Common use of Successor Administrative Agent Clause in Contracts

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent, subject to the approval by the Borrower provided that no Default or Event of Default shall exist at such time. If 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 resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or any state thereof or a bank which maintains an office in the United States, having a combined capital and surplus of at least $500,000,000. (b) Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Credit Documents. If within 45 days after written notice is given of the retiring Administrative Agent’s resignation under this Section 8.7 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Credit Documents until such time as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s resignation hereunder, the provisions of this Article shall continue in effect for the benefit of such retiring Administrative Agent and its representatives and agents in respect of any actions taken or not taken by any of them while it was serving as the Administrative Agent.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent, subject to the approval by the Borrower provided that no Default or Event of Default shall exist at such time. If 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 resignation, then the retiring Administrative Agent may, on behalf of the LendersLenders and the Issuing Bank, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or any state thereof or a bank which maintains an office in the United States, having a combined capital and surplus of at least $500,000,000. (b) Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Credit Loan Documents. If within 45 days after written notice is given of the retiring Administrative Agent’s resignation under this Section 8.7 9.7 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Credit Loan Documents until such time as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s resignation hereunder, the provisions of this Article shall continue in effect for the benefit of such retiring Administrative Agent and its representatives and agents in respect of any actions taken or not taken by any of them while it was serving as the Administrative Agent.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent, subject to the approval by the Borrower provided that no Default or Event of Default shall exist at such time. If 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 resignation, then the retiring Administrative Agent may, on behalf of the LendersLenders and the Issuing Bank, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or any state thereof or a bank which maintains an office in the United States, having a combined capital and surplus of at least $500,000,000. (b) Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Credit Loan Documents. If within 45 days after written notice is given of the retiring Administrative Agent’s 's resignation under this Section 8.7 9.7 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s 's resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Credit Loan Documents until such time as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s 's resignation hereunder, the provisions of this Article IX shall continue in effect for the benefit of such retiring Administrative Agent and its representatives and agents in respect of any actions taken or not taken by any of them while it was serving as the Administrative Agent.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time time, effective upon the appointment and acceptance of a successor Administrative Agent as provided below, by giving at least five days’ written notice thereof to the Lenders each Purchaser and the BorrowerSeller and may be removed at any time with cause by the Purchasers acting jointly. Upon any such resignationresignation or removal, the Required Lenders Purchasers and (unless a Termination Event then exists) the Seller acting jointly shall have the right to appoint a successor Administrative Agent, subject to . Each of the Purchasers and the Seller agrees that it shall not unreasonably withhold or delay its approval by of the Borrower provided that no Default or Event appointment of Default shall exist at such timea successor Administrative Agent. If no such successor Administrative Agent shall have been so appointed, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent’s giving of notice of resignationresignation or the removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the LendersSecured Parties, appoint a successor Administrative Agent, Agent which successor Administrative Agent shall be either (i) a commercial bank organized under the laws of the United States or of America or any state thereof or a bank which maintains an office in the United States, having and have a combined capital and surplus of at least $500,000,000. 50,000,000 or (bii) an Affiliate of such a bank. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Credit Documents. If within 45 days after written notice is given of the retiring Administrative Agent’s resignation under this Section 8.7 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Credit Documents until such time as the Required Lenders appoint a successor Administrative Agent as provided aboveAgreement. After any retiring Administrative Agent’s resignation hereunderor removal hereunder as Administrative Agent, the provisions of this Article XII shall continue in effect for the to inure to its benefit of such retiring Administrative Agent and its representatives and agents in respect of as to any actions taken or not omitted to be taken by any of them it while it was serving as the Administrative AgentAgent under this Agreement.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent, subject to the approval by the Borrower provided that no Default or Event of Default shall exist at such time. If 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 resignation, then the retiring Administrative Agent may, on behalf of the LendersLenders and the Issuing Bank, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or any state thereof or a bank which maintains an office in the United States, having a combined capital and surplus of at least $500,000,000. (b) Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Credit Loan Documents. If within 45 days after written notice is given of the retiring Administrative Agent’s resignation under this Section 8.7 9.7 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Credit Loan Documents until such time as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s resignation hereunder, the provisions of this Article IX shall continue in effect for the benefit of such retiring Administrative Agent and its representatives and agents in respect of any actions taken or not taken by any of them while it was serving as the Administrative Agent.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving written as Administrative Agent and Collateral Agent upon 10 days’ notice thereof to the Lenders and the Borrower. Upon any such resignationIf the Administrative Agent shall resign as Administrative Agent and Collateral Agent under this Agreement and the other Loan Documents, then the Borrower shall have the right, subject to the reasonable consent of the Required Lenders (so long as no Event of Default under Section 7.01(b), (c), (h) or (i) shall have occurred and be continuing, in which case the Required Lenders shall have the right right), to appoint a successor Administrative Agent, subject to the approval by the Borrower provided that no Default or Event of Default shall exist at such time. If 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 resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or any state thereof or a bank which maintains with an office in the United States, having a combined capital and surplus or an Affiliate of at least $500,000,000. (b) Upon any such bank with an office in the acceptance of its appointment as the Administrative Agent hereunder by a successorUnited States, whereupon such successor Administrative Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Administrative Agent and Collateral Agent, and the retiring term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be discharged from its duties and obligations under terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement and or any holders of the other Credit DocumentsLoans. If within 45 no successor agent has accepted appointment as Administrative Agent by the date that is 10 days after written notice is given of the following a retiring Administrative Agent’s resignation under this Section 8.7 no successor Administrative Agent shall have been appointed and shall have accepted such appointmentnotice of resignation, then on such 45th day (i) the retiring Administrative Agent’s resignation shall nevertheless thereupon become effectiveeffective (except in the case of the Collateral Agent holding collateral security on behalf of such Secured Parties, (ii) the retiring Administrative Collateral Agent shall thereupon be discharged from its duties and obligations under the Credit Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Credit Documents continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed), and the Lenders shall assume and perform all of the duties of the Administrative Agent and Collateral Agent hereunder until such time, if any, as the Borrower (or the Required Lenders Lenders) appoint a successor Administrative Agent agent as provided for above. After any retiring Administrative Agent’s resignation hereunderas Administrative Agent, the provisions of this Article Section 8.09 shall continue in effect for the inure to its benefit of such retiring Administrative Agent and its representatives and agents in respect of as to any actions taken or not omitted to be taken by any of them it while it was serving as Administrative Agent under this Agreement and the Administrative Agentother Loan Documents.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent, subject to the approval by the Borrower provided that no Default or Event of Default shall exist at such time. If 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 resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or any state thereof or a bank which maintains an office in the United States, having a combined capital and surplus of at least $500,000,000. (b) Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Credit Loan Documents. If within 45 days after written notice is given of the retiring Administrative Agent’s resignation under this Section 8.7 9.7 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Credit Loan Documents until such time as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s resignation hereunder, the provisions of this Article shall continue in effect for the benefit of such retiring Administrative Agent and its representatives and agents in respect of any actions taken or not taken by any of them while it was serving as the Administrative Agent.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent, subject to the approval by the Borrower provided that no Default or Event of Default shall exist at such time. If 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 resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or any state thereof or a bank which maintains an office in the United States, having a combined capital and surplus of at least $500,000,000. (b) Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Credit Loan Documents. If If, within 45 days after written notice is given of the retiring Administrative Agent’s resignation under this Section 8.7 Section, no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Credit Loan Documents until such time as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s resignation hereunder, the provisions of this Article shall continue in effect for the benefit of such retiring Administrative Agent and its representatives and agents in respect of any actions taken or not taken by any of them while it was serving as the Administrative Agent. (c) In addition to the foregoing, if a Lender becomes, and during the period it remains, a Defaulting Lender, and if any Default has arisen from a failure of the Borrower to comply with Section 2.26(a), then each Issuing Bank and the Swingline Lender may, upon prior written notice to the Borrower and the Administrative Agent, resign as an Issuing Bank or as Swingline Lender, as the case may be, effective at the close of business Atlanta, Georgia time on a date specified in such notice (which date may not be less than five (5) Business Days after the date of such notice).

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and Mondelēz and may be removed at any time with or without cause by the BorrowerRequired Lenders. Upon any such resignationthe resignation or removal of the Administrative Agent, the Required Lenders shall have the right to appoint a successor Administrative Agent, subject to Agent (with the approval by the Borrower provided that consent of Mondelēz so long as no Default or Event of Default shall exist at such timehave occurred and be continuing). If no successor Administrative Agent shall have been so appointedappointed by the Required Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent’s giving of notice of resignationresignation or the Required Lenders’ removal of the retiring Administrative Agent, then the retiring Administrative Agent maymay (with the consent of Mondelēz so long as no Event of Default shall have occurred and be continuing), on behalf of the Lenders, appoint a successor Administrative Agent, which shall be (a) a Lender and (b) a commercial bank organized under the laws of the United States of America or of any state State thereof or a bank which maintains an office in the United States, and having a combined capital and surplus of at least $500,000,000. (b) . Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and Agreement; provided that should the other Credit Documents. If within 45 days after written notice is given of the retiring Administrative Agent’s resignation under this Section 8.7 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Credit Documents until such time as the Required Lenders for any reason not appoint a successor Administrative Agent, which it is under no obligation to do, then the rights, powers, discretion, privileges and duties referred to in this Section 7.06 shall be vested in the Required Lenders until a successor Administrative Agent as provided abovehas been appointed. After any retiring Administrative Agent’s resignation hereunderor removal hereunder as Administrative Agent, the provisions of this Article VII shall continue in effect for the inure to its benefit of such retiring Administrative Agent and its representatives and agents in respect of as to any actions taken or not omitted to be taken by any of them it while it was serving as the Administrative AgentAgent under this Agreement.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent, subject to the approval by the Borrower provided that no Default or Event of Default shall exist at such time. If 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 resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, Agent which shall be a commercial bank organized under the laws of the United States of America or any state thereof or a bank which maintains an office in the United States, having a combined capital and surplus of at least $500,000,000. (b) Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Credit Loan Documents. If If, within 45 days after written notice is given of the retiring Administrative Agent’s resignation under this Section 8.7 Section, no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Credit Loan Documents until such time as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s resignation hereunder, the provisions of this Article shall continue in effect for the benefit of such retiring Administrative Agent and its representatives and agents in respect of any actions taken or not taken by any of them while it was serving as the Administrative Agent. (c) In addition to the foregoing, if a Lender becomes, and during the period it remains, a Defaulting Lender, and if any Default has arisen from a failure of the Borrower to comply with Section 2.24(a), then the Issuing Bank may, upon prior written notice to the Borrower and the Administrative Agent, resign as Issuing Bank effective at the close of business Atlanta Georgia time on the Business Day specified in such notice (which date may not be less than five (5) Business Days after the date of such notice).

Successor Administrative Agent. (a) The So long as no Event of Default has occurred and is continuing, the Administrative Agent, the Borrower and a successor agent who is a Revolving Lender may, in their sole discretion at any time, agree that such successor agent shall replace the outgoing administrative Agent as Administrative Agent hereunder and under the other Loan Documents. In addition, the Administrative Agent may in its sole discretion resign as Administrative Agent at any time by giving written upon 30 days’ notice thereof to the Lenders and the Borrower. Upon any such resignationIf the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall have appoint from among the right to appoint Lenders a successor Administrative Agentagent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a) or Section 8(g) with respect to the Borrower shall have occurred and be continuing) be subject to the approval by the Borrower provided that no Default (which approval shall not be unreasonably withheld or Event delayed). Any successor agent shall succeed to the rights, powers and duties of Default the Administrative Agent, and the term “Administrative Agent” shall exist at mean such timesuccessor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall have been so appointednevertheless thereupon become effective, and the Lenders shall have accepted assume and perform all of the duties of the Administrative Agent hereunder until such appointment within 30 days after time, if any, as the Required Lenders appoint a successor agent as provided for above (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Issuing Lender under any of the Loan Documents, the retiring Administrative Agent gives notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed). After any retiring Administrative Agent’s resignation as Administrative Agent, which the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be a commercial bank organized taken by it while it was Administrative Agent under this Agreement and the laws of other Loan Documents. Any resignation by the United States of America or any state thereof or a bank which maintains an office in the United States, having a combined capital Administrative Agent pursuant to this Section shall also constitute its resignation as Issuing Lender and surplus of at least $500,000,000. (b) Swingline Lender. Upon the acceptance of its a successor’s appointment as the Administrative Agent hereunder by a successorhereunder, (i) such successor Administrative Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent, Issuing Lender and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Credit Documents. If within 45 days after written notice is given of the retiring Administrative Agent’s resignation under this Section 8.7 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation shall become effectiveSwingline Lender, (ii) the retiring Administrative Agent Issuing Lender and Swingline Lender shall thereupon be discharged from its all of their respective duties and obligations hereunder or under the Credit Documents other Loan Documents, and (iii) the Required Lenders successor Issuing Lender shall thereafter perform all duties issue new letters of credit either (x) in substitution for the Letters of Credit issued by the retiring Issuing Lender or (y) to backstop such Letters of Credit, in each case, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit. Any Issuing Lender that is not the Administrative Agent under may resign as an Issuing Lender as separately agreed in writing between such Issuing Lender and the Credit Documents until such time as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s resignation hereunder, the provisions of this Article shall continue in effect for the benefit of such retiring Administrative Agent and its representatives and agents in respect of any actions taken or not taken by any of them while it was serving as the Administrative AgentBorrower.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and Kraft Foods Group and may be removed at any time with or without cause by the BorrowerRequired Lenders. Upon any such resignationthe resignation or removal of the Administrative Agent, the Required Lenders shall have the right to appoint a successor Administrative Agent, subject to Agent (with the approval by the Borrower provided that consent of Kraft Foods Group so long as no Default or Event of Default shall exist at such timehave occurred and be continuing). If no successor Administrative Agent shall have been so appointedappointed by the Required Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent’s giving of notice of resignationresignation or the Required Lenders’ removal of the retiring Administrative Agent, then the retiring Administrative Agent maymay (with the consent of Kraft Foods Group so long as no Event of Default shall have occurred and be continuing), on behalf of the Lenders, appoint a successor Administrative Agent, which shall be (a) a Lender and (b) a commercial bank organized under the laws of the United States of America or of any state State thereof or a bank which maintains an office in the United States, and having a combined capital and surplus of at least $500,000,000. (b) . Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and Agreement; provided that should the other Credit Documents. If within 45 days after written notice is given of the retiring Administrative Agent’s resignation under this Section 8.7 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Credit Documents until such time as the Required Lenders for any reason not appoint a successor Administrative Agent, which it is under no obligation to do, then the rights, powers, discretion, privileges and duties referred to in this Section 7.06 shall be vested in the Required Lenders until a successor Administrative Agent as provided abovehas been appointed. After any retiring Administrative Agent’s resignation hereunderor removal hereunder as Administrative Agent, the provisions of this Article VII shall continue in effect for the inure to its benefit of such retiring Administrative Agent and its representatives and agents in respect of as to any actions taken or not omitted to be taken by any of them it while it was serving as the Administrative AgentAgent under this Agreement.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower. Upon any such resignation, (i) the Borrower, with the consent of the Required Lenders (such consent not to be unreasonably withheld or delayed) or (ii) if an Event of Default has occurred and is continuing, then the Required Lenders, shall have the right to appoint a successor Administrative Agent, subject to the approval by the Borrower provided that no Default or Event of Default shall exist at such time. If no successor Administrative Agent shall have been so appointed, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a commercial bank organized or licensed under the laws of the United States of America or of any state State thereof or a bank which maintains an office in the United States, and having a combined capital and surplus of at least $500,000,000250,000,000. (b) If the Person serving as Administrative Agent is a Defaulting Lender, (i) the Borrower, with the consent of the Required Lenders (such consent not to be unreasonably withheld or delayed) or (ii) if an Event of Default has occurred and is continuing, then the Required Lenders, shall have the right to appoint a successor Administrative Agent. (c) Upon the acceptance of its appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges duties and duties obligations of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Credit Documents. If within 45 days after written notice is given of the retiring Administrative Agent’s resignation under this Section 8.7 no hereunder; provided that if such successor Administrative Agent shall have been is appointed and shall have accepted without the consent of the Borrower, such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation shall become effective, (ii) the retiring successor Administrative Agent shall thereupon may be discharged from its duties and obligations under replaced by the Credit Documents and (iii) Borrower with the consent of the Required Lenders shall thereafter perform all duties so long as no Event of Default has occurred and is continuing at the retiring Administrative Agent under the Credit Documents until such time as the Required Lenders appoint a successor Administrative Agent as provided abovetime. After any retiring Administrative Agent’s resignation hereunderor removal hereunder as Administrative Agent, the provisions of this Article shall continue in effect for the inure to its benefit of such retiring Administrative Agent and its representatives and agents in respect of as to any actions taken or not omitted to be taken by any of them it while it was serving as the Administrative Agent. (d) The fees payable by the Borrower to any successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent, subject to the approval by the Borrower provided that no Default or Event of Default shall exist at such time. If 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 resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or any state thereof or a bank which maintains an office in the United States, having a combined capital and surplus of at least $500,000,000. (b) Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Credit Loan Documents. If within 45 days after written notice is given of the retiring Administrative Agent’s resignation under this Section 8.7 9.7 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Credit Loan Documents until such time as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s resignation hereunder, the provisions of this Article IX shall continue in effect for the benefit of such retiring Administrative Agent and its representatives and agents in respect of any actions taken or not taken by any of them while it was serving as the Administrative Agent.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the BorrowerBorrowers. Upon any such resignation, (i) the Company, with the consent of the Required Lenders (such consent not to be unreasonably withheld or delayed), or (ii) if an Event of Default has occurred and is continuing, then the Required Lenders, shall have the right to appoint a successor Administrative Agent, subject to the approval by the Borrower provided that no Default or Event of Default shall exist at such time. If no successor Administrative Agent shall have been so appointed, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a commercial bank organized or licensed under the laws of the United States of America or of any state State thereof or a bank which maintains an office in the United States, and having a combined capital and surplus of at least $500,000,000250,000,000. (b) If the Person serving as Administrative Agent is a Defaulting Lender, (i) the Company, with the consent of the Required Lenders (such consent not to be unreasonably withheld or delayed), or (ii) if an Event of Default has occurred and is continuing, then the Required Lenders, shall have the right to appoint a successor Administrative Agent. (c) Upon the acceptance of its appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges duties and duties obligations of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Credit Documents. If within 45 days after written notice is given of the retiring Administrative Agent’s resignation under this Section 8.7 no hereunder; provided that if such successor Administrative Agent shall have been is appointed and shall have accepted without the consent of the Company, such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation shall become effective, (ii) the retiring successor Administrative Agent shall thereupon may be discharged from its duties and obligations under replaced by the Credit Documents and (iii) Company with the consent of the Required Lenders shall thereafter perform all duties so long as no Event of Default has occurred and is continuing at the retiring Administrative Agent under the Credit Documents until such time as the Required Lenders appoint a successor Administrative Agent as provided abovetime. After any retiring Administrative Agent’s resignation hereunderor removal hereunder as Administrative Agent, the provisions of this Article shall continue in effect for the inure to its benefit of such retiring Administrative Agent and its representatives and agents in respect of as to any actions taken or not omitted to be taken by any of them it while it was serving as the Administrative Agent. (d) The fees payable by the Company to any successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent, subject to the approval by the Borrower provided that no Default or Event of Default shall exist at such time. If 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 resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or any state thereof or a bank which maintains an office in the United States, having a combined capital and surplus of at least $500,000,000. (b) Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Credit Loan Documents. If If, within 45 days after written notice is given of the retiring Administrative Agent’s resignation under this Section 8.7 Section, no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Credit Loan Documents until such time as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s resignation hereunder, the provisions of this Article shall continue in effect for the benefit of such retiring Administrative Agent and its representatives and agents in respect of any actions taken or not taken by any of them while it was serving as the Administrative Agent. (c) In addition to the foregoing, if a Lender becomes, and during the period it remains, a Defaulting Lender, and if any Default has arisen from a failure of the Borrower to comply with Section 2.26(a), then the Issuing Bank and the Swingline Lender may, upon prior written notice to the Borrower and the Administrative Agent, resign as Issuing Bank or as Swingline Lender, as the case may be, effective at the close of business Atlanta, Georgia time on a date specified in such notice (which date may not be less than five (5) Business Days after the date of such notice).

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent, subject to the approval by the Borrower provided that no Default or Event of Default shall exist at such time. If no successor 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 resignation, then the retiring Administrative Agent may, on behalf of the LendersLenders and the Issuing Bank, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or any state thereof or a bank which maintains an office in the United States, having a combined capital and surplus of at least $500,000,000. (b) Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon there­upon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Credit Loan Documents. If within 45 days after written notice is given of the retiring Administrative Agent’s resignation under this Section 8.7 9.7 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Credit Loan Documents until such time as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring retir­ing Administrative Agent’s resignation hereunder, the provisions provi­sions of this Article shall continue in effect for the benefit of such retiring Administrative Agent and its representatives and agents in respect of any actions ac­tions taken or not taken by any of them while it was serving as the Administrative Agent.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent, subject to the approval by the Borrower provided that no Default or Event of Default shall exist at such time. If no successor Administrative Agent shall have been so appointed, and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or any state thereof or a bank which maintains an office in the United States, having a combined capital and surplus of at least $500,000,000. (b) Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Credit Loan Documents. If If, within 45 forty-five (45) days after written notice is given of the retiring Administrative Agent’s resignation under this Section 8.7 Section, no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Credit Loan Documents until such time as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s resignation hereunder, the provisions of this Article shall continue in effect for the benefit of such retiring Administrative Agent and its representatives and agents in respect of any actions taken or not taken by any of them while it was serving as the Administrative Agent. (c) In addition to the foregoing, if a Lender becomes, and during the period it remains, a Defaulting Lender, and if any Default has arisen from a failure of the Borrower to comply with Section 2.26(a), then the Issuing Bank and the Swingline Lender may, upon prior written notice to the Borrower and the Administrative Agent, resign as Issuing Bank or as Swingline Lender, as the case may be, effective at the close of business Atlanta, Georgia time on a date specified in such notice (which date may not be less than five (5) Business Days after the date of such notice).

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving written as Administrative Agent under this Agreement and the other Loan Documents upon thirty (30) days’ notice thereof to the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right right, subject to the consent of the Borrower (so long as no Event of Default under Section 7.01(b), (c), (h) or (i) shall have occurred and be continuing) (which consent of the Borrower shall not be unreasonably withheld or delayed), to appoint a successor Administrative Agent, subject to the approval by the Borrower provided that no Default or Event of Default shall exist at such time. If 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 resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or any state thereof or a bank which maintains with an office in the United States, having a combined capital and surplus or an Affiliate of at least $500,000,000. (b) Upon any such bank with an office in the acceptance of its appointment as the Administrative Agent hereunder by a successorUnited States, whereupon such successor Administrative Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Administrative Agent, and the retiring term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be discharged from its duties and obligations under terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement and or any holders of the other Credit DocumentsLoans. If within 45 no successor agent has accepted appointment as Administrative Agent by the date that is thirty (30) days after written notice is given of the following a retiring Administrative Agent’s resignation under this Section 8.7 no successor Administrative Agent shall have been appointed and shall have accepted such appointmentnotice of resignation, then on such 45th day (i) the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, (ii) and the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Documents and (iii) the Required Lenders shall thereafter assume and perform all of the duties of the retiring Administrative Agent under the Credit Documents hereunder until such time time, if any, as the applicable Required Lenders (subject to the consent of the Borrower (so long as no Event of Default under Section 7.01(b), (c), (h) or (i) shall have occurred and be continuing)) appoint a successor Administrative Agent agent as provided for above. After any retiring Administrative Agent’s resignation hereunderas Administrative Agent, the provisions of this Article VIII and Section 9.05 shall continue in effect for the inure to its benefit of such retiring Administrative Agent and its representatives and agents in respect of as to any actions taken or not omitted to be taken by any of them it, its Subagents and their respective Related Parties while it was serving as Administrative Agent under this Agreement and the Administrative Agentother Loan Documents.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent, subject to the approval by the Borrower provided that no Default or Event of Default shall exist at such time. If 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 resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, Agent which shall be a commercial bank organized under the laws of the United States of America or any state thereof or a bank which maintains an office in the United States, having a combined capital and surplus of at least $500,000,000. (b) Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Credit Loan Documents. If If, within 45 days after written notice is given of the retiring Administrative Agent’s resignation under this Section 8.7 Section, no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Credit Loan Documents until such time as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s resignation hereunder, the provisions of this Article shall continue in effect for the benefit of such retiring Administrative Agent and its representatives and agents in respect of any actions taken or not taken by any of them while it was serving as the Administrative Agent.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent, subject to the approval by the Borrower provided that no Default or Event of Default shall exist at such time. If 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 resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or any state thereof or a bank which maintains an office in the United States, having a combined capital and surplus of at least $500,000,000. (b) Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon xxxxxxxxx succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Credit Documents. If within 45 days after written notice is given of the retiring Administrative Agent’s resignation under this Section 8.7 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Credit Documents until such time as the Required Lenders Xxxxxxx appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s resignation hereunder, the provisions of this Article shall continue in effect for the benefit of such retiring Administrative Agent and its representatives and agents in respect of any actions taken or not taken by any of them while it was serving as the Administrative Agent.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent, subject to the approval by the Borrower provided that no Borrower consent shall be required if a Default or Event of Default shall exist exists at such time. If 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 resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or any state thereof or a bank which maintains an office in the United States, having a combined capital and surplus of at least $500,000,000. (b) Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Credit Loan Documents. If within 45 days after written notice is given of the retiring Administrative Agent’s resignation under this Section 8.7 9.7 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Credit Loan Documents until such time as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.3 shall continue in effect for the benefit of such retiring Administrative Agent and its representatives and agents in respect of any actions taken or not taken by any of them while it was serving as the Administrative Agent.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent, subject to the approval by the Borrower provided that no Default or Event of Default shall exist at such time. If 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 resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, Agent which shall be a commercial bank organized under the laws of the United States of America or any state thereof or a bank which maintains an office in the United States, having a combined capital and surplus of at least $500,000,000. (b) Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Credit Loan Documents. If If, within 45 days after written notice is given of the retiring Administrative Agent’s resignation under this Section 8.7 Section, no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Credit Loan Documents until such time as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s resignation hereunder, the provisions of this Article shall continue in effect for the benefit of such retiring Administrative Agent and its representatives and agents in respect of any actions taken or not taken by any of them while it was serving as the Administrative Agent. (c) In addition to the foregoing, if a Lender becomes, and during the period it remains, a Defaulting Lender, and if any Default has arisen from a failure of the Borrower to comply with Section 2.26(b), then the Issuing Bank and the Swingline Lender may, upon prior written notice to the Borrower and the Administrative Agent, resign as Issuing Bank or as Swingline Lender, as the case may be, effective at the close of business Atlanta, Georgia time on a date specified in such notice (which date may not be less than five (5) Business Days after the date of such notice).

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving thirty (30) days’ written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right right, with (so long as no Event of Default has occurred and is continuing) the consent of the Borrower (not to be unreasonably withheld or delayed), to appoint a successor Administrative Agent, subject to the approval by the Borrower provided that no Default or Event of Default shall exist at such time. If no successor Administrative Agent shall have been so appointedappointed by the Required Lenders, and shall have accepted such appointment appointment, within 30 thirty (30) days after the retiring Administrative Agent gives Agent’s giving of notice of resignationresignation or the Required Lenders’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States or of America or any state State thereof or a bank which maintains an office in the United States, and having a combined capital and surplus of at least $500,000,000. (b) . Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Credit Loan Documents. If within 45 forty-five (45) days after written notice is given of the retiring Administrative Agent’s resignation or removal under this Section 8.7 7.06 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th forty-fifth (45th) day (ia) the retiring Administrative Agent’s resignation or removal shall become effective, (iib) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Loan Documents and (iiic) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Credit Loan Documents until such time time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s resignation hereunderor removal hereunder as Administrative Agent shall have become effective, the provisions of this Article VII shall continue in effect for the inure to its benefit of such retiring Administrative Agent and its representatives and agents in respect of as to any actions taken or not omitted to be taken by any of them it while it was serving as the Administrative AgentAgent under this Agreement.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent, subject to the approval by the Borrower provided that if no Default or Event of Default shall exist at such time. If no successor Administrative Agent shall have been so appointed, and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives notice of resignation, then the retiring Administrative Agent may, on behalf of the LendersLenders and the Issuing Bank, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or any state thereof or a bank which maintains an office in the United States, having a combined capital and surplus of at least $500,000,000. (b) If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (v) 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 and, in consultation with the Borrower, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent, and the retiring or removed Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Credit Loan Documents. If within 45 forty-five (45) days after written notice is given of the retiring Administrative Agent’s resignation under this Section 8.7 9.7 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Credit Loan Documents until such time as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring or removed Administrative Agent’s resignation or removal hereunder, the provisions of this Article IX shall continue in effect for the benefit of such retiring or removed Administrative Agent and its representatives and agents in respect of any actions taken or not taken by any of them while it was serving as the Administrative Agent. (d) In addition to the foregoing, if a Lender becomes, and during the period it remains, a Defaulting Lender, and if any Default has arisen from a failure of the Borrower to comply with Section 2.26(a)(ii), then the Issuing Bank and the Swingline Lender may, upon prior written notice to the Borrower and the Administrative Agent, resign as Issuing Bank or as Swingline Lender, as the case may be, effective at the close of business Charlotte, North Carolina time on a date specified in such notice (which date may not be less than five (5) Business Days after the date of such notice).

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving 10 days’ prior written notice thereof to the Lenders Lender Parties and the BorrowerBorrower (provided that no Default has occurred and is continuing) and may be removed at any time with or without cause by the Required Lenders; provided, however that any removal of the Administrative Agent will not be effective until it (or its Affiliate) has been replaced as an Issuing Bank and released from all obligations in respect thereof. Upon any such resignationresignation or removal, the Required Lenders shall have the right to appoint a successor Administrative Agent, subject to the approval by the Borrower which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent of the Borrower, such consent not to be unreasonably withheld or Event of Default shall exist at such timedelayed. If no successor Administrative Agent shall have been so appointedappointed by the Required Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent’s giving of notice of resignationresignation or the Required Lenders’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the LendersLender Parties, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States or of America or any state State thereof or a bank which maintains an office in the United States, and having a combined capital and surplus of at least $500,000,000. (b) 250,000,000 and which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Credit Loan Documents. If within 45 days after written notice is given of the retiring Administrative Agent’s resignation or removal under this Section 8.7 8.06 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation or removal shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Credit Loan Documents until such time time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s resignation hereunderor removal hereunder as Administrative Agent shall have become effective, the provisions of this Article VIII shall continue in effect for the inure to its benefit of such retiring Administrative Agent and its representatives and agents in respect of as to any actions taken or not omitted to be taken by any of them it while it was serving as the an Administrative AgentAgent under this Agreement.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent, subject to the approval by the Borrower Borrower; provided that no Default or Event of Default shall exist at such time. If no successor Administrative Agent shall have been so appointed, and if required approved, and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, Agent which shall be a commercial bank organized under the laws of the United States of America or any state thereof or a bank which maintains an office in the United States, having a combined capital and surplus of at least $500,000,000. (b) Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Credit Loan Documents. If If, within 45 forty-five (45) days after written notice is given of the retiring Administrative Agent’s resignation under this Section 8.7 Section, no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Credit Loan Documents until such time as the Required Lenders appoint (and if the Borrower’s approval is required, the Borrower approves) a successor Administrative Agent as provided above. After any retiring Administrative Agent’s resignation hereunder, the provisions of this Article shall continue in effect for the benefit of such retiring Administrative Agent and its representatives and agents in respect of any actions taken or not taken by any of them while it was serving as the Administrative Agent. (c) In addition to the foregoing, if a Lender becomes, and during the period it remains, a Defaulting Lender, and if any Default has arisen from a failure of the Borrower to comply with Section 2.25(b), then any Issuing Bank and the Swingline Lender may, upon prior written notice to the Borrower and the Administrative Agent, resign as an Issuing Bank or as the Swingline Lender, as the case may be, effective at the close of business Atlanta, Georgia time on a date specified in such notice (which date may not be less than five (5) Business Days after the date of such notice).

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or any state thereof or a bank which maintains an office in the United States, having a combined capital and surplus of at least $500,000,000, subject to the approval by the Borrower provided that no Default or Event of Default shall exist at such time. If 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 resignation, then the retiring Administrative Agent may, on behalf of the LendersLenders and the Issuing Bank, appoint a successor Administrative Agent, which shall be a commercial bank organized under Agent meeting the laws of the United States of America or any state thereof or a bank which maintains an office in the United States, having a combined capital and surplus of at least $500,000,000above requirements. (b) Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon xxxxxxxxx succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Credit Loan Documents. If within 45 days after written notice is given of the retiring Administrative Agent’s resignation under this Section 8.7 9.7 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Loan Documents (except that in the case of any Collateral held by the Administrative Agent on behalf of the Lenders or the Issuing Bank under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such Collateral until such time as a successor Administrative Agent is appointed, provided, however, that the retiring Administrative Agent shall have no duties or obligations in respect thereof other than as imposed by the UCC or other applicable law) and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Credit Loan Documents until such time as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s resignation hereunder, the provisions of this Article shall continue in effect for the benefit of such retiring Administrative Agent and its representatives and agents in respect of any actions taken or not taken by any of them while it was serving as the Administrative Agent.

Successor Administrative Agent. (a) The Administrative Any Agent may resign at any time by giving written notice thereof to the Lenders Banks and the BorrowerParent. Upon any such resignationresignation or removal of the Administrative Agent, the Required Lenders Banks shall have the right to appoint a successor Administrative Agent, subject to the approval by the Borrower provided that (so long as no Default or Event of Default exists) to the consent of the Parent (which consent shall exist at such timenot be unreasonably withheld). If no successor Administrative Agent shall have been so appointedappointed by the Required Banks, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent’s giving of notice of resignationresignation or the Required Banks’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the LendersBanks, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States or of America or any state State thereof or a bank which maintains an office in the United States, and having a combined capital and surplus of at least $500,000,000. (b) 250,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successor, successor Administrative Agent such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Credit Loan Documents. If within 45 days after written notice is given of the retiring Administrative Agent’s resignation or removal under this Section 8.7 8.06 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation or removal shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Loan Documents and (iii) the Required Lenders Banks shall thereafter perform all duties of the retiring Administrative Agent under the Credit Loan Documents until such time time, if any, as the Required Lenders Banks appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s resignation hereunderor removal hereunder as Agent shall have become effective, the provisions of this Article VIII shall continue in effect for the inure to its benefit of such retiring Administrative Agent and its representatives and agents in respect of as to any actions taken or not omitted to be taken by any of them it while it was serving Agent under this Agreement. If Bank of America ceases to be a Bank hereunder, it shall be deemed to have resigned as the Administrative AgentSyndication Agent and no replacement shall be appointed.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving written as Administrative Agent and Collateral Agent under this Agreement and the other Loan Documents upon 30 days’ notice thereof to the Lenders and the Borrower. Any such resignation by the Administrative Agent hereunder shall also constitute its resignation as an Issuing Bank, in which case the resigning Administrative Agent (x) shall not be required to issue any further Letters of Credit hereunder and (y) shall maintain all of its rights as Issuing Bank with respect to any Letters of Credit issued by it prior to the date of such resignation. Upon any such resignation, then the Required Lenders shall have the right right, subject to the reasonable consent of the Borrower (so long as no Event of Default under Section 7.01(b), (c), (h) or (i) shall have occurred and be continuing), to appoint a successor Administrative Agent, subject to the approval by the Borrower provided that no Default or Event of Default shall exist at such time. If 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 resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or any state thereof or a bank which maintains with an office in the United States, having a combined capital and surplus or an Affiliate of at least $500,000,000. (b) Upon any such bank with an office in the acceptance of its appointment as the Administrative Agent hereunder by a successorUnited States, whereupon such successor Administrative Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Administrative Agent and Collateral Agent, and the retiring term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be discharged from its duties and obligations under terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement and or any holders of the other Credit DocumentsLoans. If within 45 no successor agent has accepted appointment as Administrative Agent by the date that is 30 days after written notice is given of the following a retiring Administrative Agent’s resignation under this Section 8.7 no successor Administrative Agent shall have been appointed and shall have accepted such appointmentnotice of resignation, then on such 45th day (i) the retiring Administrative Agent’s resignation shall nevertheless thereupon become effectiveeffective (except in the case of the Collateral Agent holding collateral security on behalf of such Secured Parties, (ii) the retiring Administrative Collateral Agent shall thereupon be discharged from its duties continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed), and obligations under the Credit Documents and (iii) the Required Lenders shall thereafter assume and perform all of the duties of the retiring Administrative Agent under the Credit Documents and Collateral Agent hereunder until such time time, if any, as the Required Lenders appoint a successor Administrative Agent agent as provided for above. After any retiring Administrative Agent’s resignation hereunderas Administrative Agent, the provisions of this Article VIII and Section 9.05 shall continue in effect for the inure to its benefit of such retiring Administrative Agent and its representatives and agents in respect of as to any actions taken or not omitted to be taken by any of them it, its Subagents and their respective Related Parties while it was serving as Administrative Agent under this Agreement and the Administrative Agentother Loan Documents.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent, subject to the approval by the Borrower (not to be unreasonably withheld or delayed) provided that no Default or Event of Default shall exist at such time. If 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 resignation, then the retiring Administrative Agent may, on behalf of the LendersLenders and the Issuing Bank, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or any state thereof or a bank which maintains an office in the United States, having a combined capital and surplus of at least $500,000,000. (b) Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Credit Loan Documents. If within 45 days after written notice is given of the retiring Administrative Agent’s 's resignation under this Section 8.7 9.7 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s 's resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Credit Loan Documents until such time as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s 's resignation hereunder, the provisions of this Article IX shall continue in effect for the benefit of such retiring Administrative Agent and its representatives and agents in respect of any actions taken or not taken by any of them while it was serving as the Administrative Agent.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or any state thereof or a bank which maintains an office in the United States, having a combined capital and surplus of at least $500,000,000, subject to the approval by the Borrower provided that no Default or Event of Default shall exist at such time. If 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 resignation, then the retiring Administrative Agent may, on behalf of the LendersLenders and the Issuing Bank, appoint a successor Administrative Agent, which shall be a commercial bank organized under Agent meeting the laws of the United States of America or any state thereof or a bank which maintains an office in the United States, having a combined capital and surplus of at least $500,000,000above requirements. (b) Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Credit Loan Documents. If within 45 days after written notice is given of the retiring Administrative Agent’s resignation under this Section 8.7 9.7 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Loan Documents (except that in the case of any Collateral held by the Administrative Agent on behalf of the Lenders or the Issuing Bank under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such Collateral until such time as a successor Administrative Agent is appointed, provided, however, that the retiring Administrative Agent shall have no duties or obligations in respect thereof other than as imposed by the UCC or other applicable law) and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Credit Loan Documents until such time as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s resignation hereunder, the provisions of this Article shall continue in effect for the benefit of such retiring Administrative Agent and its representatives and agents in respect of any actions taken or not taken by any of them while it was serving as the Administrative Agent.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent, subject to the approval by the Borrower provided that no Default or Specified Event of Default shall exist at such time. If 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 resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, Agent which shall be a commercial bank organized under the laws of the United States of America or any state thereof or a bank which maintains an office in the United States, having a combined capital and surplus of at least $500,000,000. (b) Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Credit Loan Documents. If If, within 45 days after written notice is given of the retiring Administrative Agent’s resignation under this Section 8.7 Section, no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Credit Loan Documents until such time as the Required Lenders appoint (and if the Borrower’s approval would be required by clause (a) above, the Borrower approves) a successor Administrative Agent as provided above. After any retiring Administrative Agent’s resignation hereunder, the provisions of this Article shall continue in effect for the benefit of such retiring Administrative Agent and its representatives and agents in respect of any actions taken or not taken by any of them while it was serving as the Administrative Agent.

Successor Administrative Agent. (a) The Administrative Agent may resign may, upon at any time by giving written least thirty days' notice thereof to the Lenders and the Borrower. Upon any such resignation, the Required Lenders Collection Agent and each Funding Agent, resign as Administrative Agent. Except as provided below, such resignation shall have the right to appoint not become effective until a successor Administrative Agent, subject to the approval Agent is appointed by the Borrower provided that no Default or Event of Default shall exist at Required Committed Lenders and has accepted such timeappointment. If no successor Administrative Agent shall have been so appointedappointed by the Required Committed Lenders, and shall have accepted such appointment within 30 days after the retiring departing Administrative Agent gives Agent's giving of notice of resignation, then the retiring departing Administrative Agent may, on behalf of the Required Committed Lenders, appoint a successor Administrative Agent, which successor Administrative Agent shall have short-term debt ratings of at least A-1 from S&P and P-1 from Xxxxx'x and shall be either a commercial bank organized under the laws of the United States of America or any state thereof or a bank which maintains an office in the United States, having a combined capital and surplus of at least $500,000,000. 250,000,000 or a Subsidiary of such an institution and (bso long as no Termination Event has occurred and is continuing hereunder) shall be acceptable to the Borrower. If no successor Administrative Agent shall have been so appointed by the Required Committed Lenders within 60 days after the departing Administrative Agent's giving of notice of resignation, the departing Administrative Agent may, on behalf of the Required Committed Lenders, petition a court of competent jurisdiction to appoint a successor Administrative Agent, which successor Administrative Agent shall have short-term debt ratings of at least A-1 from S&P and P-1 from Xxxxx'x, and shall be either a commercial bank having a combined capital and surplus of at least $250,000,000 or a Subsidiary of such an institution. Upon the such acceptance of its appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Credit Documents. If within 45 days after written notice is given of the retiring Administrative Agent’s resignation under this Section 8.7 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its any further duties and obligations under the Credit Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Credit Documents until such time as the Required Lenders appoint a successor Administrative Agent as provided aboveTransaction Documents. After any retiring Administrative Agent’s 's resignation hereunder, the provisions of Section 2.6 of the Servicing Agreement and Article X and this Article VIII of this Agreement shall continue in effect for the inure to its benefit of such retiring Administrative Agent and its representatives and agents in respect of as to any actions taken or not omitted to be taken by any of them it while it was serving as the Administrative Agent.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the BorrowerBorrowers’ Agent. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent, subject to the approval by the Borrower Borrowers provided that no Default or Event of Default shall exist at such time. If 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 resignation, then the retiring Administrative Agent may, on behalf of the LendersLenders and the Issuing Bank, appoint a successor Administrative AgentAgent (subject to the approval by the Borrowers provided that no Default or Event of Default shall exist at such time), which shall be a commercial bank organized under the laws of the United States of America or any state thereof or a bank which maintains an office in the United States, having a combined capital and surplus of at least $500,000,000. (b) Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Credit Loan Documents. If within 45 days after written notice is given of the retiring Administrative Agent’s resignation under this Section 8.7 9.7 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Credit Loan Documents until such time as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s resignation hereunder, the provisions of this Article shall continue in effect for the benefit of such retiring Administrative Agent and its representatives and agents in respect of any actions taken or not taken by any of them while it was serving as the Administrative Agent. (c) In addition to the foregoing, if a Lender becomes, and during the period it remains, a Defaulting Lender, the Issuing Bank may, upon prior written notice to the Borrowers’ Agent and the Administrative Agent, resign as Issuing Bank effective at the close of business New York time on a date specified in such notice (which date may not be less than five Business Days after the date of such notice); provided that such resignation by the Issuing Bank will have no effect on the validity or enforceability of any Letter of Credit then outstanding or on the obligations of the Borrowers or any Lender under this Agreement with respect to any such outstanding Letter of Credit or otherwise to the Issuing Bank.

Successor Administrative Agent. (a) The Administrative Agent may resign If at any time by giving the Administrative Agent deems it advisable, in its sole discretion, it may submit to each of the Lenders a written notice thereof of its resignation as Administrative Agent under the Loan Documents, such resignation to be effective upon the Lenders earlier of (i) the written acceptance of the duties of the Administrative Agent under the Loan Documents by a successor Administrative Agent and (ii) on the Borrower30th 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, subject to the approval by the Borrower provided that no Default or Event of Default shall exist at such time. If no successor Administrative Agent shall have been so appointed, appointed by the Required Lenders and shall have accepted such appointment in writing within 30 days after the retiring Administrative Agent gives Agent's giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which successor Administrative Agent shall be a commercial bank organized under the laws of the United States of America or any state State thereof or a bank which maintains an office in the United States, and having a combined capital capital, surplus, and surplus undivided profits of at least $500,000,000. (b) 100,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its Agent's rights, powers, privileges and duties and obligations under this Agreement and the other Credit Documents. If within 45 days after written notice is given of the retiring Administrative Agent’s resignation under this Section 8.7 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring as Administrative Agent under the Credit Loan Documents until shall be terminated. The Borrower and the Lenders shall execute such time documents as the Required Lenders appoint a successor Administrative Agent as provided aboveshall be necessary to effect such appointment. After any retiring Administrative Agent’s 's resignation hereunderas Administrative Agent, the provisions of this Article the Loan Documents shall continue in effect for the inure to its benefit of such retiring Administrative Agent and its representatives and agents in respect of as to any actions taken or not omitted to be taken by any of them it while it was serving as Administrative Agent under the Loan Documents. If at any time there shall not be a duly appointed and acting Administrative Agent, the Borrower agrees to make each payment due under the Loan Documents directly to the Lenders entitled thereto during such time.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent, subject to the approval by the Borrower provided that no Default or Event of Default shall exist at such time. If 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 resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, Agent which shall be a commercial bank organized under the laws of the United States of America or any state thereof or a bank which maintains an office in the United States, having a combined capital and surplus of at least $500,000,000. (b) Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon xxxxxxxxx succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Credit Loan Documents. If If, within 45 days after written notice is given of the retiring Administrative Agent’s resignation under this Section 8.7 Section, no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Credit Loan Documents until such time as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s resignation hereunder, the provisions of this Article shall continue in effect for the benefit of such retiring Administrative Agent and its representatives and agents in respect of any actions taken or not taken by any of them while it was serving as the Administrative Agent.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent, subject to the approval by the Borrower provided that no Default or Event of Default shall exist at such time. If 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 resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, Agent which shall be a commercial bank organized under the laws of the United States of America or any state thereof or a bank which maintains an office in the United States, having a combined capital and surplus of at least $500,000,000. (b) Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Credit Loan Documents. If If, within 45 days after written notice is given of the retiring Administrative Agent’s resignation under this Section 8.7 Section, no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Credit Loan Documents until such time as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s resignation hereunder, the provisions of this Article shall continue in effect for the benefit of such retiring or removed Administrative Agent and its representatives and agents in respect of any actions taken or not taken by any of them while it was serving as the Administrative Agent. (c) In addition to the foregoing, if a Lender becomes, and during the period it remains, a Defaulting Lender, and if any Default has arisen from a failure of the Borrower to comply with Section 2.26(b), then the Issuing Bank and the Swingline Lender may, upon prior written notice to the Borrower and the Administrative Agent, resign as Issuing Bank or as Swingline Lender, as the case may be, effective at the close of business Atlanta, Georgia time on a date specified in such notice (which date may not be less than five (5) Business Days after the date of such notice).

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent, subject to the approval by the Borrower provided that no Default or Event of Default shall exist at such time. If 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 resignation, then the retiring Administrative Agent may, on behalf of the LendersLenders and the Issuing Bank, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws Laws of the United States of America or any state thereof or a bank which maintains an office in the United States, having a combined capital and surplus of at least $500,000,000. (b) Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Credit Loan Documents. If within 45 days after written notice is given of the retiring Administrative Agent’s resignation under this Section 8.7 9.7 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Loan Documents (except that in the case of any Collateral held by the Administrative Agent on behalf of the Lenders or the Issuing Bank under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such Collateral until such time as a successor Administrative Agent is appointed) and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Credit Loan Documents until such time as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s resignation hereunder, the provisions of this Article IX and Section 11.3 shall continue in effect for the benefit of such retiring Administrative Agent and Agent, its representatives and agents and their respective Related Parties in respect of any actions taken or not taken by any of them while it was serving as the Administrative Agent. (c) In addition to the foregoing, if a Lender becomes, and during the period it remains, a Defaulting Lender, and if any Default or Event of Default has arisen from a failure of the Borrower to comply with Section 2.26(a), then the Issuing Bank and the Swingline Lender may, upon prior written notice to the Borrower and the Administrative Agent, resign as Issuing Bank or as Swingline Lender, as the case may be, effective at the close of business Atlanta, Georgia time on a date specified in such notice (which date may not be less than five (5) Business Days after the date of such notice); provided that such resignation by the Issuing Bank will have no effect on the validity or enforceability of any Letter of Credit then outstanding or on the obligations of the Borrower or any Lender under this Agreement with respect to any such outstanding Letter of Credit or otherwise to the Issuing Bank; and provided, further, that such resignation of the Swingline Lender will have no effect on its rights in respect of any outstanding Swingline Loans or on the obligations of the Borrower or any Lender under this Agreement with respect to any such outstanding Swingline Loan.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent, subject to the approval by the Borrower provided that if no Default or Event of Default shall exist at such time. If no successor Administrative Agent shall have been so appointed, and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives notice of resignation, then the retiring Administrative Agent may, on behalf of the LendersLenders and the Issuing Bank, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or any state thereof or a bank which maintains an office in the United States, having a combined capital and surplus of at least $500,000,000. (b) If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (v) 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 and, in consultation with the Borrower, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent, and the retiring or removed Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Credit Loan Documents. If within 45 forty-five (45) days after written notice is given of the retiring Administrative Agent’s resignation under this Section 8.7 9.7 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Credit Loan Documents until such time as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring or removed Administrative Agent’s resignation or removal hereunder, the provisions of this Article IX shall continue in effect for the benefit of such retiring or removed Administrative Agent and its representatives and agents in respect of any actions taken or not taken by any of them while it was serving as the Administrative Agent. (d) In addition to the foregoing, if a Lender becomes, and during the period it remains, a Defaulting Lender, and if any Default has arisen from a failure of the Borrower to comply with Section 2.26(a)(ii), then the Issuing Bank and the Swingline Lender may, upon prior written notice to the Borrower and the Administrative Agent, resign as Issuing Bank or as Swingline Lender, as the case may be, effective at the close of business Atlanta, Georgia time on a date specified in such notice (which date may not be less than five (5) Business Days after the date of such notice).

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent, subject to the approval by the Borrower provided that no Default or Event of Default shall exist at such time. If 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 resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or any state thereof or a bank which maintains an office in the United States, having a combined capital and surplus of at least $500,000,000. (b) Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Credit Loan Documents. If If, within 45 days after written notice is given of the retiring Administrative Agent’s resignation under this Section 8.7 Section, no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Credit Loan Documents until such time as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s resignation hereunder, the provisions of this Article §14 shall continue in effect for the benefit of such retiring Administrative Agent and its representatives and agents in respect of any actions taken or not taken by any of them while it was serving as the Administrative Agent.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time time, effective upon the appointment and acceptance of a successor Administrative Agent as provided below, by giving at least five days’ written notice thereof to the Lenders each Purchaser and the BorrowerSeller and may be removed at any time with cause by the Purchasers acting jointly. Upon any such resignationresignation or removal, the Required Lenders Class A Purchasers, the Class B Purchasers (other than, if a Termination Event then exists, any Class B Purchaser which is the Seller or an Affiliate of the Seller) and (unless a Termination Event then exists) the Seller acting jointly shall have the right to appoint a successor Administrative Agent, subject to . Each of the Purchasers and the Seller agrees that it shall not unreasonably withhold or delay its approval by of the Borrower provided that no Default or Event appointment of Default shall exist at such timea successor Administrative Agent. If no such successor Administrative Agent shall have been so appointed, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent’s giving of notice of resignationresignation or the removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the LendersSecured Parties, appoint a successor Administrative Agent, Agent which successor Administrative Agent shall be either (i) a commercial bank organized under the laws of the United States or of America or any state thereof or a bank which maintains an office in the United States, having and have a combined capital and surplus of at least $500,000,000. 50,000,000 or (bii) an Affiliate of such a bank. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Credit Documents. If within 45 days after written notice is given of the retiring Administrative Agent’s resignation under this Section 8.7 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Credit Documents until such time as the Required Lenders appoint a successor Administrative Agent as provided aboveAgreement. After any retiring Administrative Agent’s resignation hereunderor removal hereunder as Administrative Agent, the provisions of this Article XII shall continue in effect for the to inure to its benefit of such retiring Administrative Agent and its representatives and agents in respect of as to any actions taken or not omitted to be taken by any of them it while it was serving as the Administrative AgentAgent under this Agreement.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving written as Administrative Agent upon 10 days’ notice thereof to the Lenders and the BorrowerBorrower Agent. Upon any such resignationIf the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Borrower Agent shall have the right, subject to the reasonable consent of the Required Lenders (so long as no Event of Default under Section 7.01(b), (c), (h) or (i) shall have occurred and be continuing, in which case the Required Lenders shall have the right right), to appoint a successor Administrative Agent, subject to the approval by the Borrower provided that no Default or Event of Default shall exist at such time. If 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 resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or any state thereof or a bank which maintains trust company with an office in the United States, having a combined capital and surplus or an Affiliate of at least $500,000,000. (b) Upon any such bank or trust company with an office in the acceptance of its appointment as the Administrative Agent hereunder by a successorUnited States, whereupon such successor Administrative Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Administrative Agent, and the retiring term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be discharged from its duties and obligations under terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement and or any holders of the other Credit DocumentsLoans. If within 45 no successor agent has accepted appointment as Administrative Agent by the date that is 10 days after written notice is given of the following a retiring Administrative Agent’s resignation under this Section 8.7 no successor Administrative Agent shall have been appointed and shall have accepted such appointmentnotice of resignation, then on such 45th day (i) the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, (ii) and the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Documents and (iii) the Required Lenders shall thereafter assume and perform all of the duties of the retiring Administrative Agent under the Credit Documents hereunder until such time time, if any, as the Borrower Agent (or the Required Lenders Lxxxxxx) appoint a successor Administrative Agent agent as provided for above. After any retiring Administrative Agent’s resignation hereunderas Administrative Agent, the provisions of this Article Section 8.09 shall continue in effect for the inure to its benefit of such retiring Administrative Agent and its representatives and agents in respect of as to any actions taken or not omitted to be taken by any of them it while it was serving as Administrative Agent under this Agreement and the Administrative Agentother Loan Documents.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent, subject to the approval by the Borrower provided that no Default or Event of Default shall exist at such time. If 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 resignation, then the retiring Administrative Agent may, on behalf of the LendersLenders and the Issuing Bank, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or any state thereof or a bank which maintains an office in the United States, having a combined capital and surplus of at least $500,000,000. (b) Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Credit Loan Documents. If within 45 days after written notice is given of the retiring Administrative Agent’s resignation under this Section 8.7 9.7 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Credit Loan Documents until such time as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s resignation hereunder, the provisions of this Article IX shall continue in effect for the benefit of such retiring Administrative Agent and its representatives and agents in respect of any actions taken or not taken by any of them while it was serving as the Administrative Agent. (c) In addition to the foregoing, if a Lender becomes, and during the period it remains, a Defaulting Lender, the Issuing Bank and/or the Swingline Lender may, upon prior written notice to the Borrower and the Administrative Agent, resign as Issuing Bank or Swingline Lender, respectively, effective at the close of business on a date specified in such notice (which date may not be less than five Business Days after the date of such notice); provided that such resignation by the Issuing Bank will have no effect on the validity or enforceability of any Letter of Credit then outstanding or on the obligations of the Borrower or any Lender under this Agreement with respect to any such outstanding Letter of Credit or otherwise to the Issuing Bank; and provided, further, that such resignation by the Swingline Lender will have no effect on its rights in respect of any outstanding Swingline Loans or on the obligations of the Borrower or any Lender under this Agreement with respect to any such outstanding Swingline Loan.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent, subject to the approval by the Borrower provided that no Default or Event of Default shall exist at such time. If no successor Administrative Agent shall have been so appointed, and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives notice of resignation, then the retiring Administrative Agent may, on behalf of the LendersLenders and the Issuing Bank, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or any state thereof or a bank which maintains an office in the United States, having a combined capital and surplus of at least $500,000,000. (b) . Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Credit Loan Documents. If within 45 forty-five (45) days after written notice is given of the retiring Administrative Agent’s 's resignation under this Section 8.7 ‎Section 9.7 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s 's resignation shall become effective, ; (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Documents Loan Documents; and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Credit Loan Documents until such time as the Required Lenders appoint appoint, subject to the approval of the Borrower provided that no Default or Event of Default shall have occurred and be continuing, a successor Administrative Agent as provided above. After any retiring Administrative Agent’s 's resignation hereunder, the provisions of this Article shall continue in effect for the benefit of such retiring Administrative Agent and its representatives and agents in respect of any actions taken or not taken by any of them while it was serving as the Administrative Agent. In addition to the foregoing, if a Lender becomes, and during the period it remains, a Defaulting Lender or a Potential Defaulting Lender, the Issuing Bank and/or the Swingline Lender may, upon prior written notice to the Borrower and the Administrative Agent, resign as Issuing Bank or Swingline Lender, respectively, effective at the close of business on a date specified in such notice (which date may not be less than three (3) Business Days after the date of such notice); provided that such resignation by the Issuing Bank will have no effect on the validity or enforceability of any Letter of Credit then outstanding or on the obligations of the Borrower or any Lender under this Agreement with respect to any such outstanding Letter of Credit or otherwise to the Issuing Bank; and provided, further, that such resignation by the Swingline Lender will have no effect on its rights in respect of any outstanding Swingline Loans or on the obligations of the Borrower or any Lender under this Agreement with respect to any such outstanding Swingline Loan.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower. Upon any such resignation, (i) the Borrower, with the consent of the Required Lenders (such consent not to be unreasonably withheld or delayed), or (ii) if an Event of Default has occurred and is continuing, then the Required Lenders, shall have the right to appoint a successor Administrative Agent, subject to the approval by the Borrower provided that no Default or Event of Default shall exist at such time. If no successor Administrative Agent shall have been so appointed, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a commercial bank organized or licensed under the laws of the United States of America or of any state State thereof or a bank which maintains an office in the United States, and having a combined capital and surplus of at least $500,000,000250,000,000. (b) If the Person serving as Administrative Agent is a Defaulting Lender, (i) the Borrower, with the consent of the Required Lenders (such consent not to be unreasonably withheld or delayed), or (ii) if an Event of Default has occurred and is continuing, then the Required Lenders, shall have the right to appoint a successor Administrative Agent. (c) Upon the acceptance of its appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges duties and duties obligations of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Credit Documents. If within 45 days after written notice is given of the retiring Administrative Agent’s resignation under this Section 8.7 no hereunder; provided that if such successor Administrative Agent shall have been is appointed and shall have accepted without the consent of the Borrower, such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation shall become effective, (ii) the retiring successor Administrative Agent shall thereupon may be discharged from its duties and obligations under replaced by the Credit Documents and (iii) Borrower with the consent of the Required Lenders shall thereafter perform all duties so long as no Event of Default has occurred and is continuing at the retiring Administrative Agent under the Credit Documents until such time as the Required Lenders appoint a successor Administrative Agent as provided abovetime. After any retiring Administrative Agent’s resignation hereunderor removal hereunder as Administrative Agent, the provisions of this Article shall continue in effect for the inure to its benefit of such retiring Administrative Agent and its representatives and agents in respect of as to any actions taken or not omitted to be taken by any of them it while it was serving as the Administrative Agent. (d) The fees payable by the Borrower to any successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving at least ten (10) Business Days’ prior written notice thereof to the Lenders and the Borrower, but such resignation shall not become effective until acceptance by a successor agent of its appointment pursuant hereto. Upon any such resignation, the Required Lenders retiring Administrative Agent shall have consult with the right to Borrower and promptly appoint a successor Administrative Agentagent which successor shall be experienced and sophisticated in entertainment industry lending; provided, subject that such replacement is reasonably acceptable (as evidenced in writing) to the approval Required Lenders and the Borrower; provided, however, that at any time when a Default or Event of Default shall have occurred and be continuing, none of the foregoing approvals or restrictions shall apply. If no successor agent shall have been so appointed by the retiring Administrative Agent and shall have accepted such appointment within thirty (30) days after the retiring agent’s giving of notice of resignation, the Borrower provided may appoint a successor agent (which successor may be replaced only by the direction of the Required Lenders; provided, that such successor is experienced and sophisticated in entertainment industry lending and so long as no Default or Event of Default shall exist at have occurred and be continuing, such time. If no successor Administrative Agent shall have been so appointed, and shall have accepted such appointment within 30 days after is reasonably acceptable to the retiring Administrative Agent gives notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative AgentBorrower), which shall be a commercial bank organized under the laws of the United States of America or of any state State thereof or a bank which maintains an office in the United States, having and shall have a combined capital and surplus of at least $500,000,000. (b) 250,000,000 and shall be experienced and sophisticated in entertainment industry lending. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor agent, such successor Administrative Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and Credit Agreement, the other Credit Documents. If within 45 days after written notice is given of the retiring Administrative Agent’s resignation under this Section 8.7 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Fundamental Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Credit Documents until such time as the Required Lenders appoint a successor Administrative Agent as provided aboveany other credit documentation. After any retiring Administrative Agent’s resignation hereunderhereunder as Administrative Agent, the provisions of this Article 12 and Article 13 shall continue in effect for the inure to its benefit of such retiring Administrative Agent and its representatives and agents in respect of as to any actions taken or not omitted to be taken by any of them it while it was serving as the Administrative AgentAgent under this Credit Agreement.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent, subject to the approval by the Borrower provided that no Default or Event of Default shall exist at such time. If 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 resignation, then the retiring Administrative Agent may, on behalf of the LendersLenders and the Issuing Bank, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or any state thereof or a bank which maintains an office in the United States, having a combined capital and surplus of at least $500,000,000. (b) Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Credit Loan Documents. If within 45 days after written notice is given of the retiring Administrative Agent’s resignation under this Section 8.7 9.7 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Credit Loan Documents until such time as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s resignation hereunder, the provisions of this Article shall continue in effect for the benefit of such retiring Administrative Agent and its representatives and agents in respect of any actions taken or not taken by any of them while it was serving as the Administrative Agent. (c) In addition to the foregoing, if a Lender becomes, and during the period it remains, a Defaulting Lender, the Issuing Bank and/or the Swingline Lender may, upon prior written notice to the Borrower and the Administrative Agent, resign as Issuing Bank or Swingline Lender, respectively, effective at the close of business on a date specified in such notice (which date may not be less than five Business Days after the date of such notice); provided that such resignation by the Issuing Bank will have no effect on the validity or enforceability of any Letter of Credit then outstanding or on the obligations of the Borrower or any Lender under this Agreement with respect to any such outstanding Letter of Credit or otherwise to the Issuing Bank; and provided, further, that such resignation by the Swingline Lender will have no effect on its rights in respect of any outstanding Swingline Loans or on the obligations of the Borrower or any Lender under this Agreement with respect to any such outstanding Swingline Loan.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent, subject to the approval by the Borrower provided that no Default or Event of Default shall exist at such time. If 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 resignation, then the retiring Administrative Agent may, on behalf of the LendersLenders and the Issuing Bank, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws Laws of the United States of America or any state thereof or a bank which maintains an office in the United States, having a combined capital and surplus of at least $500,000,000. (b) Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Credit Loan Documents. If within 45 days after written notice is given of the retiring Administrative Agent’s resignation under this Section 8.7 9.7 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Loan Documents (except that in the case of any Collateral held by the Administrative Agent on behalf of the Lenders or the Issuing Bank under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such Collateral until such time as a successor Administrative Agent is appointed) and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Credit Loan Documents until such time as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s resignation hereunder, the provisions of this Article shall continue in effect for the benefit of such retiring Administrative Agent and its representatives and agents in respect of any actions taken or not taken by any of them while it was serving as the Administrative Agent.Administrative

Successor Administrative Agent. (a) The Administrative Any Agent may resign at any time by giving written notice thereof to the Lenders Banks and the BorrowerParent and may be removed at any time with or without cause by the Required Banks. Upon any such resignationresignation or removal of the Administrative Agent, the Required Lenders Banks shall have the right to appoint a successor Administrative Agent, subject to the approval by the Borrower provided that (so long as no Default or Event of Default exists) to the consent of the Parent (which consent shall exist at such timenot be unreasonably withheld). If no successor Administrative Agent shall have been so appointedappointed by the Required Banks, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving of notice of resignationresignation or the Required Banks' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the LendersBanks, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States or of America or any state State thereof or a bank which maintains an office in the United States, and having a combined capital and surplus of at least $500,000,000. (b) 250,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successor, successor Administrative Agent such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Credit Loan Documents. If within 45 days after written notice is given of the retiring Administrative Agent’s 's resignation or removal under this Section 8.7 8.06 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s 's resignation or removal shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Loan Documents and (iii) the Required Lenders Banks shall thereafter perform all duties of the retiring Administrative Agent under the Credit Loan Documents until such time time, if any, as the Required Lenders Banks appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s 's resignation hereunderor removal hereunder as Agent shall have become effective, the provisions of this Article VIII shall continue in effect for the inure to its benefit of such retiring Administrative Agent and its representatives and agents in respect of as to any actions taken or not omitted to be taken by any of them it while it was serving Agent under this Agreement. If Nova Scotia or Deutsche Bank ceases to be a Bank hereunder, it shall be deemed to have resigned as the Administrative AgentDocumentation Agent and no replacement shall be appointed. If JPMorgan Chase or Bank of America ceases to be a Bank hereunder, it shall be deemed to have resigned as Syndication Agent and no replacement shall be appointed.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the BorrowerBorrower Representative. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent, subject to the approval by the Borrower Representative provided that no Default or Event of Default shall exist at such time. If 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 resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or any state thereof or a bank which maintains an office in the United States, having a combined capital and surplus of at least $500,000,000. (b) Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Credit Loan Documents. If If, within 45 days after written notice is given of the retiring Administrative Agent’s resignation under this Section 8.7 Section, no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Credit Loan Documents until such time as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s resignation hereunder, the provisions of this Article shall continue in effect for the benefit of such retiring Administrative Agent and its representatives and agents in respect of any actions taken or not taken by any of them while it was serving as the Administrative Agent. (c) In addition to the foregoing, if a Lender becomes, and during the period it remains, a Defaulting Lender, and if any Default has arisen from a failure of the Borrowers to comply with Section 2.25(a), then any Issuing Bank and the Swingline Lender may, upon prior written notice to the Borrower Representative and the Administrative Agent, resign as an Issuing Bank or as Swingline Lender, as the case may be, effective at the close of business Atlanta, Georgia time on a date specified in such notice (which date may not be less than five (5) Business Days after the date of such notice).

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the BorrowerBorrower Agent. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent, subject to the approval by the Borrower Agent provided that no Default or Event of Default shall exist at such time. If 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 resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, Agent which shall be a commercial bank organized under the laws of the United States of America or any state thereof or a bank which maintains an office in the United States, having a combined capital and surplus of at least $500,000,000. (b) Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Credit Loan Documents. If If, within 45 days after written notice is given of the retiring Administrative Agent’s resignation under this Section 8.7 Section, no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Credit Loan Documents until such time as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s resignation hereunder, the provisions of this Article shall continue in effect for the benefit of such retiring Administrative Agent and its representatives and agents in respect of any actions taken or not taken by any of them while it was serving as the Administrative Agent. (c) In addition to the foregoing, if a Lender becomes, and during the period it remains, a Defaulting Lender, and if any Default has arisen from a failure of any Borrower to comply with Section 2.28(a), then the Issuing Bank and the Swingline Lender may, upon prior written notice to the Borrower Agent and the Administrative Agent, resign as Issuing Bank or as Swingline Lender, as the case may be, effective at the close of business Atlanta, Georgia time on a date specified in such notice (which date may not be less than five Business Days after the date of such notice).

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the BorrowerBorrower and may be removed at any time with or without cause by the Required Lenders. Upon any such resignationresignation or removal, the Required Lenders shall have the right to appoint a successor Administrative Agent, subject to the approval by the Borrower provided that no Default or Event of Default shall exist have occurred and be continuing at such time. If 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 resignationresignation or the Required Lenders' removal of the Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or any state thereof or a bank which maintains an office in the United States, having a combined capital and surplus of at least $500,000,000. (b) Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Credit Loan Documents. If within 45 days after written notice is given of the retiring Administrative Agent’s 's resignation or removal under this Section 8.7 10.7 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s 's resignation or removal shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Credit Loan Documents until such time as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s 's resignation hereunder, the provisions of this Article IX shall continue in effect for the benefit of such retiring Administrative Agent and its representatives and agents in respect of any actions taken or not taken by any of them while it was serving as the Administrative Agent.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the BorrowerParent. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent, subject to the approval by the Borrower Parent provided that no Default or Event of Default shall exist at such time. If 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 resignation, then the retiring Administrative Agent may, on behalf of the LendersLenders and the Issuing Bank, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or any state thereof or a bank which maintains an office in the United States, having a combined capital and surplus of at least $500,000,000. (b) Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Credit Loan Documents. If within 45 days after written notice is given of the retiring Administrative Agent’s resignation under this Section 8.7 9.7 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Credit Loan Documents until such time as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s resignation hereunder, the provisions of this Article IX shall continue in effect for the benefit of such retiring Administrative Agent and its representatives and agents in respect of any actions taken or not taken by any of them while it was serving as the Administrative Agent.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent, subject to the approval by the Borrower provided that no Default or Event of Default shall exist at such time. If 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 resignation, then the retiring Administrative Agent may, on behalf of the LendersLenders and the Issuing Bank, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or any state thereof or a bank which maintains an office in the United States, having a combined capital and surplus of at least $500,000,000. (b) Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Credit Loan Documents. If within 45 days after written notice is given of the retiring Administrative Agent’s resignation under this Section 8.7 9.7 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Credit Loan Documents until such time as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s resignation hereunder, the provisions of this Article IX shall continue in effect for the benefit of such retiring Administrative Agent and its representatives and agents in respect of any actions taken or not taken by any of them while it was serving as the Administrative Agent. (c) In addition to the foregoing, if a Lender becomes, and during the period it remains, a Defaulting Lender, and if any Default has arisen from a failure of the Borrower to comply with Section 2.24(a)(1), then the Issuing Bank may, upon prior written notice to the Borrower and the Administrative Agent, resign as Issuing Bank effective at the close of business Atlanta, Georgia time on a date specified in such notice (which date may not be less than five Business Days after the date of such notice).

Successor Administrative Agent. (a) The Administrative Any Agent may resign at any time by giving written notice thereof to the Lenders Banks and the BorrowerParent and may be removed at any time with or without cause by the Required Banks. Upon any such resignationresignation or removal of the Administrative Agent, the Required Lenders Banks shall have the right to appoint a successor Administrative Agent, subject to the approval by the Borrower provided that (so long as no Default or Event of Default exists) to the consent of the Parent (which consent shall exist at such timenot be unreasonably withheld). If no successor Administrative Agent shall have been so appointedappointed by the Required Banks, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving of notice of resignationresignation or the Required Banks' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the LendersBanks, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States or of America or any state State thereof or a bank which maintains an office in the United States, and having a combined capital and surplus of at least $500,000,000. (b) 250,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successor, successor Administrative Agent such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Credit Loan Documents. If within 45 days after written notice is given of the retiring Administrative Agent’s 's resignation or removal under this Section 8.7 8.06 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s 's resignation or removal shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Loan Documents and (iii) the Required Lenders Banks shall thereafter perform all duties of the retiring Administrative Agent under the Credit Loan Documents until such time time, if any, as the Required Lenders Banks appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s 's resignation hereunderor removal hereunder as Agent shall have become effective, the provisions of this Article VIII shall continue in effect for the inure to its benefit of such retiring Administrative Agent and its representatives and agents in respect of as to any actions taken or not omitted to be taken by any of them it while it was serving Agent under this Agreement. If Bank of America, Nova Scotia, Bank One or Deutsche Bank ceases to be a Bank hereunder, it shall be deemed to have resigned as the Administrative AgentCo-Syndication Agent and no replacement shall be appointed.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving fifteen (15) days’ prior written notice thereof to the Lenders and the Borrower, but, except as set forth below, such resignation shall not become effective until acceptance by a successor agent of its appointment pursuant hereto. Upon any such resignation, the Required Lenders retiring Administrative Agent shall have consult with the right to Borrower and promptly appoint a successor Administrative Agentagent from among the Lenders which successor agent shall be experienced and sophisticated in entertainment industry lending; provided, subject that such replacement is reasonably acceptable (as evidenced in writing) to the Required Lenders and the Borrower; provided, however, such approval by the Borrower provided that no shall not be required at any time when a Default or Event of Default shall exist at such timehave occurred and be continuing. If no successor Administrative Agent agent shall have been so appointed, appointed by the retiring Administrative Agent and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, Borrower may appoint a successor Administrative Agentagent (which successor may be replaced by the Required Lenders; provided, that such replacement successor is an existing Lender or experienced and sophisticated in entertainment industry lending and, so long as no Default or Event of Default has occurred and is then continuing, reasonably acceptable to the Borrower (as evidenced in writing)), which shall be either a Lender or a commercial bank organized under the laws of the United States of America or of any state State thereof or a bank which maintains an office in the United States, having and shall have a combined capital and surplus of at least $500,000,000. 250,000,000 and shall be experienced and sophisticated in entertainment industry lending. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the date that is forty-five (b45) days after the date of such notice. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor agent, such successor Administrative Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor agent or the effectiveness of any resignation notice without the appointment of a successor agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and Credit Agreement, the other Credit Documents. If within 45 days after written notice is given of the retiring Administrative Agent’s resignation under this Section 8.7 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Fundamental Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Credit Documents until such time as the Required Lenders appoint a successor Administrative Agent as provided aboveany other credit documentation. After any retiring Administrative Agent’s resignation hereunderhereunder as Administrative Agent, the provisions of this Article 12 and Article 13 shall continue in effect for the inure to its benefit of such retiring Administrative Agent and its representatives and agents in respect of as to any actions taken or not omitted to be taken by any of them it while it was serving as the Administrative AgentAgent under this Credit Agreement.

Successor Administrative Agent. (a) The Administrative Agent may resign If at any time by giving the Administrative Agent deems it advisable, in its sole discretion, it may submit to each of the Lenders a written notice thereof of its resignation as Administrative Agent under this Agreement, such resignation to be effective upon the Lenders earlier of (i) the written acceptance of the duties of the Administrative Agent under the Loan Documents by a successor Administrative Agent and (ii) on the Borrower60th day after the date of such notice. Upon any such notice of resignation, the Required Lenders shall have the right to appoint from among the Lenders a successor Administrative Agent, subject to the approval by the Borrower provided that no Default or Event of Default shall exist at such time. If no successor Administrative Agent shall have been so appointed, appointed by the Required Lenders and shall have accepted such appointment in writing within 30 45 days after the retiring Administrative Agent gives Agent’s giving of notice of resignation, then the retiring Administrative Agent mayshall, on behalf of in consultation with the LendersBorrower, appoint a successor Administrative AgentAgent on behalf of the Lenders prior to the end of the 60th day from such notice from among any of the Lenders who shall have at such time agreed to act as the successor Administrative Agent and shall have at such time a Commitment of at least $10,000,000 (an “Approved Successor”). If no Lender has a Commitment of at least $10,000,000 (or no Lender whose Commitment is at least $10,000,000 shall agree to accept such appointment), which shall be a then the retiring Administrative Agent shall, in consultation with the Borrower (unless an Event of Default has occurred and is continuing), appoint any other Lender or any other commercial bank organized under the laws of the United States of America or any state State thereof or a bank which maintains an office in the United States, and having a combined capital and surplus of at least $500,000,000. (b) 100,000,000 as a successor Administrative Agent. Any appointment of a successor Administrative Agent shall be subject to the approval of the Borrower, which approval shall not be unreasonably withheld or delayed, and shall be given in any event prior to the end of the 60th day from the date of the retiring Administrative Agent’s notice of resignation, provided that during any period in which there exists and is continuing an Event of Default, no approval from the Borrower to the appointment of an Approved Successor shall be required. Upon the acceptance of its an appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent and any required approval of such successor Administrative Agent by the Borrower in accordance with the terms of this Section, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Credit Documents. If within 45 days after written notice is given of the retiring Administrative Agent’s resignation under this Section 8.7 no successor Administrative Agent shall have been appointed rights, powers, privileges and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring as Administrative Agent under the Credit Loan Documents until shall be terminated. The Borrower and the Lenders shall execute such time documents as the Required Lenders appoint a successor Administrative Agent as provided aboveshall be necessary to effect such appointment. After any retiring Administrative Agent’s resignation hereunderhereunder as Administrative Agent, the provisions of this Article the Loan Documents shall continue in effect for the inure to its benefit of such retiring Administrative Agent and its representatives and agents in respect of as to any actions taken or not omitted to be taken by any of them it while it was serving Administrative Agent under the Loan Documents. The Supermajority Lenders may remove the Administrative Agent from its capacity as administrative agent in the event of the Administrative Agent’s willful misconduct or gross negligence. The Commitment of the Lender then acting as Administrative Agent, if the Administrative Agent is being removed due to willful misconduct or gross negligence pursuant to this Section 10.9, shall be disregarded in determining the Supermajority Lenders. Such removal shall be in accordance with the Intercreditor Agreement of even date herewith among the Administrative Agent and the Lenders which provides, among other things, that any successor Administrative Agent must satisfy the conditions for a successor Administrative Agent contained above in this Section 10.9.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving written give notice thereof of its resignation to the Lenders Banks and the BorrowerCompany. Upon any such notice of resignation, the Required Lenders Banks shall have the right right, in consultation with the Company, to appoint a successor Administrative Agent, subject to which shall be a commercial bank organized or licensed under the approval by laws of the Borrower provided that no Default United States of America or Event of Default shall exist any State thereof and having a combined capital and surplus of at such timeleast $50,000,000. If no successor Administrative Agent shall have been so appointedappointed by the Required Banks, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives notice of resignationresignation (or such earlier day as shall be agreed by the Required Banks) (the “Resignation Effective Date”), then the retiring Administrative Agent may, on behalf of the LendersBanks and in consultation with the Company, appoint a successor Administrative Agent, which shall be a commercial bank organized or licensed under the laws of the United States of America or of any state State thereof or a bank which maintains an office in the United States, and having a combined capital and surplus of at least $500,000,00050,000,000, provided that in no event shall any such successor Administrative Agent be a Defaulting Bank. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. (b) If the Person serving as Administrative Agent is a Defaulting Bank pursuant to clause (e) of the definition thereof, the Required Banks may, to the extent permitted by applicable law, by notice in writing to the Company and such Person remove such Person as Administrative Agent and, in consultation with the Company, appoint a successor. If no such successor shall have been so appointed by the Required Banks and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Banks) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) except for any indemnity payments or other amounts then owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Bank directly, until such time, if any, as the Required Banks appoint a successor Administrative Agent as provided for above. Upon the acceptance of its appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring (or removed) Administrative AgentAgent (other than as provided in Section 8.04(d) and other than any rights to indemnity payments or other amounts owed to the retiring or removed Administrative Agent as of the Resignation Effective Date or the Removal Effective Date, as applicable), and the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder or under this Agreement and the other Credit DocumentsLoan Documents (if not already discharged therefrom as provided above in this Section 7.09). If within 45 days after written notice is given of The fees payable by the Company to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After any retiring or removed Administrative Agent’s resignation or removal hereunder and under this Section 8.7 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring other Loan Documents as Administrative Agent’s resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Credit Documents until such time as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s resignation hereunder, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring or removed Administrative Agent Agent, its sub-agents and its representatives and agents their respective related parties in respect of any actions taken or not omitted to be taken by any of them (i) while it the retiring or removed Administrative Agent was serving acting as Administrative Agent and (ii) after such resignation or removal for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent, subject to the approval by the Borrower provided that no Default or Event of Default shall exist at such time. If 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 resignation, then the retiring Administrative Agent may, on behalf of the LendersLenders and the Issuing Bank, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or any state thereof or a bank which maintains an office in the United States, having a combined capital and surplus of at least $500,000,000. (b) Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Credit Loan Documents. If within 45 days after written notice is given of the retiring Administrative Agent’s resignation under this Section 8.7 9.7 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Credit Loan Documents until such time as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s resignation hereunder, the provisions of this Article shall continue in effect for the benefit of such retiring Administrative Agent and its representatives and agents in respect of any actions taken or not taken by any of them while it was serving as the Administrative Agent. (c) In addition to the foregoing, if a Lender becomes, and during the period it remains, a Defaulting Lender, the Issuing Bank may, upon prior written notice to the Borrower and the Administrative Agent, resign as Issuing Bank effective at the close of business New York time on a date specified in such notice (which date may not be less than five Business Days after the date of such notice); provided that such resignation by the Issuing Bank will have no effect on the validity or enforceability of any Letter of Credit then outstanding or on the obligations of the Borrower or any Lender under this Agreement with respect to any such outstanding Letter of Credit or otherwise to the Issuing Bank.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent, subject to the approval by the Borrower provided that no Default or Event of Default shall exist at such time. If 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 resignation, then the retiring Administrative Agent may, on behalf of the LendersLenders and the Issuing Bank, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or any state thereof or a bank which maintains an office in the United States, having a combined capital and surplus of at least $500,000,000. (b) Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Credit Loan Documents. If within 45 days after written notice is given of the retiring Administrative Agent’s resignation under this Section 8.7 9.7 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Loan Documents other than with respect to holding the Pledged Collateral for the Lenders and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Credit Loan Documents until such time as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s resignation hereunder, the provisions of this Article shall continue in effect for the benefit of such retiring Administrative Agent and its representatives and agents in respect of any actions taken or not taken by any of them while it was serving as the Administrative Agent. (c) In addition to the foregoing, if a Lender becomes, and during the period it remains, a Defaulting Lender, and if the procedures set forth in Section 2.26(a) are not complied with, then the Issuing Bank and the Swingline Lender may, upon prior written notice to the Borrower and the Administrative Agent, resign as Issuing Bank or as Swingline Lender, as the case may be, effective at the close of business Atlanta, Georgia time on a date specified in such notice (which date may not be less than five (5) Business Days after the date of such notice).

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving written notice thereof to the Lenders Banks and the Borrower. Upon any such resignationresignation or removal of the Administrative Agent, the Required Lenders Majority Banks shall have the right to appoint a successor Administrative Agent to assume the position as Administrative Agent of the retiring Administrative Agent, subject to the approval by the Borrower provided that no Default or Event of Default shall exist at such time. If no successor Administrative Agent shall have been so appointedappointed by the Majority Banks, and shall have accepted such appointment appointment, within 30 thirty (30) days after the retiring Administrative Agent gives Agent’s giving of notice of resignationresignation or the Majority Banks’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the LendersBanks, appoint a successor Administrative Agent, which shall be either a Bank hereunder or a commercial bank organized or licensed under the laws of the United States or of America or any state thereof or a bank which maintains an office in the United States, and having a combined capital and surplus of at least $500,000,000. . The Borrower shall have the right to approve any successor Administrative Agent, which approval shall not be unreasonably withheld (b) in all such cases the Borrower shall be entitled to take into account its past and then existing commercial banking relationships, among other things); provided that if an Event of Default shall have occurred, such right of the Borrower to approve the successor Administrative Agent shall be suspended during the continuance of such Event of Default. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Credit Documents. If within 45 days after written notice is given of the retiring Administrative Agent’s resignation under this Section 8.7 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Credit Documents until such time as the Required Lenders appoint a successor Administrative Agent as provided aboveAgreement. After any retiring Administrative Agent’s resignation hereunderor removal hereunder as Administrative Agent, the provisions of this Article X shall continue in effect for the inure to its benefit of such retiring Administrative Agent and its representatives and agents in respect of as to any actions taken or not omitted to be taken by any of them it while it was serving as the Administrative AgentAgent under this Agreement.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent, subject to the approval by the Borrower provided that no Default or Event of Default shall exist at such time. If 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 resignation, then the retiring Administrative Agent may, on behalf of the LendersLenders and the Issuing Bank, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or any state thereof or a bank which maintains an office in the United States, having a combined capital and surplus of at least $500,000,000. (b) Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Credit Loan Documents. If within 45 days after written notice is given of the retiring Administrative Agent’s resignation under this Section 8.7 9.7 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Credit Loan Documents until such time as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s resignation hereunder, the provisions of this Article 9 shall continue in effect for the benefit of such retiring Administrative Agent and its representatives and agents in respect of any actions taken or not taken by any of them while it was serving as the Administrative Agent.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving written no less than 30 days’ prior notice thereof to the Lenders and the Borrower. Upon any such resignation, the Required Majority Lenders shall have the right to appoint a successor Administrative Agent, subject to the approval by the Borrower provided that no Default or Event of Default shall exist at such time. If 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 resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, Agent which shall be a commercial bank organized under the laws of the United States of America or of any state State thereof or a bank which maintains an office in the United States, having a combined commercial capital and surplus of at least $500,000,000. (b) Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Credit Loan Documents. If If, within 45 days after written notice is given of the retiring Administrative Agent’s resignation under this Section 8.7 Section, no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Loan Documents and (iii) the Required Majority Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Credit Loan Documents until such time as the Required Majority Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s resignation hereunder, the provisions of this Article shall continue in effect for the benefit of such retiring Administrative Agent and its representatives and agents in respect of any actions taken or not taken by any of them while it was serving as the Administrative Agent. (c) In addition to the foregoing, if a Lender becomes, and during the period it remains, a Defaulting Lender, and if any Event of Default has arisen from a failure of Borrower to comply with Section 2.14(a)(v), then any Issuing Lender and the Swing Line Lender may, upon prior written notice to Borrower and Administrative Agent, resign as Issuing Lender or as Swing Line Lender, as the case may be, effective at the close of business Atlanta, Georgia time on a date specified in such notice (which date may not be less than five (5) Business Days after the date of such notice).

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent, subject to the approval by the Borrower provided that no Default or Event of Default shall exist at such time. If 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 resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or any state thereof or a bank which maintains an office in the United States, having a combined capital and surplus of at least $500,000,000. (b) Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Credit Loan Documents. If within 45 days after written notice is given of the retiring Administrative Agent’s 's resignation under this Section 8.7 9.7 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s 's resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Credit Loan Documents until such time as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s 's resignation hereunder, the provisions of this Article IX shall continue in effect for the benefit of such retiring Administrative Agent and its representatives and agents in respect of any actions taken or not taken by any of them while it was serving as the Administrative Agent.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent, subject to the approval by the Borrower provided that no Default or Event of Default shall exist at such time. If 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 resignation, then the retiring Administrative Agent may, on behalf of the LendersLenders and the Issuing Bank, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or any state thereof or a bank which maintains an office in the United States, having a combined capital and surplus of at least $500,000,000. (b) Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Credit Loan Documents. If within 45 days after written notice is given of the retiring Administrative Agent’s 's resignation under this Section 8.7 9.7 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s 's resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Credit Loan Documents until such time as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s 's resignation hereunder, the provisions of this Article IX shall continue in effect for the benefit of such retiring Administrative Agent and its representatives and agents in respect of any actions taken or not taken by any of them while it was serving as the Administrative Agent.

Successor Administrative Agent. (a) The Administrative Agent may resign If at any time by giving the Administrative Agent deems it advisable, in its sole discretion, it may submit to each other Credit Party a written notice thereof of its resignation as Administrative Agent under the Loan Documents, such resignation to be effective upon the Lenders earlier of (i) the written acceptance of the duties of the Administrative Agent under the Loan Documents by a successor Administrative Agent and (ii) on the Borrower30th 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, subject to the approval by the Borrower provided that no Default or Event of Default shall exist at such time. If no successor Administrative Agent shall have been so appointed, appointed by the Required Lenders and shall have accepted such appointment in writing within 30 days after the retiring Administrative Agent gives Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lendersother Credit Parties, appoint a successor Administrative Agent, which successor Administrative Agent shall be a commercial bank organized under the laws of the United States of America or any state State thereof or a bank which maintains an office in the United States, and having a combined capital capital, surplus, and surplus undivided profits of at least $500,000,000. (b) 100,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative AgentAgent other than any amounts owed to the retiring Administrative Agent pursuant to Section 10.7 hereof, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Credit Documents. If within 45 days after written notice is given of the retiring Administrative Agent’s resignation under this Section 8.7 no successor Administrative Agent shall have been appointed rights, powers, privileges and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring as Administrative Agent under the Loan Documents shall be terminated. The Borrower and the Credit Documents until Parties (other than the Administrative Agent) shall execute such time documents as the Required Lenders appoint a successor Administrative Agent as provided aboveshall be necessary to effect such appointment. After any retiring Administrative Agent’s resignation hereunderas Administrative Agent, the provisions of the Loan Documents shall inure to its benefit as to any actions taken or omitted to be taken by it, and any amounts owing to it, while it was Administrative Agent under the Loan Documents. If at any time there shall not be a duly appointed and acting Administrative Agent, the Borrower agrees to make each payment due under the Loan Documents directly to the Credit Party entitled thereto during such time. Notwithstanding anything to the contrary contained in this Article Section 10.9, the appointment of any successor Administrative Agent shall continue in effect be consented to by the Borrower (such consent not to be unreasonably withheld and such consent not to be required during the occurrence and continuance of any Default). (b) If at any time the Administrative Agent (i ) becomes the subject of a proceeding under any debtor relief law, or (ii) had a receiver, conservator, trustee, administrator, assignee for the benefit of such retiring creditors or similar Person charged with reorganization or liquidation of its business or a custodian appointed for it, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Administrative Agent and its representatives and agents in respect of any actions taken or not taken by any of them while it was serving as the Borrower, remove the Administrative AgentAgent and in consultation with the Borrower, appoint a successor. Likewise, if at any time the Administrative Agent (i ) becomes the subject of a proceeding under any debtor relief law, or (ii) had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or a custodian appointed for it, the Borrower may, to the extent permitted by applicable law, by notice in writing to the Administrative Agent and the Required Lenders, remove the Administrative Agent and in consultation with the Required Lenders, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and Borrower and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders and Borrower) (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 at any time by giving written notice thereof to the Lenders and the BorrowerBorrowers. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent, subject to the approval by the Borrower Borrowers provided that no Default or Event of Default shall exist at such time. If 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 resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or any state thereof or a bank which maintains an office in the United States, having a combined capital and surplus of at least $500,000,000. (b) Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Credit Loan Documents. If within 45 days after written notice is given of the retiring Administrative Agent’s resignation under this Section 8.7 9.7 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Credit Loan Documents until such time as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s resignation hereunder, the provisions of this Article shall continue in effect for the benefit of such retiring Administrative Agent and its representatives and agents in respect of any actions taken or not taken by any of them while it was serving as the Administrative Agent.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent, subject to the approval by the Borrower provided that no Default or Event of Default shall exist at such time. If 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 resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or any state thereof or a bank which maintains an office in the United States, having a combined capital and surplus of at least $500,000,000. (b) Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Credit Loan Documents. If within 45 days after written notice is given of the retiring Administrative Agent’s resignation under this Section 8.7 9.7 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Credit Loan Documents until such time as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s resignation hereunder, the provisions of this Article IX shall continue in effect for the benefit of such retiring Administrative Agent and its representatives and agents in respect of any actions taken or not taken by any of them while it was serving as the Administrative Agent. (c) In addition to the foregoing, if a Lender becomes, and during the period it remains, a Defaulting Lender, and if any Default has arisen from a failure of the Borrower to comply with Section 2.23(a), then the Swingline Lender may, upon prior written notice to the Borrower and the Administrative Agent, resign as Swingline Lender effective at the close of business Atlanta, Georgia time on a date specified in such notice (which date may not be less than five Business Days after the date of such notice).

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent, subject to the approval by the Borrower provided that no Default or Event of Default shall exist at such time. If 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 resignation, then the retiring Administrative Agent may, on behalf of the LendersLenders and the Issuing Bank, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or any state thereof or a bank which maintains an office in the United States, having a combined capital and surplus of at least $500,000,0005,000,000,000. (b) Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Credit Loan Documents. If within 45 days after written notice is given of the retiring Administrative Agent’s 's resignation under this Section 8.7 9.7 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s 's resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Credit Loan Documents until such time as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s 's resignation hereunder, the provisions of this Article IX shall continue in effect for the benefit of such retiring Administrative Agent and its representatives and agents in respect of any actions taken or not taken by any of them while it was serving as the Administrative Agent.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving written notice thereof to the Lenders Banks and the Borrower. Upon any such resignation, the Required Lenders Banks shall have the right to appoint a successor Administrative Agent, subject to the approval by the Borrower provided that no Default or Event of Default shall exist at such time. If no successor Administrative Agent shall have been so appointedappointed by the Required Banks, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives notice of resignation, then the retiring Administrative Agent mayAgent, on behalf of the LendersBanks, shall appoint a successor Administrative Agent, Agent which shall be a commercial bank organized or licensed under the laws of the United States of America or any state thereof or a bank which maintains an office in the United States, and having a combined capital and surplus of at least $500,000,000. (b) 250,000,000. Upon the acceptance of its appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, upon the execution and filing or recording of such financing statements, or amendment, thereto, and such other instruments or notices, as may be necessary or desirable, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Administrative Agent, Agent and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Credit Documentshereunder. If within 45 days after written notice is given of the retiring Administrative Agent’s resignation under this Section 8.7 7.07 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s Agent resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Documents this Agreement and (iii) the Required Lenders Banks shall thereafter perform all duties of the retiring Administrative Agent under the Credit Documents until such time time, if any, as the Required Lenders Banks appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s resignation hereunder, hereunder as Administrative Agent the provisions of this Article shall continue in effect for the inure to its benefit of such retiring Administrative Agent and its representatives and agents in respect of as to any actions taken or not omitted to be taken by any of them it while it was serving as the Administrative Agent.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent, subject to the approval by the Borrower provided that no Default or Event of Default shall exist at such time. If 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 resignation, then the retiring Administrative Agent may, on behalf of the LendersLenders and the Issuing Bank, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or any state thereof or a bank which maintains an office in the United States, having a combined capital and surplus of at least $500,000,000. (b) Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Credit Loan Documents. If within 45 days after written notice is given of the retiring Administrative Agent’s resignation under this Section 8.7 9.7 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Credit Loan Documents until such time as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s resignation hereunder, the provisions of this Article shall continue in effect for the benefit of such retiring Administrative Agent and its representatives and agents in respect of any actions taken or not taken by any of them while it was serving as the Administrative Agent.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent, subject to the approval by the Borrower provided that no Default or Event of Default shall exist at such time. If 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 resignation, then the retiring Administrative Agent may, on behalf of the LendersLenders and the Issuing Bank, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or any state thereof or a bank which maintains an office in the United States, having a combined capital and surplus of at least $500,000,000. (b) Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Credit Loan Documents. If within 45 days after written notice is given of the retiring Administrative Agent’s resignation under this Section 8.7 9.7 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Credit Loan Documents until such time as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s resignation hereunder, the provisions of this Article shall continue in effect for the benefit of such retiring Administrative Agent and its representatives and agents in respect of any actions taken or not taken by any of them while it was serving as the Administrative Agent. (c) Any resignation by Xxxxx Fargo Bank, as Administrative Agent pursuant to this Section 9.7 shall also constitute its resignation as Issuing Lender and Swingline Lender but shall not confer any duties on the Required Lenders to act as Issuing Lender or as Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit. (d) In addition to the foregoing, if a Lender becomes, and during the period it remains, a Defaulting Lender, and if any Default has arisen from a failure of the Borrower to comply with Section 2.26(a), then the Issuing Bank and the Swingline Lender may, upon prior written notice to the Borrower and the Administrative Agent, resign as Issuing Bank or as Swingline Lender, as the case may be, effective at the close of business New York, New York time on a date specified in such notice (which date may not be less than five (5) Business Days after the date of such notice).

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving written notice thereof to the Lenders Banks and the Borrower. Upon any such resignationresignation,(i) the Borrower, with the consent of the Required Lenders Banks (such consent not to be unreasonably withheld or delayed), or (ii) if an Event of Default has occurred and is continuing, then the Required Banks, shall have the right to appoint a successor Administrative Agent, subject to the approval by the Borrower provided that no Default or Event of Default shall exist at such time. If no successor Administrative Agent shall have been so appointed, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives notice of resignation, then the retiring Administrative Agent may, on behalf of the LendersBanks, appoint a successor Administrative Agent, which shall be a commercial bank organized or licensed under the laws of the United States of America or of any state State thereof or a bank which maintains an office in the United States, and having a combined capital and surplus of at least $500,000,000. (b) 250,000,000. Upon the acceptance of its appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Credit Documents. If within 45 days after written notice is given of the retiring Administrative Agent’s resignation under this Section 8.7 no hereunder; provided that if such successor Administrative Agent shall have been is appointed and shall have accepted such appointment, then on such 45th day (i) without the retiring Administrative Agent’s resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Documents and (iii) the Required Lenders shall thereafter perform all duties consent of the retiring Administrative Agent under the Credit Documents until Borrower, such time as the Required Lenders appoint a successor Administrative Agent may be replaced by the Borrower with the consent of the Required Banks so long as provided aboveno Event of Default has occurred and is continuing at the time. After any retiring Administrative Agent’s resignation hereunderhereunder as Administrative Agent, the provisions of this Article shall continue in effect for the inure to its benefit of such retiring Administrative Agent and its representatives and agents in respect of as to any actions taken or not omitted to be taken by any of them it while it was serving as the Administrative Agent. (u) Article 8 of the Agreement is amended by deleting Section 8.03(c) thereof in its entirety. (v) The last sentence of Section 8.06(b) of the Agreement is amended to read as follows: Upon satisfaction of the foregoing conditions, the Commitment of such Bank shall terminate on the effective date specified in such notice, its participation in any outstanding Letters of Credit shall terminate on such effective date and the participations of the other Banks therein shall be redetermined as of such date as if such Letters of Credit had been issued on such date. (w) The Pricing Schedule attached hereto replaces the Pricing Schedule attached to the Agreement.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the BorrowerBorrowers. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent, subject to the approval by the Borrower Borrowers provided that no Default or Event of Default shall exist at such time. If 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 resignation, then the retiring Administrative Agent may, on behalf of the LendersLenders and the Issuing Banks, appoint a successor Administrative AgentAgent after consultation with the Borrower, which shall be a commercial bank organized under the laws of the United States of America or any state thereof or a bank which maintains an office in the United States, having a combined capital and surplus of at least $500,000,000. (b) Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Credit Loan Documents. If If, within 45 days after written notice is given of the retiring Administrative Agent’s resignation under this Section 8.7 Section, no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Credit Loan Documents until such time as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s resignation hereunder, the provisions of this Article shall continue in effect for the benefit of such retiring Administrative Agent and its representatives and agents in respect of any actions taken or not taken by any of them while it was serving as the Administrative Agent.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent, subject to the approval by the Borrower provided that no Default or Event of Default shall exist at such time. If 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 resignation, then the retiring Administrative Agent may, on behalf of the LendersLenders and the Issuing Bank, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or any state thereof or a bank which maintains an office in the United States, having a combined capital and surplus of at least $500,000,000. (b) Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Credit Loan Documents. If within 45 days after written notice is given of the retiring Administrative Agent’s 's resignation under this Section 8.7 9.7 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s 's resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Credit Documents until such time as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s resignation hereunderLoan Documents, the provisions of this Article shall continue in effect for the benefit of such retiring Administrative Agent and its representatives and agents in respect of any actions taken or not taken by any of them while it was serving as the Administrative Agent.and

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent, subject to the approval by the Borrower provided that no Default or Event of Default shall exist at such time. If 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 resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or any state thereof or a bank which maintains an office in the United States, having a combined capital and surplus of at least $500,000,000. (b) Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Credit Loan Documents. If within 45 days after written notice is given of the retiring Administrative Agent’s 's resignation under this Section 8.7 9.7 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s 's resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Credit Loan Documents until such time as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s 's resignation hereunder, the provisions of this Article shall continue in effect for the benefit of such retiring Administrative Agent and its representatives and agents in respect of any actions taken or not taken by any of them while it was serving as the Administrative Agent.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving written notice thereof to the Lenders Banks and the Borrower. Upon any such resignationresignation or removal of the Administrative Agent, the Required Lenders Majority Banks shall have the right to appoint a successor Administrative Agent to assume the position as Administrative Agent of the retiring Administrative Agent, subject to the approval by the Borrower provided that no Default or Event of Default shall exist at such time. If no successor Administrative Agent shall have been so appointedappointed by the Majority Banks, and shall have accepted such appointment appointment, within 30 thirty (30) days after the retiring Administrative Agent gives Agent’s giving of notice of resignationresignation or the Majority Banks’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the LendersBanks, appoint a successor Administrative Agent, which shall be either a Bank hereunder or a commercial bank organized or licensed under the laws of the United States or of America or any state thereof or a bank which maintains an office in the United States, and having a combined capital and surplus of at least $500,000,000. . The Borrower shall have the right to approve any successor Administrative Agent, which approval shall not be unreasonably withheld (b) in all such cases the Borrower shall be entitled to take into account its past and then existing commercial banking relationships, among other things); provided that if an Event of Default shall have occurred, such right of the Borrower to approve the successor Administrative Agent shall be suspended during the continuance of such Event of Default. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Credit Documents. If within 45 days after written notice is given of the retiring Administrative Agent’s resignation under this Section 8.7 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Credit Documents until such time as the Required Lenders appoint a successor Administrative Agent as provided aboveAgreement. After any retiring Administrative Agent’s resignation hereunderor removal hereunder as Administrative Agent, the provisions of this Article VIII shall continue in effect for the inure to its benefit of such retiring Administrative Agent and its representatives and agents in respect of as to any actions taken or not omitted to be taken by any of them it while it was serving as the Administrative AgentAgent under this Agreement.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor US-DOCS\107476819.12 Administrative Agent, subject to the approval by the Borrower provided that no Default or Event of Default shall exist at such time. If 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 resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or any state thereof or a bank which maintains an office in the United States, having a combined capital and surplus of at least $500,000,000. (b) Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Credit Loan Documents. If If, within 45 days after written notice is given of the retiring Administrative Agent’s resignation under this Section 8.7 Section, no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Credit Loan Documents until such time as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s resignation hereunder, the provisions of this Article shall continue in effect for the benefit of such retiring Administrative Agent and its representatives and agents in respect of any actions taken or not taken by any of them while it was serving as the Administrative Agent. (c) In addition to the foregoing, if a Lender becomes, and during the period it remains, a Defaulting Lender, and if any Default has arisen from a failure of the Borrower to comply with Section 2.26(a), then each Issuing Bank and the Swingline Lender may, upon prior written notice to the Borrower and the Administrative Agent, resign as an Issuing Bank or as Swingline Lender, as the case may be, effective at the close of business Atlanta, Georgia time on a date specified in such notice (which date may not be less than five (5) Business Days after the date of such notice).

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent, subject to the approval by the Borrower provided that no Default or Event of Default shall exist at such time. If no successor 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 resignation, then the retiring Administrative Agent may, on behalf of the LendersLenders and the Issuing Bank, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or any state thereof or a bank which maintains an office in the United States, having a combined capital and surplus of at least $500,000,000. (b) Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon there­upon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Credit Loan Documents. If within 45 days after written notice is given of the retiring Administrative Agent’s resignation under this Section 8.7 9.7 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Credit Loan Documents until such time as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s resignation hereunder, the provisions provi­sions of this Article shall continue in effect for the benefit of such retiring Administrative Agent and its representatives and agents in respect of any actions taken or not taken by any of them while it was serving as the Administrative Agent. (c) In addition to the foregoing, if a Lender becomes, and during the period it remains, a Defaulting Lender, the Issuing Bank may, upon prior written notice to Borrower and Administrative Agent, resign as Issuing Bank effective at the close of business New York time on a date specified in such notice (which date may not be less than five Business Days after the date of such notice); provided that such resignation by the Issuing Bank will have no effect on the validity or enforceability of any Letter of Credit then outstanding or on the obligations of Borrower or any Lender under this Agreement with respect to any such outstanding Letter of Credit or otherwise to the Issuing Bank.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the BorrowerBorrowers. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent, subject to the approval by the Borrower Borrowers provided that no Default or Event of Default shall exist at such time. If 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 resignation, then the retiring Administrative Agent may, on behalf of the LendersLenders and the Issuing Bank, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or any state thereof or a bank which maintains an office in the United States, having a combined capital and surplus of at least $500,000,000. (b) Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Credit Loan Documents. If within 45 days after written notice is given of the retiring Administrative Agent’s resignation under this Section 8.7 9.7 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Credit Loan Documents until such time as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s resignation hereunder, the provisions of this Article shall continue in effect for the benefit of such retiring Administrative Agent and its representatives and agents in respect of any actions taken or not taken by any of them while it was serving as the Administrative Agent. (c) In addition to the foregoing, if a Lender becomes, and during the period it remains, a Defaulting Lender, the Issuing Bank and/or the Swingline Lender may, upon prior written notice to the Borrowers and the Administrative Agent, resign as Issuing Bank or Swingline Lender, respectively, effective at the close of business on a date specified in such notice (which date may not be less than five Business Days after the date of such notice); provided that such resignation by the Issuing Bank will have no effect on the validity or enforceability of any Letter of Credit then outstanding or on the obligations of the Borrowers or any Lender under this Agreement with respect to any such outstanding Letter of Credit or otherwise to the Issuing Bank; and provided, further, that such resignation by the Swingline Lender will have no effect on its rights in respect of any outstanding Swingline Loans or on the obligations of the Borrowers or any Lender under this Agreement with respect to any such outstanding Swingline Loan.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the BorrowerBorrowers. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent, subject to the approval by the Borrower Borrowers provided that no Default or Event of Default shall exist at such time. If no successor Administrative Agent shall have been so appointed, and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives notice of resignation, then the retiring Administrative Agent may, on behalf of the LendersLenders and the Issuing Bank, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or any state thereof or a bank which maintains an office in the United States, having a combined capital and surplus of at least $500,000,000. (b) Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Credit Loan Documents. If within 45 days after written notice is given of the retiring Administrative Agent’s resignation under this Section 8.7 9.7 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Credit Loan Documents until such time as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s resignation hereunder, the provisions of this Article IX shall continue in effect for the benefit of such retiring Administrative Agent and its representatives and agents in respect of any actions taken or not taken by any of them while it was serving as the Administrative Agent.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent, subject to the approval by the Borrower provided that no Default or Event of Default shall exist at such time. If 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 resignation, then the retiring Administrative Agent may, on behalf of the LendersLenders and the Issuing Bank, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or any state thereof or a bank which maintains an office in the United States, having a combined capital and surplus of at least $500,000,000. (b) Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Credit Loan Documents. If within 45 days after written notice is given of the retiring Administrative Agent’s resignation under this Section 8.7 9.7 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Credit Loan Documents until such time as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s resignation hereunder, the provisions of this Article shall continue in effect for the benefit of such retiring Administrative Agent and its representatives and agents in respect of any actions taken or not taken by any of them while it was serving as the Administrative Agent. (c) In addition to the foregoing, if a Lender becomes, and during the period it remains, a Defaulting Lender, and if any Default has arisen from a failure of the Borrower to comply with Section 2.25(a), then the Issuing Bank and the Swingline Lender may, upon prior written notice to the Borrower and the Administrative Agent, resign as Issuing Bank or as Swingline Lender, as the case may be, effective at the close of business Atlanta, Georgia time on a date specified in such notice (which date may not be less than five (5) Business Days after the date of such notice).

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent, subject to the approval by the Borrower provided that no Default or Event of Default shall exist at such time. If 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 resignation, then the retiring Administrative Agent may, on behalf of the LendersLenders and the Issuing Bank, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or any state thereof or a bank which maintains an office in the United States, having a combined capital and surplus of at least $500,000,000. (b) Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Credit Loan Documents. If within 45 days after written notice is given of the retiring Administrative Agent’s resignation under this Section 8.7 9.7 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Credit Loan Documents until such time as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s resignation hereunder, the provisions of this Article shall continue in effect for the benefit of such retiring Administrative Agent and its representatives and agents in respect of any actions taken or not taken by any of them while it was serving as the Administrative Agent. (c) In addition to the foregoing, if a Lender becomes, and during the period it remains, a Defaulting Lender, and if any Default has arisen from a failure of the Borrower to comply with Section 2.28(a), then the Issuing Bank and the Swingline Lender may, upon prior written notice to the Borrower and the Administrative Agent, resign as Issuing Bank or as Swingline Lender, as the case may be, effective at the close of business New York time on a date specified in such notice (which date may not be less than five Business Days after the date of such notice).

Successor Administrative Agent. (a) The Administrative Agent may resign at any time time, effective upon the appointment and acceptance of a successor Administrative Agent as provided below, by giving at least 60 days’ written notice thereof to the Lenders Initial Lender and the BorrowerBorrower and may be removed at any time with cause by the Majority Xxxxxxx and the Borrower acting jointly. Upon any such resignationresignation or removal, the Required Borrower and the Majority Lenders acting jointly shall have the right to appoint a successor Administrative Agent, subject to Agent (provided that the approval by consent of the Borrower provided that no Default or shall not be required after the occurrence, and during the continuance, of an Event of Default Default). The Majority Lenders agree they shall exist at such timenot unreasonably withhold or delay its approval of the appointment of a successor Administrative Agent. If no successor Administrative Agent shall have been appointed and an instrument of acceptance by a successor Administrative Agent shall not have been delivered to the Initial Lender and the Borrower within 30 days after the giving of such notice of resignation, the resigning Administrative Agent may petition any court of competent jurisdiction for the appointment of a successor Administrative Agent. If no such successor Administrative Agent shall have been so appointed, and shall have accepted such appointment appointment, within 30 60 days after the retiring Administrative Agent gives Agent’s giving of notice of resignationresignation or the removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the LendersSecured Parties, appoint a successor Administrative Agent, Agent which successor Administrative Agent shall be either (i) a commercial bank organized under the laws of the United States or of America or any state thereof or a bank which maintains an office in the United States, having and have a combined capital and surplus of at least $500,000,000. 50,000,000 or (bii) an Affiliate of such a bank. No such resignation shall become effective until a replacement Administrative Agent shall have assumed the responsibilities and obligations of the Administrative Agent in accordance with Section 9.01. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. Any Fees then due and owing to the Administrative Agent and accrued through such date, including any expenses or indemnities it is entitled to pursuant to the provisions of this Agreement and the other Credit Documents. If within 45 days after written notice is given of the retiring Administrative Agent’s resignation under this Section 8.7 no successor Administrative Agent any Fee Letter, shall have been appointed be due and payable on such discharge date and shall have accepted be paid from amounts in the Collection Account in accordance with Section 2.05 and if such appointmentamounts are insufficient to pay such amounts then due and owing, shall be paid by the Borrower (or the Lenders ratably across all Term Loan Series then on outstanding if the Borrower fails to so pay such 45th day (iamounts) the retiring Administrative Agent’s resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Documents and (iii) the Required Lenders shall thereafter perform all duties within 10 Business Days of the retiring Administrative Agent under the Credit Documents until such time as the Required Lenders appoint a successor Administrative Agent as provided abovereceipt of an invoice therefor. After any retiring Administrative Agent’s resignation hereunderor removal hereunder as Administrative Agent, the provisions of this Article IX shall continue in effect for the to inure to its benefit of such retiring Administrative Agent and its representatives and agents in respect of as to any actions taken or not omitted to be taken by any of them it while it was serving as the Administrative AgentAgent under this Agreement.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving written notice thereof to the Lenders Lenders, the Issuing Bank and the BorrowerAESC. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent, subject to the approval by the Borrower AESC provided that no Default or Event of Default shall exist at such time. If 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 resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or any state thereof or a bank which maintains an office in the United States, having a combined capital and surplus of at least $500,000,000. (b) Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Credit Loan Documents. If within 45 days after written notice is given of the retiring Administrative Agent’s resignation under this Section 8.7 11.7 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Credit Loan Documents until such time as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s resignation hereunder, the provisions of this Article X shall continue in effect for the benefit of such retiring Administrative Agent and its representatives and agents in respect of any actions taken or not taken by any of them while it was serving as the Administrative Agent.

Successor Administrative Agent. (a) The Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section, the Administrative Agent may resign at any time by giving written notice thereof to notifying the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agentright, subject to with the approval by the consent of Borrower provided that so long as no Default or Event of Default shall exist at have occurred and be continuing (such timeconsent not to be unreasonably withheld or delayed) to appoint a successor. If no successor Administrative Agent shall have been so appointed, appointed by the Required Lenders and shall have accepted such appointment within 30 days (or five Business Days in the event JPMorgan Chase Bank, N.A. is the retiring Administrative Agent and neither JPMorgan Chase Bank, N.A. nor any of its Affiliates is a Lender) after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, Agent which shall be a commercial bank organized under the laws of the United States of America or any state thereof or a bank which maintains with an office in the United StatesNew York, having a combined capital and surplus New York, or an Affiliate of at least $500,000,000. (b) any such bank. Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and hereunder. The fees payable by the other Credit Documents. If within 45 days after written notice is given of the retiring Administrative Agent’s resignation under this Section 8.7 no Borrower to a successor Administrative Agent shall have been appointed be the same as those payable to its predecessor unless otherwise agreed between the Borrower and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Credit Documents until such time as the Required Lenders appoint a successor Administrative Agent as provided abovesuccessor. After any retiring the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent Agent, its sub-agents and its representatives and agents their respective Related Parties in respect of any actions taken or not omitted to be taken by any of them while it was serving acting as the Administrative Agent.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent, subject to the approval by the Borrower provided that no Default or Event of Default shall exist at such time. If 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 resignation, then the retiring Administrative Agent may, on behalf of the LendersLenders and the Issuing Bank, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or any state thereof or a bank which maintains an office in the United States, having a combined capital and surplus of at least $500,000,000. (b) Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Credit Loan Documents. If within 45 days after written notice is given of the retiring Administrative Agent’s resignation under this Section 8.7 9.7 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Credit Loan Documents until such time as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s resignation hereunder, the provisions of this Article shall continue in effect for the benefit of such retiring Administrative Agent and its representatives and agents in respect of any actions taken or not taken by any of them while it was serving as the Administrative Agent. (c) In addition to the foregoing, if a Lender becomes, and during the period it remains, a Defaulting Lender, and if any Default has arisen from a failure of the Borrower to comply with Section 2.25(a), then the Issuing Bank may, upon prior written notice to the Borrower and the Administrative Agent, resign as Issuing Bank, effective at the close of business Atlanta, Georgia time on a date specified in such notice (which date may not be less than five (5) Business Days after the date of such notice).

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving written notice thereof to the Lenders Banks and the Borrower. In addition, if the Administrative Agent at any time shall have been finally determined to have committed gross negligence or willful misconduct in connection with its performance of its duties as Administrative Agent hereunder or if the Commitment of the Administrative Agent, in its capacity as a Bank, inclusive of participations, shall be less than $10,000,000, then, upon notice from the Required Banks, the Administrative Agent shall resign. Upon any such resignation, the Required Lenders Banks shall have the right to appoint a successor Administrative Agent, subject to Agent with the approval by consent of the Borrower; provided that the consent of the Borrower provided that no Default or shall not be required if an Event of Default shall exist at such timehave occurred and be continuing. If no successor Administrative Agent shall have been so appointedappointed by the Required Banks, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives notice of resignation, then the retiring Administrative Agent may, on behalf of the LendersBanks, appoint a successor Administrative Agent, with the reasonable approval of the Borrower provided that no Event of Default shall have occurred and be outstanding, which shall be a commercial bank organized or licensed under the laws of the United States of America or of any state State thereof or a bank which maintains an office in the United States, and having a combined capital and surplus of at least $500,000,000. , total assets of at least $25,000,000,000 and a long-term senior unsecured indebtedness rating of BBB+ or better by S&P (bif rated by S&P) and Baa1 by Xxxxx'x (if rated by Xxxxx'x). Upon the acceptance of its appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and hereunder first accruing or arising after the other Credit Documents. If within 45 days after written notice is given effective date of the retiring Administrative Agent’s resignation under this Section 8.7 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Credit Documents until such time as the Required Lenders appoint a successor Administrative Agent as provided aboveretirement. After any retiring Administrative Agent’s 's resignation hereunderhereunder as Administrative Agent, the provisions of this Article shall continue in effect for the inure to its benefit of such retiring Administrative Agent and its representatives and agents in respect of as to any actions taken or not omitted to be taken by any of them it while it was serving as the Administrative Agent. If, at any time during the Term, the Administrative Agent shall no longer have any Commitment or hold outstanding Loans under this Agreement, the Administrative Agent shall give notice of its offer to resign to the Banks and the Borrower. Upon any such offer of resignation, the Required Banks shall have the right to appoint a successor Administrative Agent or to retain the Administrative Agent with the consent of the Borrower; provided that the consent of the Borrower shall not be required if an Event of Default shall have occurred and be continuing.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the BorrowerGuarantor Representative. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent, subject to the approval by the Borrower Guarantor Representative provided that no Default or Event of Default shall exist at such time. If 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 resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or any state thereof or a bank which maintains an office in the United States, having a combined capital and surplus of at least $500,000,000. (b) Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Credit Loan Documents. If within 45 days after written notice is given of the retiring Administrative Agent’s resignation under this Section 8.7 11.7 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Credit Loan Documents until such time as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s resignation hereunder, the provisions of this Article shall continue in effect for the benefit of such retiring Administrative Agent and its representatives and agents in respect of any actions taken or not taken by any of them while it was serving as the Administrative Agent.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the BorrowerCompany. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent, subject to the approval by the Borrower Company provided that no Default or Event of Default shall exist at such time. If 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 resignation, then the retiring Administrative Agent may, on behalf of the LendersLenders and the Issuing Bank, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or any state thereof or a bank which maintains an office in the United States, having a combined capital and surplus of at least $500,000,000. (b) Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Credit Loan Documents. If within 45 days after written notice is given of the retiring Administrative Agent’s resignation under this Section 8.7 10.8 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Credit Loan Documents until such time as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s resignation hereunder, the provisions of this Article shall continue in effect for the benefit of such retiring Administrative Agent and its representatives and agents in respect of any actions taken or not taken by any of them while it was serving as the Administrative Agent. (c) In addition to the foregoing, if a Lender becomes, and during the period it remains, a Defaulting Lender or a Potential Defaulting Lender, the Issuing Bank and/or the Swingline Lender may, upon prior written notice to the Company and the Administrative Agent, resign as Issuing Bank or Swingline Lender, respectively, at the close of business of the Administrative Agent on a date specified in such notice (which date may not be less than three Business Days after the date of such notice); provided that such resignation by the Issuing Bank will have no effect on the validity or enforceability of any Letter of Credit then outstanding or on the obligations of any Borrower or any Lender under this Agreement with respect to any such outstanding Letter of Credit or otherwise to the Issuing Bank; and provided, further, that such resignation of the Swingline Lender will have no effect on its rights in respect of any outstanding Swingline Loans or on the obligations of the Borrowers or any Lender under this Agreement with respect to any such outstanding Swingline Loan.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving thirty (30) days' prior written notice thereof to the Lenders and Borrower. The Required Lenders, for good cause, may remove Administrative Agent at any time by giving thirty (30) days' prior written notice to the BorrowerAdministrative Agent, the Borrower and the other Lenders. Upon any such resignationresignation or removal, the Required Lenders shall have the right to appoint a successor Administrative Agent, subject to the approval by the Borrower provided that no Default or Event of Default shall exist at such time. If no successor Administrative Agent shall have been so appointed, appointed by the Required Lenders and shall have accepted such appointment appoint within 30 thirty (30) days after the retiring Administrative Agent gives Agent's giving notice of resignationresignation or the Required Lenders' giving notice of removal, as the case may be, then the retiring Administrative Agent maymay appoint, on behalf of the Borrower and the Lenders, appoint a successor Administrative Agent, which . Each such successor Administrative Agent shall be a commercial bank organized under financial institution which meets the laws requirements of an Eligible Assignee. Unless an Event of Default shall have occurred and be continuing, any successor Administrative Agent shall be reasonably acceptable to the United States of America or any state thereof or a bank which maintains an office in the United States, having a combined capital and surplus of at least $500,000,000. (b) Borrower. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under this Agreement and the other Credit Loan Documents. If within 45 days after written notice is given of the retiring Administrative Agent’s resignation under this Section 8.7 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Credit Documents until such time as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s 's resignation hereunder, the provisions of this Article 15 shall continue in effect for the its benefit of such retiring Administrative Agent and its representatives and agents in respect of any actions taken or not omitted to be taken by any of them it while it was serving acting as the Administrative AgentAgent hereunder.

Successor Administrative Agent. (a) The Administrative Any Agent may resign at any time by giving written notice thereof to the Lenders Banks and the BorrowerParent and may be removed at any time with or without cause by the Required Banks. Upon any such resignationresignation or removal of the Administrative Agent, the Required Lenders Banks shall have the right to appoint a successor Administrative Agent, subject to the approval by the Borrower provided that (so long as no Default or Event of Default exists) to the consent of the Parent (which consent shall exist at such timenot be unreasonably withheld). If no successor Administrative Agent shall have been so appointedappointed by the Required Banks, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving of notice of resignationresignation or the Required Banks' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the LendersBanks, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States or of America or any state State thereof or a bank which maintains an office in the United States, and having a combined capital and surplus of at least $500,000,000. (b) 250,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successor, successor Administrative Agent such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Credit Loan Documents. If within 45 days after written notice is given of the retiring Administrative Agent’s 's resignation or removal under this Section 8.7 8.06 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s 's resignation or removal shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Loan Documents and (iii) the Required Lenders Banks shall thereafter perform all duties of the retiring Administrative Agent under the Credit Loan Documents until such time time, if any, as the Required Lenders Banks appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s 's resignation hereunderor removal hereunder as Agent shall have become effective, the provisions of this Article VIII shall continue in effect for the inure to its benefit of such retiring Administrative Agent and its representatives and agents in respect of as to any actions taken or not omitted to be taken by any of them it while it was serving Agent under this Agreement. If Fleet ceases to be a Bank hereunder, it shall be deemed to have resigned as the Administrative AgentDocumentation Agent and no replacement shall be appointed.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving written notice thereof to the Lenders Banks and the BorrowerCompany. Upon any such resignation, the Required Lenders Banks shall have the right to appoint appoint, with the prior written approval of the Company (which approval shall not be unreasonably withheld) so long as there then exists no Event of Default, a successor Administrative Agent, subject to the approval by the Borrower provided that no Default or Event of Default shall exist at such time. If no successor Administrative Agent shall have been so appointedappointed by the Required Banks, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the LendersBanks, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States or of America or any state State thereof or a bank which maintains an office in the United States, and having a combined capital and surplus of at least $500,000,000. (b) 250,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successor, successor Administrative Agent such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Credit Loan Documents. If within 45 days after written notice is given of the retiring Administrative Agent’s 's resignation under this Section 8.7 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s 's resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Loan Documents and (iii) the Required Lenders Banks shall thereafter perform all duties of the retiring Administrative Agent under the Credit Loan Documents until such time time, if any, as the Required Lenders Banks appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s 's resignation hereunderhereunder as Administrative Agent shall have become effective, the provisions of this Article VIII shall continue in effect for the inure to its benefit of such retiring Administrative Agent and its representatives and agents in respect of as to any actions taken or not omitted to be taken by any of them it while it was serving as the Administrative AgentAgent under this Agreement.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving written as Administrative Agent upon 10 days’ notice thereof to the Lenders and the Borrower. Upon any such resignationIf the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Borrower shall have the right, subject to the reasonable consent of the Required Lenders (so long as no Event of Default under Section 7.01(b), (c), (h) or (i) shall have occurred and be continuing, in which case the Required Lenders shall have the right right), to appoint a successor Administrative Agent, subject to the approval by the Borrower provided that no Default or Event of Default shall exist at such time. If 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 resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or any state thereof or a bank which maintains trust company with an office in the United States, having a combined capital and surplus or an Affiliate of at least $500,000,000. (b) Upon any such bank or trust company with an office in the acceptance of its appointment as the Administrative Agent hereunder by a successorUnited States, whereupon such successor Administrative Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Administrative Agent, and the retiring term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be discharged from its duties and obligations under terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement and or any holders of the other Credit DocumentsLoans. If within 45 no successor agent has accepted appointment as Administrative Agent by the date that is 10 days after written notice is given of the following a retiring Administrative Agent’s resignation under this Section 8.7 no successor Administrative Agent shall have been appointed and shall have accepted such appointmentnotice of resignation, then on such 45th day (i) the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, (ii) and the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Documents and (iii) the Required Lenders shall thereafter assume and perform all of the duties of the retiring Administrative Agent under the Credit Documents hereunder until such time time, if any, as the Borrower (or the Required Lenders Lxxxxxx) appoint a successor Administrative Agent agent as provided for above. After any retiring Administrative Agent’s resignation hereunderas Administrative Agent, the provisions of this Article Section 8.09 shall continue in effect for the inure to its benefit of such retiring Administrative Agent and its representatives and agents in respect of as to any actions taken or not omitted to be taken by any of them it while it was serving as Administrative Agent under this Agreement and the Administrative Agentother Loan Documents.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent, subject to the approval by the Borrower provided that if no Default or Event of Default shall exist at such time. If 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 resignation, then the retiring Administrative Agent may, on behalf of the LendersLenders and the Issuing Bank, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or any state thereof or a bank which maintains an office in the United States, having a combined capital and surplus of at least $500,000,000. (b) Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Credit Loan Documents. If within 45 days after written notice is given of the retiring Administrative Agent’s resignation under this Section 8.7 9.7 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Credit Loan Documents until such time as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s resignation hereunder, the provisions of this Article IX shall continue in effect for the benefit of such retiring Administrative Agent and its representatives and agents in respect of any actions taken or not taken by any of them while it was serving as the Administrative Agent.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Required Majority Lenders shall have the right to appoint a successor Administrative Agent, subject to the approval by the Borrower provided that no Default or Event of Default shall exist at such time. If 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 resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or any state thereof or a bank which maintains an office in the United States, having a combined capital and surplus total assets of at least $500,000,0001,000,000,000. (b) Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Credit Loan Documents. If If, within 45 days after written notice is given of the retiring Administrative Agent’s resignation under this Section 8.7 Section, no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation shall become effectiveeffective (except that the retiring Administrative Agent shall continue to hold Collateral as bailee for purposes of perfection), (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Loan Documents and (iii) the Required Majority Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Credit Loan Documents until such time as the Required Majority Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s resignation hereunder, the provisions of this Article shall continue in effect for the benefit of such retiring Administrative Agent and its representatives and agents in respect of any actions taken or not taken by any of them while it was serving as the Administrative Agent. (c) In addition to the foregoing, if a Lender becomes, and during the period it remains, a Defaulting Lender, and if any Default has arisen from a failure of the Borrower to comply with Section 12.6(a), then the Letter of Credit Issuer and the Swing Line Bank may, upon prior written notice to the Borrower and the Administrative Agent, resign as Letter of Credit Issuer or as Swing Line Bank, as the case may be, effective at the close of business Atlanta, Georgia time on a date specified in such notice (which date may not be less than five (5) Banking Days after the date of such notice).

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the BorrowerBorrower Representative. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent, subject to the approval by the Borrower Representative provided that no Default or Event of Default shall exist at such time. If no successor suc-cessor Administrative Agent shall have been so appointed, and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or any state thereof or a bank which maintains an office in the United States, having a combined capital and surplus of at least $500,000,000. (b) Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon there-upon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Credit Loan Documents. If If, within 45 days after written notice is given of the retiring Administrative Agent’s resignation under this Section 8.7 Section, no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Credit Loan Documents until such time as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring retir-ing Administrative Agent’s resignation hereunder, the provisions provi-sions of this Article shall continue in effect for the benefit of such retiring Administrative Agent and its representatives and agents in respect of any actions ac-tions taken or not taken by any of them while it was serving as the Administrative Agent. (c) In addition to the foregoing, if a Lender becomes, and during the period it remains, a Defaulting Lender, and if any Default has arisen from a failure of the Borrowers to comply with Section 2.26(a), then any Issuing Bank and the Swingline Lender may, upon prior written notice to the Borrower Representative and the Administrative Agent, resign as an Issuing Bank or as Swingline Lender, as the case may be, effective at the close of business Atlanta, Georgia time on a date specified in such notice (which date may not be less than five (5) Business Days after the date of such notice).

Successor Administrative Agent. (a) The Administrative Any Agent may resign at any time by giving written notice thereof to the Lenders and RenRe and may be removed at any time with or without cause by the BorrowerRequired Lenders. Upon any such resignationresignation or removal of the Administrative Agent, the Required Lenders shall have the right to appoint a successor Administrative Agent, subject to the approval by the Borrower provided that (so long as no Default or Event of Default exists) to the consent of RenRe (which consent shall exist at such timenot be unreasonably withheld). If no successor Administrative Agent shall have been so appointedappointed by the Required Lenders, and shall have accepted such appointment appointment, within 30 days after the retiring Administrative Agent gives Agent's giving of notice of resignationresignation or the Required Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States or of America or any state State thereof or a bank which maintains an office in the United States, and having a combined capital and surplus of at least $500,000,000. (b) 250,000,000. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Credit Documents. If within 45 days after written notice is given of the retiring Administrative Agent’s 's resignation or removal under this Section 8.7 SECTION 8.06 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s 's resignation or removal shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Credit Documents until such time time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s 's resignation hereunderor removal hereunder as Agent shall have become effective, the provisions of this Article ARTICLE VII shall continue in effect for the inure to its benefit of such retiring Administrative Agent and its representatives and agents in respect of as to any actions taken or not omitted to be taken by any of them it while it was serving Agent under this Agreement. If the Collateral Agent resigns or is removed at any time and no successor Collateral Agent has been appointed and agreed to serve as such, the Administrative Agent shall be the Collateral Agent. If any Co-Documentation Agent ceases to be a Lender hereunder, it shall be deemed to have resigned as Co-Documentation Agent and no replacement shall be appointed. If Lloyds TSB Bank ceases to be a Lender hereunder, it shall be deemed to have resigned as managing agent and no replacement shall be appointed.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent, subject to the approval by the Borrower provided that no Default or Event of Default shall exist at such time. If 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 resignation, then the retiring Administrative Agent may, on behalf of the LendersLenders and the Issuing Bank, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or any state thereof or a bank which maintains an office in the United States, having a combined capital and surplus of at least $500,000,000. (b) Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Credit Loan Documents. If within 45 days after written notice is given of the retiring Administrative Agent’s 's resignation under this Section 8.7 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s 's resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Credit Loan Documents until such time as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s 's resignation hereunder, the provisions of this Article IX shall continue in effect for the benefit of such retiring Administrative Agent and its representatives and agents in respect of any actions taken or not taken by any of them while it was serving as the Administrative Agent.