Administrative Agent resigns under this Credit Agreementhas resigned and no successor Administrative Agent has been appointed, the Required Lenders shall appoint from among may perform all the Lenders a successor administrative agent for duties of the Lenders, which successor administrative agent shall be consented to by the Borrower at all times other than during the existence of an Event of Default (which consent of Administrative Agent hereunder and the Borrower shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior make all payments in respect of the Obligations to the effective date applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be a commercial bank having capital and retained earnings of at least $100,000,000. 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 resigning Administrative Agent. Upon the effectiveness of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, the Person acting as such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, L/C Issuer and Swing Line Lender and the respective terms “Administrative Agent,” “L/C Issuer” and “Swing Line Lender” thereafter shall mean such successor administrative agent, Letter of Credit issuer and swing line lender, and the retiring Administrative Agent’s appointment, powers and duties as resigning Administrative Agent shall be terminated discharged from its duties and obligations hereunder and under the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such shall be terminated, without any other or further act or deed on Loan Documents. After the part of such retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation effectiveness of the successor L/C Issuer to issue letters resignation of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent’s resignation hereunder as an Administrative Agent, the provisions of this Article IX and Sections 10.04 and 10.05 X shall inure to its continue in effect for the benefit as to of such Administrative Agent in respect of any actions taken or omitted to be taken by it while it was Administrative Agent under this Credit Agreement. If no successor administrative agent has accepted appointment acting as Administrative Agent by the date 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 Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as and under the Required Lenders appoint other Loan Documents. In the event that there is a successor agent to the Administrative Agent by merger, or the Administrative Agent assigns its duties and obligations to an Affiliate pursuant to this Section 10.12, then the term “Prime Rate” as provided for aboveused in this Agreement shall mean the prime rate, base rate or other analogous rate of the new Administrative Agent.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon thirty 30 days (3010 days if an Event of Default has occurred and is continuing) days’ prior written notice to the Lenders (unless such notice is waived by the Required Lenders; provided, that ) and Borrowers (unless such notice is waived by Borrowers) and without any such resignation by notice to the Bank of America shall also constitute its resignation as L/C Issuer and Swing Line LenderProduct Providers. If the Administrative Agent resigns under this Credit Agreement, the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lendersbe entitled, which successor administrative agent shall be consented to by the Borrower at all times other than during the existence of an with (so long as no Event of Default (which has occurred and is continuing) the consent of the Borrower shall Borrowers (such consent not to be unreasonably withheld withheld, delayed, or delayedconditioned), appoint a successor Administrative Agent for the Lenders (and the Bank Product Providers). If, at the time that Administrative Agent’s resignation is effective, it is acting as Issuing Bank or the Swing Lender, such resignation shall also operate to effectuate its resignation as Issuing Bank or the Swing Lender, as applicable, and it shall automatically be relieved of any further obligation to issue Letters of Credit, or to make Swing Loans. If no successor administrative agent Administrative Agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the BorrowerBorrowers, a successor administrative agent Administrative Agent. If Administrative Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Administrative Agent with a successor Administrative Agent from among the LendersLenders with (so long as no Event of Default has occurred and is continuing) the consent of Borrowers (such consent not to be unreasonably withheld, delayed, or conditioned). Upon In any such event, upon the acceptance of its appointment as successor administrative agent Administrative Agent hereunder, the Person acting as such successor administrative agent Administrative Agent shall succeed to all the rights, powers powers, and duties of the retiring Administrative Agent, L/C Issuer and Swing Line Lender Agent and the respective terms term “Administrative Agent,” “L/C Issuer” and “Swing Line Lender” thereafter shall mean such successor administrative agent, Letter of Credit issuer and swing line lender, Administrative Agent and the retiring Administrative Agent’s appointment, powers powers, and duties as Administrative Agent shall be terminated and the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such shall be terminated, without any other or further act or deed on the part of such retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation of the successor L/C Issuer to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article IX and Sections 10.04 and 10.05 Section 15 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Credit Agreement. If no successor administrative agent Administrative Agent has accepted appointment as Administrative Agent by the date thirty (30) 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 the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent Administrative Agent as provided for above.