Common use of Successor Administrative Agent Clause in Contracts

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower, with any such resignation to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 9.06. Upon any such resignation, the Majority Lenders shall have the right to appoint a successor Administrative Agent, which shall be a Lender or another commercial bank or trust company reasonably acceptable to the Borrower organized or licensed under the laws of the United States, or of any State thereof. If no successor Administrative Agent shall have been so appointed by the Majority Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be Lender or shall be another commercial bank or trust company organized or licensed under the laws of the United States or of any State thereof reasonably acceptable to the Borrower. In addition to the foregoing right of the Administrative Agent to resign, the Majority Lenders may remove the Administrative Agent at any time, with or without cause, concurrently with the appointment by the Majority Lenders of a successor Administrative Agent. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent's resignation or removal hereunder as Administrative Agent, the provisions of this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under the Loan Documents.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written upon not less than 30 days notice thereof to the Lenders Lenders, each LC Issuer and the Borrower, with . Upon receipt of any such resignation to become effective only upon the appointment notice of a successor Administrative Agent pursuant to this Section 9.06. Upon any such resignation, the Majority Required Lenders shall have the right right, in consultation with the Borrower, to appoint a successor Administrative Agent, which shall be a Lender or another commercial bank or trust company reasonably acceptable to the Borrower organized or licensed under the laws of the United States, or of any State thereofsuccessor. If no such successor Administrative Agent shall have been so appointed by the Majority Lenders, Required Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Administrative Agent's giving of Agent gives notice of its resignation, then the retiring Administrative Agent may, may on behalf of the LendersLenders and each LC Issuer, appoint a successor Administrative Agent; provided, which shall be Lender or shall be another commercial bank or trust company organized or licensed under the laws of the United States or of any State thereof reasonably acceptable to the Borrower. In addition to the foregoing right of however, that if the Administrative Agent shall notify the Borrower and the Lenders that no such successor is willing to resignaccept such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (i) the Majority Lenders may remove retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent at on behalf of the Lenders or any timeLC Issuer under any of the Loan Documents, with or without cause, concurrently with the appointment by the Majority Lenders of retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative AgentAgent is appointed) and (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and LC Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this paragraph. Upon the acceptance of any a successor’s appointment as Administrative Agent hereunder by a successor Administrative Agenthereunder, such successor Administrative Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Agreementparagraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After any the retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agentand under the other Loan Documents, the provisions of this Article IX and Section 11.02 shall inure to continue in effect for the benefit of such retiring Administrative Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was the retiring Administrative Agent under the Loan Documentswas acting as Administrative Agent.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders Banks and the Borrower, with any such resignation to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 9.06. Upon any such resignation, the Majority Lenders Banks shall have the right to appoint a successor Administrative AgentAgent that, which unless a Default shall have occurred and then be a Lender or another commercial bank or trust company reasonably continuing, is acceptable to the Borrower organized or licensed under the laws of the United States, or of any State thereofBorrower. If no successor Administrative Agent shall have been so appointed by the Majority LendersBanks, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's ’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 Lender or shall be another a commercial bank or trust company organized or licensed under the laws of the United States of America or of any State thereof reasonably acceptable to the Borrower. In addition to the foregoing right and having total assets of at least $1,000,000,000; provided that if the Administrative Agent shall notify the Borrower and the Banks that no Person satisfying such requirements has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under each other Credit Document and with respect to resignthe transactions contemplated hereby and (2) all payments, the Majority Lenders may remove communications and determinations provided to be made by, to or through the Administrative Agent at any timeshall instead be made by or to each Bank , with or without cause, concurrently with the appointment by until such time as the Majority Lenders of Banks appoint a successor Administrative AgentAgent as provided for above in this Section. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under the Loan Documentsthis Agreement.

Successor Administrative Agent. The Administrative Agent may resign at any time time, effective upon the appointment and acceptance of a successor Administrative Agent as provided below, by giving at least five (5) days’ written notice thereof to each Lender and the Borrower and may be removed at any time with cause by the Lenders and the Borrower, with acting jointly. Upon any such resignation or removal, the Required Lenders shall appoint a successor Administrative Agent, subject to become effective only upon the approval of the Borrower (which approval shall not be (i) unreasonably withheld, conditioned or delayed or (ii) required at any time during the continuance of an Event of Default or after the declaration or automatic occurrence of the Facility Maturity Date). Each Lender agrees that it shall not unreasonably withhold or delay its approval of the appointment of a successor Administrative Agent pursuant to this Section 9.06. Upon any such resignation, the Majority Lenders shall have the right to appoint a successor Administrative Agent, which shall be a Lender or another commercial bank or trust company reasonably acceptable to the Borrower organized or licensed under the laws of the United States, or of any State thereof. If no such successor Administrative Agent shall have been so appointed by the Majority Lendersappointed, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Administrative Agent's ’s giving of notice of 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 Lender or shall be another either (x) a commercial bank or trust company organized or licensed under the laws of the United States or of any State state thereof reasonably acceptable to the Borrower. In addition to the foregoing right and have a combined capital and surplus of the Administrative Agent to resign, the Majority Lenders may remove the Administrative Agent at any time, with least $50,000,000 or without cause, concurrently with the appointment by the Majority Lenders (y) an Affiliate of such a successor Administrative Agentbank. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under the Loan Documentsthis Agreement.

Successor Administrative Agent. The Administrative Agent may resign hereunder at any time by giving written notice thereof to the Lenders and the Borrower, with any such resignation to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 9.06Obligors. Upon any such resignation, the Majority Required Lenders shall have the right to appoint a the successor Administrative AgentAgent hereunder with the consent of Borrower, which consent shall not be a Lender unreasonably withheld or another commercial bank or trust company reasonably acceptable to the Borrower organized or licensed under the laws delayed; provided that Borrower’s consent shall not be required if an Event of the United States, or of any State thereofDefault shall have occurred and be continuing at such time hereunder. If no successor Administrative Agent shall have been so appointed by the Majority Lenders, Required Lenders and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's ’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, Lenders with the consent of Borrower (such consent not to be unreasonably withheld or delayed) appoint a the successor Administrative Agent, Agent hereunder which shall be a Lender, if any Lender or shall be another willing to serve, and otherwise shall be a commercial bank or trust company organized or licensed under the laws having a combined capital and surplus of the United States or of any State thereof reasonably acceptable to the Borrower. In addition to the foregoing right of the Administrative Agent to resign, the Majority Lenders may remove the Administrative Agent at any time, with or without cause, concurrently with the appointment by the Majority Lenders of a successor Administrative Agentleast $500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations as Administrative Agent only under this Agreementthe Credit Facility Documents. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under the Loan Credit Facility Documents.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders each Class Investor and the Borrower, Transferor and may be removed at any time with cause by agreement of Bank Investors which hold Commitments aggregating in excess of 50% of the Aggregate Facility Limit as of such date. Upon any such resignation to become effective only upon or removal, (i) if no Termination Event shall have occurred, the Transferor, with the consent of the Majority Investors, shall appoint a successor Administrative Agent and (ii) if a Termination Event shall have occurred, the Class Investors which hold Commitments aggregating in excess of 50% of the Aggregate Facility Limit as of such date shall appoint a successor Administrative Agent. The Transferor and each of the Class Investors, as applicable, each agrees that it shall not unreasonably withhold or delay its approval of the appointment of a successor Administrative Agent pursuant to this Section 9.06. Upon any such resignation, the Majority Lenders shall have the right to appoint a successor Administrative Agent, which shall be a Lender or another commercial bank or trust company reasonably acceptable to the Borrower organized or licensed under the laws of the United States, or of any State thereof. If no such successor Administrative Agent shall have been so appointed by the Majority Lendersappointed, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's ’s giving of notice of resignationresignation or the Majority Investors’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the LendersClass Investors, appoint a successor Administrative Agent, Agent which successor Administrative Agent shall be Lender or shall be another either (i) a commercial bank or trust company organized or licensed under the laws of the United States or of any State state thereof reasonably acceptable to the Borrower. In addition to the foregoing right and have a combined capital and surplus of the Administrative Agent to resign, the Majority Lenders may remove the Administrative Agent at any time, with least $50,000,000 or without cause, concurrently with the appointment by the Majority Lenders (ii) an Affiliate of such a successor Administrative Agentbank. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX X shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under the Loan Documentsthis Agreement.

Successor Administrative Agent. 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 Borrower, with any such resignation to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 9.06Required Lenders. Upon any such resignationthe resignation or removal of the Administrative Agent, the Majority Required Lenders shall have the right to appoint a successor Administrative Agent, which Agent (with the consent of Kraft Foods Group so long as no Event of Default shall have occurred and be a Lender or another commercial bank or trust company reasonably acceptable to the Borrower organized or licensed under the laws of the United States, or of any State thereofcontinuing). If no successor Administrative Agent shall have been so appointed by the Majority Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's ’s giving of notice of 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 or shall be another and (b) a commercial bank or trust company organized or licensed under the laws of the United States of America or of any State thereof reasonably acceptable to the Borrower. In addition to the foregoing right and having a combined capital and surplus of the Administrative Agent to resign, the Majority Lenders may remove the Administrative Agent at any time, with or without cause, concurrently with the appointment by the Majority Lenders of a successor Administrative Agentleast $500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement; provided that should the Administrative Agent 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 has been appointed. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under the Loan Documentsthis Agreement.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Lenders Borrower and the Borrower, with any such resignation to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 9.06Lenders. Upon any such notice of resignation, the Majority Required Lenders will, with the prior written consent of the Borrower (which consent shall not be unreasonably withheld), appoint from among the Lenders a successor to the Administrative Agent (provided that the Borrower’s consent shall not be required in the event a Default or Event of Default shall have the right to appoint a successor Administrative Agent, which shall occurred and be a Lender or another commercial bank or trust company reasonably acceptable to the Borrower organized or licensed under the laws of the United States, or of any State thereofcontinuing). If no successor to the Administrative Agent shall have been so appointed by the Majority Lenders, Required Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Administrative Agent's giving of notice of resignationsuch thirty-day period, then the retiring Administrative Agent may, on behalf of the LendersLenders and after consulting with the Lenders and the Borrower, appoint a successor Administrative Agent, which shall be Lender or shall be another commercial bank or trust company organized or licensed under Agent from among the laws of the United States or of any State thereof reasonably acceptable to the Borrower. In addition to the foregoing right of the Administrative Agent to resign, the Majority Lenders may remove the Administrative Agent at any time, with or without cause, concurrently with the appointment by the Majority Lenders of a successor Administrative AgentLenders. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under this Agreementthe other Credit Documents. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent. If no successor to the Administrative Agent has accepted appointment as Administrative Agent by the thirtieth (30th) day following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Administrative Agent hereunder and under the Loan Documentsother Credit Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for hereinabove.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower, Company and may be removed at any time with any such resignation to become effective only upon or without cause by the appointment of a successor Administrative Agent pursuant to this Section 9.06Required Lenders. Upon any such resignationresignation or removal, the Majority Required Lenders shall have the right to appoint a successor Administrative Agent; provided that, which so long as no Default shall have occurred and be continuing, the Company shall have the right to propose a Lender or another commercial bank or trust company reasonably acceptable successor Administrative Agent to the Borrower organized or licensed under Lenders and shall have the laws of right to consent to any such successor Administrative Agent, such consent not to be unreasonably withheld and to be deemed to have been given if the United States, or of any State Company does not object to the proposed successor Administrative Agent within five Business Days after notice thereof. If no successor Administrative Agent shall have been so appointed by the Majority LendersRequired Lenders (and, if so required under the immediately preceding sentence, consented to by the Company), and shall have accepted such appointment, within 30 days after the retiring Administrative 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 Lender or shall be another a commercial bank or trust company organized or licensed under the laws of the United States of America or of any State state thereof reasonably acceptable to the Borrower. In addition to the foregoing right and having a combined capital and surplus of the Administrative Agent to resign, the Majority Lenders may remove the Administrative Agent at any time, with or without cause, concurrently with the appointment by the Majority Lenders of a successor Administrative Agentleast $500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent's resignation or removal hereunder as Administrative Agent, the provisions of this Article IX VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under the Loan Documentsthis Agreement.

Successor Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time by giving written notice thereof to notifying the Lenders Lenders, the Issuing Lender and the Borrower, with any such resignation to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 9.06. Upon any such resignation, the Majority Required Lenders shall have the right right, to appoint a successor Administrative Agentsuccessor, which successor agent shall (unless an Event of Default under Section 7.01(b) shall have occurred and be a Lender or another commercial bank or trust company reasonably acceptable continuing) be subject to approval by the Borrower organized (which approval shall not be unreasonably withheld or licensed under the laws of the United States, or of any State thereofdelayed). If no successor Administrative Agent shall have been so appointed by the Majority Lenders, Required Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Administrative Agent's giving of Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the LendersLenders and the Issuing Lender, appoint a successor Administrative Agent, Agent which shall be Lender a bank with an office in New York, New York, or shall be another commercial bank or trust company organized or licensed under the laws of the United States or an Affiliate of any State thereof reasonably acceptable to the Borrower. In addition to the foregoing right of the Administrative Agent to resign, the Majority Lenders may remove the Administrative Agent at any time, with or without cause, concurrently with the appointment by the Majority Lenders of a successor Administrative Agentsuch bank. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Administrative Agentsuccessor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreementhereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After any retiring the Administrative Agent's ’s resignation or removal hereunder as Administrative Agenthereunder, the provisions of this Article IX and Section 10.05 shall inure to continue in effect for the benefit of such retiring Administrative Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was Administrative Agent under the Loan Documentsacting as Agent.

Successor Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time by giving written notice thereof to notifying the Lenders Lenders, the Issuing Banks and the Borrower, with any such resignation to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 9.06. Upon any such resignation, the Majority Required Lenders shall have the right right, in consultation with the Borrower, to appoint a successor Administrative Agent, which shall be a Lender or another commercial bank or trust company reasonably acceptable to the Borrower organized or licensed under the laws of the United States, or of any State thereofsuccessor. If no successor Administrative Agent shall have been so appointed by the Majority Lenders, Required Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Administrative Agent's giving of Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the LendersLenders and the Issuing Banks, appoint a successor Administrative Agent, Agent which shall be Lender a bank with an office in New York, New York, or shall be another commercial bank or trust company organized or licensed under the laws of the United States or an Affiliate of any State thereof reasonably acceptable to the Borrower. In addition to the foregoing right of the Administrative Agent to resign, the Majority Lenders may remove the Administrative Agent at any time, with or without cause, concurrently with the appointment by the Majority Lenders of a successor Administrative Agentsuch bank. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Administrative Agentsuccessor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreementhereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After any retiring the Administrative Agent's ’s resignation or removal hereunder as Administrative Agenthereunder, the provisions of this Article IX and Section 9.03, as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan Document, shall inure to continue in effect for the benefit of such retiring Administrative Agent, its benefit as to sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was acting as Administrative Agent under the Loan DocumentsAgent.

Successor Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent, the Administrative Agent and the Issuing Bank (except, in the case of the Issuing Bank, in respect of Letters of Credit issued by it) may resign at any time by giving written notice thereof to notifying the Lenders and the Borrower, with any such resignation to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 9.06. Upon any such resignation, the Majority Required Lenders shall have the right to appoint a successor Administrative Agent, subject to approval by the Borrower (which shall not be a Lender or another commercial bank or trust company reasonably acceptable to the Borrower organized or licensed under the laws of the United States, or of any State thereofunreasonably withheld). If no successor Administrative Agent shall have been so appointed by the Majority Required Lenders, and shall have accepted such appointment, appointment within 30 days after the retiring Administrative Agent's giving of Agent or Issuing Bank, as the case may be, gives notice of its resignation, then the retiring Administrative Agent mayor Issuing Bank, as the case may be, on behalf of the Lenders, shall appoint a successor Administrative AgentAgent or Issuing Bank, as applicable, which shall be Lender or shall be another a commercial bank or trust company organized or licensed under the laws of the United States of America or of any State thereof reasonably acceptable to the Borrower. In addition to the foregoing right and having a combined capital and surplus of the Administrative Agent to resign, the Majority Lenders may remove the Administrative Agent at least $500,000,000 or an Affiliate of any time, with or without cause, concurrently with the appointment by the Majority Lenders of a successor Administrative Agentsuch bank. Upon the acceptance of any appointment as an Administrative Agent or Issuing Bank, as the case may be, hereunder by a successor Administrative Agentbank, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, Agent or Issuing Bank and the retiring Administrative Agent or Issuing Bank shall be discharged from its duties and obligations under this Agreementhereunder. After any retiring the resignation of an Administrative Agent's resignation Agent or removal hereunder the Issuing Bank, as Administrative Agentthe case may be, hereunder, the provisions of this Article IX and Section 9.05 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as an Administrative Agent under the Loan Documentsor Issuing Bank.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving written notice thereof to the Lenders Banks and the Borrower, Borrower and may be removed at any time with cause by the Required Lenders upon receipt of written notice from the Required Lenders to such effect. Upon receipt of notice of any such resignation to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 9.06. Upon any such resignationor removal, the Majority Required Lenders shall have the right to appoint a successor Administrative Agent, Agent which successor Administrative Agent shall be a Lender or another commercial bank or trust company reasonably acceptable to the Borrower, unless an Event of Default then exists, in which event the Borrower organized or licensed under the laws of the United States, or of any State thereofshall have no such approval right. If no successor Administrative Agent shall have been so appointed by the Majority Lendersappointed, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's ’s giving of notice of resignationresignation or the Required Lenders’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the LendersBanks and the Borrower, appoint a successor Administrative AgentAgent acceptable to the Borrower, which shall be Lender or shall be another a commercial bank or trust company organized or licensed under meeting the laws financial requirements of the United States or of any State thereof reasonably acceptable to the Borrower. In addition to the foregoing right of the Administrative Agent to resign, the Majority Lenders may remove the Administrative Agent at any time, with or without cause, concurrently with the appointment by the Majority Lenders of a successor Administrative Agentan Eligible Assignee. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this AgreementAgreement and the other Credit Documents. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX X shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Administrative Agent under this Agreement and the Loan other Credit Documents.

Successor Administrative Agent. The Administrative Agent may may, and at the request of the Required Banks shall, resign at any time by giving written as Administrative Agent upon 30 days' notice thereof to the Lenders and Banks. If the BorrowerAdministrative Agent resigns under this Agreement, the Required Banks shall, with any such resignation to become effective only upon (so long as no Event of Default exists) the appointment consent of the Company (which shall not be unreasonably withheld or delayed), appoint from among the Banks a successor Administrative Agent pursuant to this Section 9.06. Upon any such resignation, agent for the Majority Lenders shall have the right to appoint a successor Administrative Agent, which shall be a Lender or another commercial bank or trust company reasonably acceptable to the Borrower organized or licensed under the laws of the United States, or of any State thereofBanks. If no successor Administrative Agent shall have been so agent is appointed by prior to the Majority Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of notice of resignation, then the retiring Administrative Agent may, on behalf effective date of the Lenders, appoint a successor resignation of the Administrative Agent, which shall be Lender or shall be another commercial bank or trust company organized or licensed under the laws of the United States or of any State thereof reasonably acceptable to the Borrower. In addition to the foregoing right of the Administrative Agent to resignmay appoint, the Majority Lenders may remove the Administrative Agent at any time, with or without cause, concurrently after consulting with the appointment by Banks and the Majority Lenders of Company, a successor Administrative Agentagent from among the Banks. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Administrative Agentagent hereunder, such successor Administrative Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Administrative Agent and the term "Administrative Agent" shall mean such successor agent, and the retiring Administrative Agent's appointment, powers and duties as Administrative Agent shall be discharged from its duties and obligations under this Agreementterminated. After any retiring Administrative Agent's resignation or removal hereunder as Administrative Agent, the provisions of this Article IX Section 13 and Sections 14.6 and 14.13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor agent has accepted appointment as Administrative Agent by the Loan Documentsdate which is 30 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Banks shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Banks appoint a successor agent as provided for above. Notwithstanding the foregoing, however, Bank of America may not be removed as the Administrative Agent at the request of the Required Banks unless Bank of America shall also simultaneously be replaced as an "Issuing Bank" and the "Swing Line Bank" hereunder pursuant to documentation in form and substance reasonably satisfactory to Bank of America.

Successor Administrative Agent. 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 to of its resignation as Administrative Agent under the Lenders and the BorrowerLoan Documents, with any such resignation to become be effective only upon the appointment earlier of (i) the written acceptance of the duties of the Administrative Agent under the Loan Documents by a successor Administrative Agent pursuant to this Section 9.06and (ii) on the 30th day after the date of such notice. Upon any such resignation, the Majority Required Lenders shall have the right to appoint from among the Lenders a successor Administrative Agent, which shall be a Lender or another commercial bank or trust company reasonably acceptable to the Borrower organized or licensed under the laws of the United States, or of any State thereof. If no successor Administrative Agent shall have been so appointed by the Majority Lenders, Required Lenders and shall have accepted such appointment, appointment in writing within 30 days after the retiring Administrative Agent's giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which successor Administrative Agent shall be Lender or shall be another a commercial bank or trust company organized or licensed under the laws of the United States or of any State thereof reasonably acceptable to the Borrower. In addition to the foregoing right and having a combined capital, surplus, and undivided profits of the Administrative Agent to resign, the Majority Lenders may remove the Administrative Agent at any time, with or without cause, concurrently with the appointment by the Majority Lenders of a successor Administrative Agentleast $100,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent's rights, powers, privileges and duties as Administrative Agent under the Loan Documents shall be discharged from its duties terminated. The Borrower and obligations under this Agreementthe Lenders shall execute such documents as shall be necessary to effect such appointment. After any retiring Administrative Agent's resignation or removal hereunder as Administrative Agent, the provisions of this Article IX the Loan Documents shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under 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. The Administrative Agent may resign at any time time, effective upon the appointment and acceptance of a successor Administrative Agent as provided below, by giving at least five (5) days’ written notice thereof to each Lender, the Collateral Agent and the Borrower and may be removed at any time with cause by the Lenders and the Borrower, with acting jointly. Upon any such resignation or removal, the Required Lenders shall appoint a successor Administrative Agent, subject to become effective only upon the approval of the Borrower (which approval shall not be (i) unreasonably withheld, conditioned or delayed or (ii) required at any time during the continuance of an Event of Default or after the declaration or automatic occurrence of the Facility Maturity Date). Each Lender agrees that it shall not unreasonably withhold or delay its approval of the appointment of a successor Administrative Agent pursuant to this Section 9.06. Upon any such resignation, the Majority Lenders shall have the right to appoint a successor Administrative Agent, which shall be a Lender or another commercial bank or trust company reasonably acceptable to the Borrower organized or licensed under the laws of the United States, or of any State thereof. If no such successor Administrative Agent shall have been so appointed by the Majority Lendersappointed, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Administrative Agent's ’s giving of notice of 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 Lender or shall be another either (x) a commercial bank or trust company organized or licensed under the laws of the United States or of any State state thereof reasonably acceptable to the Borrowerand have a combined capital and surplus of at least $50,000,000 or (y) an Affiliate of such a bank. In addition to the foregoing right of the Any successor Administrative Agent to resign, shall be a “U.S. person” and a “financial institution” within the Majority Lenders may remove the Administrative Agent at any time, with or without cause, concurrently with the appointment by the Majority Lenders meaning of a successor Administrative AgentTreasury Regulations Section 1.1441-1. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under the Loan Documentsthis Agreement.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time as Administrative Agent under the Credit Documents by giving written notice thereof to the Lenders and the Borrower, with any such resignation to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 9.06. Upon any such resignation, the Majority Required Lenders shall have the right to appoint a successor Administrative AgentAgent which appointment shall, provided no Event of Default exists, be subject to the Borrower’s approval, which approval shall not be a Lender unreasonably withheld or another commercial bank or trust company reasonably acceptable to delayed (except that the Borrower organized or licensed under the laws shall, in all events, be deemed to have approved each Lender and any of the United States, or of any State thereofits Affiliates as a successor Administrative Agent). If no successor Administrative Agent shall have been so appointed by in accordance with the Majority Lendersimmediately preceding sentence, and shall have accepted such appointment, within 30 days after the retiring current Administrative Agent's ’s giving of notice of resignation, then the retiring current Administrative Agent may, on behalf of the Lenders and the Issuing Lenders, appoint a successor Administrative Agent, which shall be a Lender, if any Lender or shall be another commercial bank or trust company organized or licensed under the laws of the United States or of any State thereof reasonably acceptable willing to the Borrower. In addition to the foregoing right of serve, and otherwise shall be an Eligible Assignee; provided that if the Administrative Agent to resign, shall notify the Majority Lenders may remove the Administrative Agent at any time, with or without cause, concurrently with the appointment by the Majority Lenders of a successor Administrative Agent. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, Borrower and the retiring Lenders that no Lender or Eligible Assignee has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made to each Lender and the applicable Issuing Lenders directly, until such time as a successor Administrative Agent has been appointed as provided for above in this Agreement. After any retiring Section; provided, further that such Lenders and the Issuing Lenders so acting directly shall be and be deemed to be protected by all indemnities and other provisions herein for the benefit and protection of the Administrative Agent as if each such Lender or Issuing Lender were itself the Administrative Agent's resignation or removal hereunder as Administrative Agent, the provisions of this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under the Loan Documents.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Lenders and the Borrower, with any such resignation to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 9.06Company. Upon any such notice of resignation, the Majority Requisite Lenders shall have the right right, upon five (5) Business Days’ notice to Company, to appoint a successor Administrative Agent, which shall be a Lender or another commercial bank or trust company reasonably acceptable to the Borrower organized or licensed under the laws of the United States, or of any State thereof. If no successor Administrative Agent shall have been so appointed by the Majority Lenders, Requisite Lenders and shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring resigning Administrative Agent's giving of Agent gives notice of its resignation, then the retiring resigning Administrative Agent may, on behalf of the Agents and Lenders, appoint a successor Administrative Agent, which shall be Lender or shall be another commercial bank or trust company organized or licensed under the laws of the United States or of any State thereof reasonably acceptable to the Borrower. In addition to the foregoing right of the Administrative Agent to resign, the Majority Lenders may remove the Administrative Agent at any time, with or without cause, concurrently with the appointment by the Majority Lenders of a successor Administrative Agent. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative AgentAgent and the retiring Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) execute and deliver to such successor Administrative Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent of the security interests created under the Collateral Documents, whereupon such retiring Administrative Agent shall be discharged from its duties and obligations under this Agreementhereunder. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under the Loan Documentshereunder.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written give notice thereof of its resignation to the Lenders and the Borrower, with . Upon receipt of any such resignation to become effective only upon the appointment notice of a successor Administrative Agent pursuant to this Section 9.06. Upon any such resignation, the Majority Required Lenders shall have the right right, subject to the approval of the Company, not to be unreasonably withheld, for so long as no Event of Default has occurred and is continuing, to appoint a successor Administrative Agentsuccessor, which shall be a Lender or another commercial bank or trust company reasonably acceptable to the Borrower organized or licensed under the laws of the United Stateswith an office in New York, New York, or an Affiliate of any State thereofsuch bank with an office in New York, New York. If no such successor Administrative Agent shall have been so appointed by the Majority Lenders, Required Lenders and shall have accepted such appointment, appointment within 30 fifteen days after the retiring Administrative Agent's giving of Agent gives notice of its resignation, then the retiring Administrative Agent may, may on behalf of the Lenders, appoint a successor Administrative Agent, Agent (which shall be Lender a bank with an office in New York, New York or an Affiliate of any such bank with an office in New York, New York), provided that if the retiring Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be another commercial bank or trust company organized or licensed discharged from its duties and obligations hereunder and under the laws of other Loan Documents (except that in the United States or case of any State thereof reasonably acceptable to the Borrower. In addition to the foregoing right of collateral security held by the Administrative Agent to resignon behalf of the Secured Parties under any of the Loan Documents, the Majority retiring Administrative Agent may continue to hold such collateral security until such time as a successor Administrative Agent is appointed and such collateral security is assigned to such successor Administrative Agent) and (2) all payments, communications and determinations provided to be made by, to or through such Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders may remove appoint a successor Administrative Agent as provided for above in this paragraph (provided that the Administrative Agent at may, in its sole discretion, agree to continue to perform any time, with or without cause, concurrently with the appointment by the Majority Lenders all of such functions until such time as a successor Administrative Agentis appointed as provided in this paragraph). Upon the acceptance of any a successor’s appointment as Administrative Agent hereunder by a successor Administrative Agenthereunder, such successor Administrative Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Agreementparagraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After any the retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agentand under the other Loan Documents, the provisions of this Article IX Section 9 and Section 10.5 shall inure to continue in effect for the benefit of such retiring Administrative Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was the retiring Administrative Agent under the Loan Documentswas acting as Administrative Agent.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Lenders Borrower and the Borrower, with any such resignation to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 9.06Lenders. Upon any such notice of resignation, the Majority Required Lenders shall, with the prior written consent of the Borrower (which consent shall not be unreasonably withheld), have the right to appoint a successor Administrative Agent, which shall be a Lender or another commercial bank or trust company reasonably acceptable to the Borrower organized Administrative Agent (provided that the Borrower’s consent shall not be required in the event a Default or licensed under the laws Event of the United States, or of any State thereofDefault shall have occurred and be continuing). If no successor to the Administrative Agent shall have been so appointed by the Majority Lenders, Required Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Administrative Agent's giving of notice of resignationsuch thirty-day period, then the retiring Administrative Agent may, on behalf of the LendersLenders and after consulting with the Lenders and the Borrower, appoint a successor Administrative Agent, which shall be Lender a financial institution having a rating of not less than “A” or shall be another commercial bank its equivalent by Standard & Poor’s Ratings Services or trust company organized or licensed under the laws any of the United States or of any State thereof reasonably acceptable to the Borrower. In addition to the foregoing right of the Administrative Agent to resign, the Majority Lenders may remove the Administrative Agent at any time, with or without cause, concurrently with the appointment by the Majority Lenders of a successor Administrative AgentLenders. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under this Agreementthe other Credit Documents. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX X shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent. If no successor to the Administrative Agent has accepted appointment as Administrative Agent by the thirtieth (30th) day following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Administrative Agent hereunder and under the Loan Documentsother Credit Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for hereinabove.

Successor Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent may as provided below, the Administrative Agent may, with the prior written consent of the Borrower (which consent shall not be required for so long as an Event of Default has occurred and is continuing), resign at any time by giving 30 days written notice thereof to the Lenders Borrower and the Borrower, with any such resignation to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 9.06Lenders. Upon any such resignation, the Majority Lenders Lenders, with the prior written consent of the Borrower (which consent shall not be required (x) if the successor Administrative Agent is an Affiliate or Subsidiary of the Administrative Agent on the date hereof or (y) for so long as an Event of Default has occurred and is continuing), shall have the right to appoint a successor Administrative Agent, which Agent who shall be a Lender or another commercial bank or trust company reasonably acceptable to the Borrower organized or licensed under the laws one of the United States, or Lenders unless none of any State thereofthe Lenders wishes to accept such appointment. If no successor Administrative Agent shall have been so appointed by the Majority Lenders, and shall have accepted such appointment, within 30 days after appointment by the retiring Administrative Agent's giving time of notice of such resignation, then the retiring Administrative Agent may, on behalf of the LendersLenders and with the prior written consent of the Borrower (which consent shall not be required for so long as an Event of Default has occurred and is continuing), appoint a successor Administrative Agent, Agent which shall be Lender or shall be another commercial a bank or trust company organized or licensed under the laws of the United States or Canada which has combined capital and reserves in excess of any State thereof reasonably acceptable to the Borrower. In addition to the foregoing right of the Administrative Agent to resign, the Majority Lenders may remove the Administrative Agent at any time, with or without cause, concurrently with the appointment by the Majority Lenders of a successor Administrative AgentCdn.$250,000,000 and has an office in Toronto. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, duties and duties obligations of the retiring Administrative Agent, Agent (in its capacity as Administrative Agent but not in its capacity as a Lender) and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreementhereunder (in its capacity as Administrative Agent but not in its capacity as a Lender). After any retiring Administrative Agent's ’s resignation or removal hereunder as the Administrative Agent, the provisions of this Article IX 14 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent under the Loan DocumentsAgent.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the BorrowerBorrowers, with any but such resignation to shall not become effective only upon the appointment of until acceptance by a successor Administrative Agent agent of its appointment pursuant to this Section 9.06hereto. Upon any such resignation, the Majority Lenders retiring Administrative Agent shall have the right to promptly appoint a successor Administrative Agent, agent from among the U.S. Dollar Lenders which successor shall be a Lender or another commercial bank or trust company experienced and sophisticated in entertainment industry lending, provided that such replacement is reasonably acceptable (as evidenced in writing) to the Borrower organized Required Lenders and the Borrowers; provided, however, that such approval by the Borrowers shall not be required at any time when a Default or licensed under the laws Event of the United States, or of any State thereofDefault is continuing. If no successor Administrative Agent agent shall have been so appointed by the Majority Lenders, retiring Administrative Agent and shall have accepted such appointment, within 30 days after the retiring Administrative Agentagent's giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, Borrowers may appoint a successor Administrative Agentagent (which successor may be replaced by the Required Lenders; provided that such successor is experienced and sophisticated in entertainment industry lending and reasonably acceptable to the Borrowers), which shall be either a Lender or shall be another a commercial bank or trust company organized or licensed organized, licensed, carrying on business under the laws of the United States of America or of any State thereof reasonably acceptable to the Borrower. In addition to the foregoing right and shall have a combined capital and surplus of the Administrative Agent to resign, the Majority Lenders may remove the Administrative Agent at any time, with or without cause, concurrently with the appointment by the Majority Lenders of a successor Administrative Agentleast US$500,000,000 and shall be experienced and sophisticated in entertainment industry lending. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agentagent, 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 Credit Agreement, the other Fundamental Documents and any other credit documentation. After any retiring Administrative Agent's resignation or removal hereunder as Administrative Agent, the provisions of this Article IX 12 and Article 13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under the Loan Documentsthis Credit Agreement.

Successor Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent as provided below, the Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower, with Borrower and may be removed at any such resignation to become effective only upon time for cause by the appointment of a successor Administrative Agent pursuant to this Section 9.06Required Lenders. Upon any such resignationresignation or removal, the Majority Required Lenders shall have the right to appoint a successor Administrative AgentAgent which appointment shall, which shall prior to a Default, be a Lender or another commercial bank or trust company reasonably acceptable subject to the Borrower organized or licensed under the laws consent of the United StatesBorrower, or of any State thereofacting reasonably. If (a) no successor Administrative Agent shall have been so appointed by the Majority LendersRequired Lenders or (b) if appointed, and no successor Administrative Agent shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Administrative Agent's giving of Agent gave notice of resignationresignation or the Required Lenders removed the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, Agent which shall be any Lender or shall be another a commercial bank or trust company organized or licensed under the laws of the United States or any political subdivision thereof which has combined capital and reserves in excess of any State thereof $250,000,000.00 and which shall be reasonably acceptable to the Borrower. In addition to the foregoing right of the Administrative Agent to resign, the Majority Lenders may remove the Administrative Agent at any time, with or without cause, concurrently with the appointment by the Majority Lenders of a successor Administrative Agent. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, Agent such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, duties and duties obligations of the retiring Administrative Agent, Agent and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under this Agreementthe other Loan Documents. After any retiring Administrative Agent's resignation or removal hereunder as Administrative Agent, Agent the provisions of this Article IX 9 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent. In the event that the Administrative Agent under the Loan Documentsor any of its respective affiliates ceases to be a Lender hereunder, such Person shall resign its agency hereunder.

Successor Administrative Agent. The Administrative Agent may resign at any time as Administrative Agent under the Loan Documents by giving thirty (30) days’ prior written notice thereof to the Lenders and the Borrower, with any such resignation to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 9.06Borrower Agent. Upon any such resignation, the Majority Required Lenders shall, with (so long as no Event of Default exists) the consent of the Borrower Agent (which shall not be unreasonably withheld or delayed), have the right to appoint a successor Administrative Agent hereunder that is organized under the laws of the United States of America or a political subdivision thereof. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to), on behalf of the Lenders, with (so long as no Event of Default exists) the consent of the Borrower Agent (which shall not be unreasonably withheld or delayed), appoint a successor Administrative Agent, which shall be a Lender or another commercial bank or trust company reasonably acceptable to the Borrower organized or licensed under the laws of the United States, or of any State thereof. If no successor Administrative Agent shall have been so appointed by the Majority Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be Lender or shall be another commercial bank or trust company organized or licensed under the laws of the United States or of any State state thereof reasonably acceptable to the Borrowerand having a combined capital and surplus of at least $250,000,000. In addition to the foregoing right of the Administrative Agent to resign, the Majority Lenders may remove the Administrative Agent at any time, with Whether or without cause, concurrently with the appointment by the Majority Lenders of not a successor Administrative Agenthas been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. Upon the acceptance of any appointment as Administrative Agent hereunder under the Loan Documents by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreementthe Loan Documents. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative AgentAgent under the Loan Documents, the provisions of this Article IX VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under the Loan Documents.

Successor Administrative Agent. The Administrative Agent may resign -------------------------------- at any time by giving written notice thereof to the Lenders and the Borrower, with any such resignation to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 9.06. Upon any such resignation, the Majority Required Lenders shall have the right to appoint appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent, which shall be a Lender or another commercial bank or trust company reasonably acceptable to the Borrower organized or licensed under the laws of the United States, or of any State thereof. If no successor Administrative Agent shall have been so appointed by the Majority Lenders, Required Lenders and shall have accepted such appointment, appointment within 30 thirty days after the retiring Administrative Agent's giving of notice of resignation, then the retiring Administrative Agent maymay appoint, on behalf of the Borrower and the Lenders, appoint a successor Administrative Agent. Notwithstanding anything herein to the contrary, so long as no Default has occurred and is continuing, each such successor Administrative Agent shall be subject to approval by the Borrower, which approval shall not be unreasonably withheld. Such successor Administrative Agent shall be Lender or shall be another a commercial bank or trust company organized or licensed under the laws having capital and retained earnings of the United States or of any State thereof reasonably acceptable to the Borrower. In addition to the foregoing right of the Administrative Agent to resign, the Majority Lenders may remove the Administrative Agent at any time, with or without cause, concurrently with the appointment by the Majority Lenders of a successor Administrative Agentleast $500,000,000. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under this Agreementthe other Loan Documents. After any retiring Administrative Agent's resignation or removal hereunder as Administrative Agent, the provisions of this Article IX XI shall inure to continue in effect for its benefit as to in ---------- respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent hereunder and under the other Loan Documents.. 11.12

Successor Administrative Agent. The Administrative Agent may resign at any time as Administrative Agent under the Loan Documents by giving written notice thereof to the Lenders and the Borrower, with any such resignation to become effective only upon . If the appointment of a successor Person serving as Administrative Agent is a Defaulting Lender pursuant to this Section 9.06clause (d) of the definition thereof, the Requisite Lenders may, to the extent permitted by Applicable Law, by notice in writing to the Borrower and such Person, remove such Person as Administrative Agent. Upon any such resignationresignation or removal, the Majority Requisite Lenders shall have the right to appoint a successor Administrative AgentAgent which appointment shall, provided no Default or Event of Default exists, be subject to the Borrower’s approval, which approval shall not be a Lender unreasonably withheld, delayed or another commercial bank or trust company reasonably acceptable to conditioned (except that the Borrower organized or licensed under the laws shall, in all events, be deemed to have approved each Lender and any of the United States, or of any State thereofits Affiliates as a successor Administrative Agent). If no successor Administrative Agent shall have been so appointed by in accordance with the Majority Lendersimmediately preceding sentence, and shall have accepted such appointment, within 30 days after the retiring current Administrative Agent's ’s giving of notice of resignationresignation or removal, then the retiring current Administrative Agent may, on behalf of the LendersLenders and the Issuing Banks, appoint a successor Administrative Agent, which shall be a Lender, if any Lender or shall be another commercial bank willing to serve, and otherwise shall be an Eligible Assignee; provided that if the Administrative Agent shall notify the Borrower and the Lenders that no Lender has accepted such appointment, then such resignation or trust company organized or licensed removal shall nonetheless become effective in accordance with such notice and (1) the Administrative Agent shall be discharged from its duties and obligations hereunder and under the laws of other Loan Documents and (2) all payments, communications and determinations provided to be made by, to or through the United States or of any State thereof reasonably acceptable Administrative Agent shall instead be made to each Lender and each Issuing Bank directly, until such time as a successor Administrative Agent has been appointed as provided for above in this Section; provided, further that such Lenders and such Issuing Banks so acting directly shall be and be deemed to be protected by all indemnities and other provisions herein for the Borrower. In addition to the foregoing right benefit and protection of the Administrative Agent to resign, as if each such Lender or Issuing Bank were itself the Majority Lenders may remove the Administrative Agent at any time, with or without cause, concurrently with the appointment by the Majority Lenders of a successor Administrative Agent. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring current Administrative Agent, and the retiring current Administrative Agent shall be discharged from its duties and obligations under this Agreementthe Loan Documents. Any resignation by or removal of an Administrative Agent shall also constitute the resignation or removal as an Issuing Bank and as the Swingline Lender by the Lender then acting as Administrative Agent (the “Resigning Lender”). Upon the acceptance of a successor’s appointment as Administrative Agent hereunder (i) the Resigning Lender shall be discharged from all duties and obligations of an Issuing Bank and the Swingline Lender hereunder and under the other Loan Documents and (ii) any successor Issuing Bank shall issue letters of credit in substitution for all Letters of Credit issued by the Resigning Lender as Issuing Banks outstanding at the time of such succession (which letters of credit issued in substitutions shall be deemed to be Letters of Credit issued hereunder) or make other arrangements satisfactory to the Resigning Lender to effectively assume the obligations of the Resigning Lender with respect to such Letters of Credit. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX XII. shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under the Loan Documents. Notwithstanding anything contained herein to the contrary, the Administrative Agent may assign its rights and duties under the Loan Documents to any of its Affiliates by giving the Borrower and each Lender prior written notice.

Successor Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent may as provided below, the Administrative Agent may, with the prior written consent of the Borrower (which consent shall not be required for so long as a Default has occurred and is continuing), resign at any time by giving 30 days written notice thereof to the Lenders Borrower and the Borrower, with any such resignation to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 9.06Lenders. Upon any such resignation, the Majority Lenders Lenders, with the prior written consent of the Borrower (which consent shall not be required (x) if the successor Administrative Agent is an Affiliate or Subsidiary of the Administrative Agent on the date hereof or (y) for so long as a Default has occurred and is continuing), shall have the right to appoint a successor Administrative Agent, which Agent who shall be a Lender or another commercial bank or trust company reasonably acceptable to the Borrower organized or licensed under the laws one of the United States, or Lenders unless none of any State thereofthe Lenders wishes to accept such appointment. If no successor Administrative Agent shall have been so appointed by the Majority Lenders, and shall have accepted such appointment, within 30 days after appointment by the retiring Administrative Agent's giving time of notice of such resignation, then the retiring Administrative Agent may, on behalf of the LendersLenders and with the prior written consent of the Borrower (which consent shall not be required for so long as a Default has occurred and is continuing), appoint a successor Administrative Agent, Agent which shall be Lender or shall be another commercial a bank or trust company organized or licensed under the laws of the United States or Canada which has combined capital and reserves in excess of any State thereof reasonably acceptable to the Borrower. In addition to the foregoing right of the Administrative Agent to resign, the Majority Lenders may remove the Administrative Agent at any time, with or without cause, concurrently with the appointment by the Majority Lenders of a successor Administrative AgentCdn.$250,000,000 and has an office in Toronto. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, duties and duties obligations of the retiring Administrative Agent, Agent (in its capacity as Administrative Agent but not in its capacity as a Lender) and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreementhereunder (in its capacity as Administrative Agent but not in its capacity as a Lender). After any retiring Administrative Agent's ’s resignation or removal hereunder as the Administrative Agent, the provisions of this Article IX 14 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent under the Loan DocumentsAgent.

Successor Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent may as provided below, the Administrative Agent may, with the prior written consent of the Borrower (which consent shall not be required for so long as a Default has occurred and is continuing), resign at any time by giving 30 days written notice thereof to the Lenders Borrower and the Borrower, with any such resignation to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 9.06Credit Parties. Upon any such resignation, the Majority Lenders Lenders, with the prior written consent of the Borrower (which consent shall not be required (x) if the successor Administrative Agent is an Affiliate or Subsidiary of the Administrative Agent or of a Lender on the date hereof or (y) for so long as a Default has occurred and is continuing), shall have the right to appoint a successor Administrative Agent, which Agent who shall be a Lender or another commercial bank or trust company reasonably acceptable to the Borrower organized or licensed under the laws one of the United States, or Lenders unless none of any State thereofthe Lenders wishes to accept such appointment. If no successor Administrative Agent shall have been so appointed by the Majority Lenders, and shall have accepted such appointment, within 30 days after appointment by the retiring Administrative Agent's giving time of notice of such resignation, then the retiring Administrative Agent may, on behalf of the LendersCredit Parties and with the prior written consent of the Borrower (which consent shall not be required for so long as a Default has occurred and is continuing), appoint a successor Administrative Agent, Agent which shall be Lender or shall be another commercial a bank or trust company organized or licensed under the laws of the United States or Canada which has combined capital and reserves in excess of any State thereof reasonably acceptable to the Borrower. In addition to the foregoing right of the Administrative Agent to resign, the Majority Lenders may remove the Administrative Agent at any time, with or without cause, concurrently with the appointment by the Majority Lenders of a successor Administrative Agent$250,000,000 and has an office in Toronto. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, duties and duties obligations of the retiring Administrative Agent, Agent (in its capacity as Administrative Agent but not in its capacity as a Credit Party) and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreementhereunder (in its capacity as Administrative Agent but not in its capacity as a Credit Party). After any retiring Administrative Agent's ’s resignation or removal hereunder as the Administrative Agent, the provisions of this Article IX 14 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent under the Loan DocumentsAgent.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving thirty (30) days prior written notice thereof to the Lenders and the BorrowerBorrowers, with any such resignation subject to become effective only upon the appointment of a successor Administrative Agent pursuant to (and such appointees acceptance of appointment) as below provided in this Section 9.0610.10. Additionally, the Administrative Agent may be removed for cause by all of the Lenders (other than the Administrative Agent, if the Administrative Agent is then a Lender), if removal or resignation, as applicable, is requested in writing (which wording must specifically identify the “cause” for removal), and ten (10) days’ prior written notice of removal or resignation is provided to the Administrative Agent and Borrowers. Upon any such resignationresignation or removal, the Majority Lenders shall have the right to appoint a successor Administrative Agent, which shall be a Lender or another commercial bank or trust company reasonably acceptable to the Borrower organized or licensed under the laws of the United States, or of any State thereof. If no successor Administrative Agent shall have been so appointed by the Majority Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of notice of resignation, then the retiring Administrative Agent mayshall, on behalf of the Lenders, appoint immediately appoint, as its successor, another Lender; provided that such Lender is a successor Administrative Agent, which shall be Lender or shall be another commercial bank or trust company organized or licensed under the laws of the United States of America or of any State thereof reasonably acceptable to the Borrowerand has a combined capital and surplus of at least Five Hundred Million and No/100 Dollars ($500,000,000.00) (a “Qualifying Person”). In addition to such event, the foregoing right of Administrative Agent’s resignation or removal shall not be effective until the successor Administrative Agent shall have accepted its appointment, provided that if the Administrative Agent to resignshall notify the Borrowers that no Qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice, and the Majority Lenders may remove the Administrative Agent at any time, with or without cause, concurrently with the appointment by the Majority Lenders of a successor retiring Administrative Agent, as the case may be, shall be discharged from its duties and obligations under this Agreement. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative AgentAgent of its appointment as the Administrative Agent hereunder, such successor Administrative Agent shall thereupon succeed to and become vested with all of the properties, rights, powers, privileges and duties of the retiring former Administrative Agent, and without further act, deed or conveyance. Upon the effective date of resignation or removal of the retiring Administrative Agent and payment of all amounts then due and payable by the Administrative Agent to the Lenders pursuant to this Agreement, such Administrative Agent shall be discharged from its duties and obligations under this AgreementAgreement and the other Loan Documents. After If for any retiring reason, at any time, there is no Administrative Agent hereunder, then during such period, the Required Lenders shall have the right to exercise the Administrative Agent's resignation ’s rights and perform its duties hereunder, except that (a) all notices or removal hereunder as Administrative Agent, the provisions of this Article IX shall inure to its benefit as to any actions taken other communications required or omitted permitted to be taken by it while it was given to the Administrative Agent under shall be given to each Lender, and (b) all payments to be made to the Loan DocumentsAdministrative Agent shall be made directly to the Borrowers or the Lender for whose account such payment is made.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time as Administrative Agent under the Credit Documents by giving written notice thereof to the Lenders and the Borrower, with any such resignation to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 9.06. Upon any such resignation, the Majority Required Lenders shall have the right to appoint a successor Administrative AgentAgent which appointment shall, provided no Event of Default exists, be subject to the Borrower’s approval, which approval shall not be a Lender unreasonably withheld or another commercial bank or trust company reasonably acceptable to delayed (except that the Borrower organized or licensed under the laws shall, in all events, be deemed to have approved each Lender and any of the United States, or of any State thereofits Affiliates as a successor Administrative Agent). If no successor Administrative Agent shall have been so appointed by in accordance with the Majority Lendersimmediately preceding sentence, and shall have accepted such appointment, within 30 days after the retiring current Administrative Agent's ’s giving of notice of resignation, then the retiring current Administrative Agent may, on behalf of the Lenders and the Issuing Lenders, appoint a successor Administrative Agent, which shall be a Lender, if any Lender or shall be another commercial bank or trust company organized or licensed under the laws of the United States or of any State thereof reasonably acceptable willing to the Borrower. In addition to the foregoing right of serve, and otherwise shall be an Eligible Assignee; provided that if the Administrative Agent to resign, shall notify the Majority Lenders may remove the Administrative Agent at any time, with or without cause, concurrently with the appointment by the Majority Lenders of a successor Administrative Agent. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, Borrower and the retiring Lenders that no Lender or Eligible Assignee has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the Administrative Agent shall be discharged from its duties and obligations hereunder and under this Agreement. After the other Credit Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Secured Parties under any of the Credit Documents, the retiring Administrative Agent's resignation Agent shall continue to hold such collateral security as bailee, trustee or removal hereunder other applicable capacity until such time as a successor of such Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made to each Lender and the applicable Issuing Lenders directly, until such time as a successor Administrative Agent has been appointed as provided for above in this Section; provided, further that such Lenders and the Issuing Lenders so acting directly shall be and be deemed to be protected by all indemnities and other provisions herein for the benefit and protection of the Administrative Agent as if each such Lender or Issuing Lender were itself the Administrative Agent, the provisions of this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under the Loan Documents.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written give notice thereof of its resignation to the Lenders and the Borrower, with . Upon receipt of any such resignation to become effective only upon the appointment notice of a successor Administrative Agent pursuant to this Section 9.06. Upon any such resignation, the Majority Required Lenders shall have the right subject to the prior approval of Borrower, unless an Event of Default has then occurred and is continuing, to appoint a successor Administrative Agentacceptable to the Borrower, which shall be a Lender or another commercial bank or trust company reasonably acceptable to with an office in the Borrower organized or licensed under the laws State of the United StatesCalifornia, or an Affiliate of any such bank with an office in the State thereofof California. If no such successor Administrative Agent shall have been so appointed by the Majority Lenders, Required Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Administrative Agent's giving of Agent gives notice of its resignation, then the retiring Administrative Agent may, may on behalf of the Lenders, appoint a successor Administrative AgentAgent meeting the qualifications set forth above provided that if the retiring Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, which then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be Lender or shall be another commercial bank or trust company organized or licensed discharged from its duties and obligations hereunder and under the laws of other Loan Documents (except that in the United States or case of any State thereof reasonably acceptable to the Borrower. In addition to the foregoing right of collateral security held by the Administrative Agent to resignon behalf of the Secured Parties under any of the Loan Documents, the Majority Lenders may remove retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed and such collateral security is assigned to such successor Administrative Agent) and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent at any timeshall instead be made by or to each Lender directly, with or without cause, concurrently with until such time as the appointment by the Majority Required Lenders of appoint a successor Administrative AgentAgent as provided for above in this paragraph. Upon the acceptance of any a successor’s appointment as the Administrative Agent hereunder by a successor Administrative Agenthereunder, such successor Administrative Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Agreementparagraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After any the retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agentand under the other Loan Documents, the provisions of this Article IX Section 9 and Section 10.5 shall inure to continue in effect for the benefit of such retiring Administrative Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was the retiring Administrative Agent under was acting as the Loan DocumentsAdministrative Agent.

Successor Administrative Agent. The Administrative Any Agent may resign at any time by giving written notice thereof to the Lenders Banks and the Borrower, Parent and may be removed at any time with any such resignation to become effective only upon or without cause by the appointment of a successor Administrative Agent pursuant to this Section 9.06Required Banks. Upon any such resignationresignation or removal of the Administrative Agent, the Majority Lenders Required Banks shall have the right to appoint a successor Administrative Agent, which shall be a Lender or another commercial bank or trust company reasonably acceptable subject (so long as no Event of Default exists) to the Borrower organized or licensed under the laws consent of the United States, or of any State thereofParent (which consent shall not be unreasonably withheld). If no successor Administrative Agent shall have been so appointed by the Majority LendersRequired Banks, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of 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 Lender or shall be another a commercial bank or trust company organized or licensed under the laws of the United States or of any State thereof reasonably acceptable to the Borrower. In addition to the foregoing right and having a combined capital and surplus of the Administrative Agent to resign, the Majority Lenders may remove the Administrative Agent at any time, with or without cause, concurrently with the appointment by the Majority Lenders of a successor Administrative Agentleast $250,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, 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 Agreementthe Loan Documents. After any If within 45 days after written notice is given of the retiring Administrative Agent's resignation or removal under this 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 resignation or removal shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iii) the Required Banks shall thereafter perform all duties of the retiring Administrative Agent under the Loan Documents until such time, if any, as the Required Banks appoint a successor Administrative Agent as provided above. After any retiring Agent's resignation or removal hereunder as Administrative AgentAgent shall have become effective, the provisions of this Article IX VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under the Loan Documentsthis 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 Co-Syndication Agent and no replacement shall be appointed.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders Banks and the Borrower, Borrower and may be removed at any time with any such resignation to become effective only upon or without cause by the appointment of a successor Administrative Agent pursuant to this Section 9.06Majority Banks. Upon any such resignationresignation or removal of the Administrative Agent, the Majority Lenders Banks shall have the right to appoint a successor Administrative Agent, which shall be a Lender or another commercial bank or trust company reasonably acceptable Agent to assume the Borrower organized or licensed under the laws position as Administrative Agent of the United States, or of any State thereofretiring Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Majority LendersBanks, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's ’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 Lender either a Bank hereunder or shall be another a commercial bank or trust company organized or licensed under the laws of the United States or of any State state thereof reasonably acceptable 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 (in all such cases the Borrower. In addition Borrower shall be entitled to the foregoing 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 to resign, shall be suspended during the Majority Lenders may remove the Administrative Agent at any time, with or without cause, concurrently with the appointment by the Majority Lenders continuance of a successor Administrative Agentsuch Event of Default. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX X shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under the Loan Documentsthis Agreement.

Successor Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent may as provided below, the Administrative Agent may, with the prior written consent of the Borrower (which consent shall not be required for so long as an Event of Default has occurred and is continuing), resign at any time by giving thirty (30) days written notice thereof to the Lenders Borrower and the Borrower, with any such resignation to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 9.06Finance Parties. Upon any such resignation, the Majority Lenders Lenders, with the prior written consent of the Borrower (which consent shall not be required (x) if the successor Administrative Agent is an Affiliate or Subsidiary of the Administrative Agent or of a Lender on the date hereof or (y) for so long as an Event of Default has occurred and is continuing), shall have the right to appoint a successor Administrative Agent, which Agent who shall be a Lender or another commercial bank or trust company reasonably acceptable to the Borrower organized or licensed under the laws one of the United States, or Lenders unless none of any State thereofthe Lenders wishes to accept such appointment. If no successor Administrative Agent shall have been so appointed by the Majority Lenders, and shall have accepted such appointment, within 30 days after appointment by the retiring Administrative Agent's giving time of notice of such resignation, then the retiring Administrative Agent may, on behalf of the LendersFinance Parties and with the prior written consent of the Borrower (which consent shall not be required for so long as an Event of Default has occurred and is continuing), appoint a successor Administrative Agent, Agent which shall be a Lender or shall be another commercial bank or trust company organized or licensed under the laws of Canada or the United States which has combined capital and reserves in excess of $250,000,000 and has an office in Toronto or of any State thereof reasonably acceptable to the Borrower. In addition to the foregoing right of the Administrative Agent to resign, the Majority Lenders may remove the Administrative Agent at any time, with or without cause, concurrently with the appointment by the Majority Lenders of a successor Administrative AgentNew York. Upon the acceptance of any appointment as Administrative Agent hereunder under this Agreement by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, duties and duties obligations of the retiring Administrative Agent, Agent (in its capacity as Administrative Agent but not in its capacity as a Finance Party) and the retiring Administrative Agent shall be discharged from its duties and obligations under this AgreementAgreement (in its capacity as Administrative Agent but not in its capacity as a Finance Party). After any retiring Administrative Agent's ’s resignation or removal hereunder under this Agreement as the Administrative Agent, the provisions of this Article IX 16 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent under the Loan DocumentsAgent.

Successor Administrative Agent. The Subject to the appointment ------------------------------ and acceptance of a successor Administrative Agent as provided below, the Administrative Agent may resign at any time by giving written notice thereof to the Lenders Banks and the Borrower, with Borrowers and may be removed at any such resignation to become effective only upon time for cause by the appointment of a successor Administrative Agent pursuant to this Section 9.06Majority Banks. Upon any such resignationresignation or removal, the Majority Lenders Banks shall have the right to appoint a successor Administrative AgentAgent which appointment shall, which shall prior to a Default, be a Lender or another commercial bank or trust company reasonably acceptable subject to the Borrower organized or licensed under the laws consent of the United StatesBorrowers, or of any State thereofacting reasonably. If (a) no successor Administrative Agent shall have been so appointed by the Majority LendersBanks or (b) if appointed, and no successor Administrative Agent shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Administrative Agent's giving of Agent gave notice of resignationresignation or the Majority Banks removed the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the LendersBanks, appoint a successor Administrative Agent, Agent which shall be Lender any Bank or shall be another a commercial bank or trust company organized or licensed under the laws of the United States of America or any political subdivision thereof which has combined capital and reserves in excess of any State thereof $250,000,000 and which shall be reasonably acceptable to the Borrower. In addition to the foregoing right of the Administrative Agent to resign, the Majority Lenders may remove the Administrative Agent at any time, with or without cause, concurrently with the appointment by the Majority Lenders of a successor Administrative AgentBorrowers. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, duties and duties obligations of the retiring Administrative Agent, Agent and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under this Agreementthe other Loan Documents. After any retiring Administrative Agent's resignation or removal hereunder as Administrative Agent, Agent the provisions of this Article IX shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent. In the event that the Administrative Agent under the Loan Documentsor any of its respective Affiliates ceases to be a Bank hereunder, such Person shall resign its agency hereunder.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders Banks and the BorrowerBorrower and shall resign, with any such resignation at the request of the Required Banks, in the event its Commitment is reduced to become effective only upon an amount less than the appointment amount of a successor the next largest Commitment. Further, the Required Banks may, for good cause, remove Administrative Agent pursuant at any time by giving at least thirty (30) Domestic Business Days' prior written notice to this Section 9.06the Borrower and all other Banks. Upon any such resignationresignation or removal, the Majority Lenders Required Banks shall have the right to appoint a successor Administrative Agent, which shall be selected by the Required Banks from between NationsBank, N.A. and U.S. Bank National Association. In the event that both NationsBank, N.A., and U.S. Bank National Association shall decline to serve, or following their resignation or removal, the Required Banks shall have the right to appoint a Lender successor Administrative Agent, which successor Administrative Agent (other than NationsBank, N.A., and U.S. Bank National Association) shall, provided no Event of Default has occurred and is then continuing, be subject to Borrower's approval, which approval shall not be unreasonably withheld or another commercial bank delayed. Any successor Administrative Agent must be a Bank (i) the senior debt obligations of which (or trust company reasonably such Bank's parent's senior unsecured debt obligations) are rated not less than Baa by Xxxxx'x or a comparable rating by a rating agency acceptable to the Borrower organized or licensed under the laws Required Banks and (ii) which has total assets in excess of the United States, or of any State thereofTen Billion Dollars ($10,000,000,000). If no successor Administrative Agent shall have been so appointed by the Majority LendersRequired Banks and approved by the Borrower, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of Agent gives notice of resignation, then the retiring Administrative Agent may, on behalf of the LendersBanks, appoint a successor Administrative Agent, which shall be Lender or shall be another commercial bank or trust company organized or licensed under the laws of the United States or of any State thereof reasonably acceptable to the Borrower. In addition to the foregoing right of the Administrative Agent to resignAgent, who shall act until the Majority Lenders may remove the Administrative Agent at any time, with or without cause, concurrently with the appointment by the Majority Lenders of Required Banks shall appoint a successor Administrative Agent. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative AgentAgent of its appointment as the Administrative Agent hereunder, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreementhereunder. After any retiring Administrative Agent's resignation or removal hereunder as Administrative Agenthereunder, the provisions of this Article IX VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under as applicable. Any resignation or removal of the Loan DocumentsAdministrative Agent shall take effect upon the acceptance of appointment by a successor Administrative Agent in accordance with the provisions of this Section 7.8.

Successor Administrative Agent. The Administrative Agent and/or Collateral Agent may resign as such at any time by giving written upon at least 30 days’ prior notice thereof to the Lenders Lenders, the Issuing Bank and the Borrower, with any such resignation to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 9.06Borrowers. Upon any such resignation, the Majority Required Lenders shall have the right right, in consultation with Borrowers, to appoint a successor Administrative Agent, which shall be a Lender or another commercial bank or trust company reasonably acceptable to from among the Borrower organized or licensed under the laws of the United States, or of any State thereofLenders. If no successor Administrative Agent shall have been so appointed by the Majority Lenders, Required Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Administrative Agent and/or Collateral Agent's giving of , as applicable, gives notice of its resignation, then the retiring Administrative Agent and/or Collateral Agent, as applicable may, on behalf of the LendersLenders and the Issuing Bank, appoint a successor Administrative Agent and/or Collateral Agent, as applicable, which successor shall be Lender or shall be another a commercial bank or trust company banking institution organized or licensed under the laws of the United States (or any state thereof) or a United States branch or agency of any State thereof reasonably acceptable a commercial banking institution, and having combined capital and surplus of at least $250.0 million; provided, however, that if such retiring Administrative Agent and/or Collateral Agent, as applicable is unable to find a commercial banking institution which is willing to accept such appointment and which meets the Borrower. In addition to qualifications set forth above, the foregoing right retiring Administrative Agent’s and/or Collateral Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent to resignand/or Collateral Agent, the Majority Lenders may remove the Administrative Agent at any as applicable hereunder until such time, with or without causeif any, concurrently with as the appointment by the Majority Required Lenders of appoint a successor Administrative Agent and/or Collateral Agent, as applicable. Upon the acceptance of any its appointment as Administrative Agent and/or Collateral Agent, as applicable, hereunder by a successor Administrative Agentsuccessor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and/or Collateral Agent, as applicable, and the retiring Administrative Agent and/or Collateral Agent, as applicable, shall be discharged from its duties and obligations under this Agreementhereunder. The fees payable by Borrowers to a successor Administrative Agent and/or Collateral Agent, as applicable, shall be the same as those payable to its predecessor unless otherwise agreed between Borrowers and such successor. After any retiring the Administrative Agent's ’s and/or Collateral Agent’s resignation or removal hereunder as Administrative Agenthereunder, the provisions of this Article IX X and Section 11.03 shall inure to continue in effect for the benefit of such retiring Administrative Agent and/or Collateral Agent, as applicable, its benefit as to respective sub-agents and their respective Affiliates in respect of any actions taken or omitted to be taken by it any of them while it was acting as Administrative Agent under the Loan Documentsand/or Collateral Agent, as applicable.

Successor Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent may as provided below, the Administrative Agent may, with the prior written consent of the Borrower (which consent shall not be required for so long as a Default has occurred and is continuing), resign at any time by giving 30 days written notice thereof to the Lenders Borrower and the Borrower, with any such resignation to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 9.06Lenders. Upon any such resignation, the Majority Lenders Lenders, with the prior written consent of the Borrower (which consent shall not be required (x) if the successor Administrative Agent is an Affiliate or Subsidiary of the Administrative Agent on the date hereof or (y) for so long as a Default has occurred and is continuing), shall have the right to appoint a successor Administrative Agent, which Agent who shall be a Lender or another commercial bank or trust company reasonably acceptable to the Borrower organized or licensed under the laws one of the United States, or Lenders unless none of any State thereofthe Lenders wishes to accept such appointment. If no successor Administrative Agent shall have been so appointed by the Majority Lenders, and shall have accepted such appointment, within 30 days after appointment by the retiring Administrative Agent's giving time of notice of such resignation, then the retiring Administrative Agent may, on behalf of the LendersLenders and with the prior written consent of the Borrower (which consent shall not be required for so long as a Default has occurred and is continuing), appoint a successor Administrative Agent, Agent which shall be Lender or shall be another commercial a bank or trust company organized or licensed under the laws of the United States or Canada which has combined capital and reserves in excess of any State thereof reasonably acceptable to the Borrower. In addition to the foregoing right of the Administrative Agent to resign, the Majority Lenders may remove the Administrative Agent at any time, with or without cause, concurrently with the appointment by the Majority Lenders of a successor Administrative AgentCDN$250,000,000 and has an office in Toronto. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, duties and duties obligations of the retiring Administrative Agent, Agent (in its capacity as Administrative Agent but not in its capacity as a Lender) and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreementhereunder (in its capacity as Administrative Agent but not in its capacity as a Lender). After any retiring Administrative Agent's ’s resignation or removal hereunder as the Administrative Agent, the provisions of this Article IX 14 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent under the Loan DocumentsAgent.

Successor Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent as provided below, the Administrative Agent may resign at any time by giving written notice thereof to the Lenders and Borrowers and the Borrower, with any such resignation to become effective only upon the appointment of a successor Administrative Agent pursuant may be removed at any time if the Administrative Agent fails to this Section 9.06perform its obligations hereunder by the vote of all of the Lenders other than Paribas. Upon any such resignationresignation or removal, the Majority Lenders shall will have the right to appoint a successor Administrative Agent, which shall be a Lender or another commercial bank or trust company reasonably acceptable to Agent with the Borrower organized or licensed under the laws consent of the United StatesBorrowers, unless any Default or Event of any State thereofDefault shall have occurred and be continuing, in which case the consent of the Borrowers shall not be required. If no successor Administrative Agent shall have been so appointed by the Majority Lenders, Lenders and shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Administrative Agent's giving of notice of resignationresignation or the 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 Lender or shall be another a commercial bank or trust company organized or licensed under the laws of the United States of America or of any State thereof reasonably acceptable to the Borrower. In addition to the foregoing right and having combined capital and surplus of the Administrative Agent to resign, the Majority Lenders may remove the Administrative Agent at any time, with or without cause, concurrently with the appointment by the Majority Lenders of a successor Administrative Agentleast One Hundred Million Dollars ($100,000,000.00). Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, immunities, and duties of the retiring resigning or removed Administrative Agent, and the retiring resigning or removed Administrative Agent shall be discharged from its duties and obligations under this AgreementAgreement and the other Loan Documents. After any retiring Administrative Agent's resignation FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, PAGE 71 78 or removal hereunder as Administrative Agent, the provisions of this Article IX shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan DocumentsAgent.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving written give notice thereof of its resignation to the Lenders Lenders, the Swingline Lender, the Issuing Bank and the Borrower, with . Upon receipt of any such resignation to become effective only upon the appointment notice of a successor Administrative Agent pursuant to this Section 9.06. Upon any such resignation, the Majority Required Lenders shall have the right right, in consultation with the Borrower, to appoint a successor Administrative Agentsuccessor, which shall be a Lender or another commercial bank or trust company reasonably acceptable to the Borrower organized or licensed under the laws of with an office in the United States, or an Affiliate of any State thereofsuch bank with an office in the United States. If no such successor Administrative Agent shall have been so appointed by the Majority Lenders, Required Lenders and shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Administrative Agent's giving of Agent gives notice of its resignation, then the retiring Administrative Agent may, may on behalf of the Lenders, the Swingline Lender and the Issuing Bank, appoint a successor Administrative Agent, which shall be Lender or shall be another commercial bank or trust company organized or licensed under Agent meeting the laws of the United States or of any State thereof reasonably acceptable to the Borrower. In addition to the foregoing right of qualifications set forth above; provided that if the Administrative Agent to resignshall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (i) the Majority Lenders may remove retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Fundamental Documents (except that in the case of any collateral security held by the Administrative Agent at on behalf of the Lenders or the Issuing Bank under any timeof the Fundamental Documents, with or without cause, concurrently with the appointment by the Majority Lenders of retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative AgentAgent is appointed) and (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender, the Swingline Lender and the Issuing Bank directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section 11.8. Upon the acceptance of any a successor’s appointment as Administrative Agent hereunder by a successor Administrative Agenthereunder, such successor Administrative Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Fundamental Documents (if not already discharged therefrom as provided above in this AgreementSection 11.8) from and after the effective date of such resignation. The resigning Administrative Agent will refund to the Borrower a ratable portion of the annual fee for the period beyond the effective date of resignation. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After any the retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agentand under the other Fundamental Documents, the provisions of this Article IX and Section 12.4 shall inure to continue in effect for the benefit of such retiring Administrative Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was the retiring Administrative Agent under the Loan Documentswas acting as Administrative Agent.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower, Borrower and may be removed at any time with any such resignation or without cause by the Required Lenders by giving written notice thereof to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 9.06and the Borrower. Upon any such resignationresignation or removal, the Majority Required Lenders shall have the right to appoint a successor Administrative Agent, which shall be a Lender or another commercial bank or trust company reasonably acceptable to the Borrower organized or licensed under the laws of the United States, or of any State thereof. If no successor Administrative Agent shall have been so appointed by the Majority Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's ’s giving of notice of resignationresignation or the Required Xxxxxxx’ removal of the retiring Administrative Agent, then the retiring existing Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be Lender or shall be another commercial bank or trust company a financial institution organized or licensed under the laws of the United States of America or of any State thereof reasonably acceptable and having a combined capital and surplus of at least $500,000,000 and, if the Person then serving as Administrative Agent is a Defaulting Lender, unless and until a successor Administrative Agent shall have been so appointed and accepted such appointment, such resignation shall nevertheless be effective and, until a successor Administrative Agent is appointed by the Required Xxxxxxx, the Required Lenders shall be deemed to have succeeded to and become vested with all the Borrower. In addition to the foregoing right rights, powers, privileges and duties of the Administrative Agent to resign, the Majority Lenders may remove the Administrative Agent at any time, with or without cause, concurrently with the appointment by the Majority Lenders of a successor retiring Administrative Agent. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this AgreementAgreement and the other Loan Documents. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders Lender Parties and the BorrowerBorrowers; provided, with however, that any such resignation to become effective only upon removal of the appointment of a successor Administrative Agent pursuant to this Section 9.06will not be effective until it has also been replaced as the Issuing Bank and released from all of its obligations in respect thereof. Upon any such resignationresignation or removal, the Majority Required Lenders shall have the right to appoint a successor Administrative Agent, which provided, however, that if no Default or Event of Default shall have occurred and be a Lender or another commercial bank or trust company reasonably acceptable continuing, subject to the Borrower organized or licensed under the laws approval of the United States, or of any State thereofBorrowers (such approval not to be unreasonably withheld). If no successor Administrative Agent shall have been so appointed by the Majority Required Lenders, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Administrative Agent's ’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, provided, however, that if no Default or Event of Default shall have occurred and be continuing, subject to approval of the Borrowers (such approval not to be unreasonably withheld), which shall be Lender or shall be another a commercial bank or trust company organized or licensed under the laws of the United States or of any State thereof reasonably acceptable to the Borrower. In addition to the foregoing right and having a combined capital and surplus of the Administrative Agent to resign, the Majority Lenders may remove the Administrative Agent at any time, with or without cause, concurrently with the appointment by the Majority Lenders of a successor Administrative Agentleast $250,000,000. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative AgentAgent and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Collateral Documents, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, 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 the Loan Documents. If within forty five (45) days after written notice is given of the retiring Administrative Agent’s resignation or removal under this AgreementSection 8.06 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Administrative Agent’s resignation or removal shall become effective, (b) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative AgentAgent shall have become effective, the provisions of this Article IX VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under this Agreement. Anything herein to the Loan Documentscontrary notwithstanding, if at any time the Required Lenders determine that the Person serving as Administrative Agent is (without taking into account any provision in the definition of “Defaulting Lender” requiring notice from the Administrative Agent or any other party) a Defaulting Lender pursuant to clause (iv) of the definition thereof, the Required Lenders (determined after giving effect to Section 9.01) may by notice to the Borrowers and such Person remove such Person as Administrative Agent and , in consultation with the Borrowers, appoint a replacement Administrative Agent hereunder. Such removal will, to the fullest extent permitted by applicable law, be effective on the earlier of (i) the date a replacement Administrative Agent is appointed and (ii) the date thirty (30) days after the giving of such notice by the Required Lenders (regardless of whether a replacement Administrative Agent has been appointed).

Successor Administrative Agent. The Administrative Agent may resign at any time as Administrative Agent under the Loan Documents by giving written notice thereof to the Lenders and the Borrower, with any such resignation to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 9.06. Upon any such resignation, the Majority Required Lenders shall have the right to appoint a successor Administrative AgentAgent which appointment shall, provided no Default or Event of Default exists, be subject to the Borrower’s approval, which approval shall not be a Lender unreasonably withheld or another commercial bank or trust company reasonably acceptable to delayed (except that the Borrower organized or licensed under the laws shall, in all events, be deemed to have approved each Lender and any of the United States, or of any State thereofits Affiliates as a successor Administrative Agent). If no successor Administrative Agent shall have been so appointed by in accordance with the Majority Lendersimmediately preceding sentence, and shall have accepted such appointment, within 30 days after the retiring current Administrative Agent's ’s giving of notice of resignation, then the retiring current Administrative Agent may, on behalf of the LendersLenders and the Issuing Banks, appoint a successor Administrative Agent, which shall be a Lender, if any Lender or shall be another commercial bank or trust company organized or licensed under the laws of the United States or of any State thereof reasonably acceptable willing to the Borrower. In addition to the foregoing right of the Administrative Agent to resignserve, the Majority Lenders may remove the Administrative Agent at any time, with or without cause, concurrently with the appointment by the Majority Lenders of a successor Administrative Agentand otherwise shall be an Eligible Assignee. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring current Administrative Agent, and the retiring current Administrative Agent shall be discharged from its duties and obligations under this Agreementthe Loan Documents. Such successor Administrative Agent shall issue letters of credit in substitution for the Facility Letters of Credit, if any, outstanding at the time of such succession or shall make other arrangements satisfactory to the current Administrative Agent, in either case, to assume effectively the obligations of the current Administrative Agent with respect to such Facility Letters of Credit. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX XII. shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under the Loan Documents. Notwithstanding anything contained herein to the contrary, the Administrative Agent may assign its rights and duties under the Loan Documents to any of its Affiliates by giving the Borrower and each Lender prior written notice.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written give notice thereof of its resignation to the Lenders Lenders, the L/C Issuer and the Borrower, with . Upon receipt of any such resignation to become effective only upon the appointment notice of a successor Administrative Agent pursuant to this Section 9.06. Upon any such resignation, the Majority Required Lenders shall have the right right, in consultation with and, if such appointment is prior to the occurrence and continuation of an Event of Default, with the prior approval of, the Borrower, such approval not to be unreasonably withheld or delayed, to appoint a successor Administrative Agentsuccessor, which shall be a Lender or another commercial bank or trust company reasonably acceptable to the Borrower organized or licensed under the laws of with an office in the United States, or an Affiliate of any State thereofsuch bank with an office in the United States. If no such successor Administrative Agent shall have been so appointed by the Majority Lenders, Required Lenders and shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Administrative Agent's giving of Agent gives notice of its resignation, then the retiring Administrative Agent may, at the direction and with the consent of the Borrower, on behalf of the LendersLenders and the L/C Issuer, appoint a successor Administrative Agent, which shall be Lender or shall be another commercial bank or trust company organized or licensed under Agent meeting the laws of the United States or of any State thereof reasonably acceptable to the Borrower. In addition to the foregoing right of qualifications set forth above; provided that if the Administrative Agent to resignshall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the Majority Lenders may remove retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent at on behalf of the Lenders or the L/C Issuer under any timeof the Loan Documents, with or without cause, concurrently with the appointment by the Majority Lenders of retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative AgentAgent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of any a successor’s appointment as Administrative Agent hereunder by a successor Administrative Agenthereunder, such successor Administrative Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this AgreementSection). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After any the retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agentand under the other Loan Documents, the provisions of this Article IX Section and Section 15.9 shall inure to continue in effect for the benefit of such retiring Administrative Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was the retiring Administrative Agent was acting as Administrative Agent. Any resignation by KeyBank as Administrative Agent pursuant to this Section shall also constitute its resignation as L/C Issuer and Swing Line Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and Swing Line Lender, (b) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower, with any such resignation to become effective only upon the appointment of a Any successor Administrative Agent pursuant appointed as provided in this Article IX shall execute, acknowledge and deliver to this Section 9.06. Upon any such resignationthe Issuer, the Majority Lenders Servicer, the Control Party and its predecessor Administrative Agent an instrument accepting such appointment under this Indenture, and thereupon the resignation or removal of the predecessor Administrative Agent shall have the right to appoint a become effective and such successor Administrative Agent, which without any further act, deed or conveyance (except as provided below), shall be a Lender or another commercial bank or trust company reasonably acceptable to the Borrower organized or licensed under the laws of the United States, or of any State thereof. If no successor Administrative Agent shall have been so appointed by the Majority Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be Lender or shall be another commercial bank or trust company organized or licensed under the laws of the United States or of any State thereof reasonably acceptable to the Borrower. In addition to the foregoing right of the Administrative Agent to resign, the Majority Lenders may remove the Administrative Agent at any time, with or without cause, concurrently with the appointment by the Majority Lenders of a successor Administrative Agent. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become fully vested with all the rights, powers, privileges duties and duties obligations of its predecessor under this Indenture, with like effect as if originally named as Administrative Agent; but, on request of the retiring Issuer or the Servicer, or the successor Administrative Agent, such predecessor Administrative Agent shall, upon payment of its expenses then unpaid, execute and deliver an instrument transferring to such successor Administrative Agent all of the rights, powers and trusts of the Administrative Agent so ceasing to act, and shall duly assign, transfer and deliver to such successor Administrative Agent all property and money held by such Administrative Agent so ceasing to act hereunder. Upon request of any such successor Administrative Agent, the Issuer shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Administrative Agent all such rights, powers and trusts. The predecessor Administrative Agent shall deliver to the successor Administrative Agent all documents and statements held by it under this Indenture or any Transaction Document; and the retiring predecessor Administrative Agent and the other parties to the Transaction Documents shall amend any Transaction Document to make the successor Administrative Agent the successor to the predecessor Administrative Agent thereunder; and the Servicer and the predecessor Administrative Agent shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Administrative Agent all such rights, powers, duties and obligations. No successor Administrative Agent shall accept its appointment as provided in this Section 9.09 unless at the time of such acceptance such successor Administrative Agent shall be discharged from its duties eligible under the provisions of Section 9.10. Upon acceptance of appointment by a successor Administrative Agent as provided in this Section 9.09, the Issuer shall mail notice by first-class mail of the appointment of the successor of such Agent and obligations the address of the successor Administrative Agent’s corporate trust office under this AgreementIndenture to all Noteholders at their addresses as shown in the Note Register, or if no Note Register is required to be maintained with respect to any Noteholder pursuant to Section 2.06(a), at such other address as shall be maintained for such Noteholder by the Note Registrar. After any retiring Administrative Agent's resignation or removal hereunder as If the Issuer fails to mail such notice within ten (10) days after acceptance of appointment by the successor Administrative Agent, the provisions of this Article IX successor Administrative Agent shall inure to its benefit as to any actions taken or omitted cause such notice to be taken by it while it was Administrative Agent under mailed at the Loan Documentsexpense of the Issuer.

Successor Administrative Agent. The Administrative Agent may resign at any time as Administrative Agent under the Loan Documents and Other Related Documents by giving written notice thereof to the Lenders and the Borrower, with any such resignation to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 9.06. Upon any such resignation, the Majority Requisite Lenders shall have the right to appoint a successor Administrative AgentAgent which appointment shall, provided no Default or Potential Default exists, be subject to Borrower’s approval, which approval shall not be unreasonably withheld or delayed (except that Borrower shall, in all events, be deemed to have approved each Lender and any of its Affiliates as a Lender or another commercial bank or trust company reasonably acceptable to the Borrower organized or licensed under the laws of the United States, or of any State thereofsuccessor Administrative Agent). If no successor Administrative Agent shall have been so appointed by in accordance with the Majority Lendersimmediately preceding sentence, and shall have accepted such appointment, within 30 thirty (30) days after the retiring current Administrative Agent's ’s giving of notice of resignation, then the retiring current Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a Lender, if any Lender or shall be another commercial bank or trust company organized or licensed under the laws of the United States or of any State thereof reasonably acceptable willing to the Borrower. In addition to the foregoing right of the Administrative Agent to resignserve, the Majority Lenders may remove the Administrative Agent at any time, with or without cause, concurrently with the appointment by the Majority Lenders of a successor Administrative Agentand otherwise shall be an Eligible Assignee. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring current Administrative Agent, and the retiring current Administrative Agent shall be discharged from its duties and obligations under this Agreementthe Loan Documents and the Other Related Documents. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX 12 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under the Loan Documents and the Other Related Documents. Notwithstanding anything contained herein to the contrary, the Administrative Agent may assign its rights and duties under the Loan Documents and the Other Related Documents to any of its Affiliates by giving Borrower and each Lender prior written notice.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving written notice thereof to the Lenders Lenders, the Issuing Banks and the Borrower, Company and may be removed at any time with any such resignation to become effective only upon or without cause by the appointment of a successor Administrative Agent pursuant to this Section 9.06Required Lenders. Upon any such resignationresignation or removal, the Majority Required Lenders shall have the right to appoint a successor Administrative AgentAgent with the consent of the Company, which consent shall not be a Lender or another commercial bank or trust company reasonably acceptable to the Borrower organized or licensed under the laws of the United States, or of any State thereofunreasonably withheld. If no successor Administrative Agent shall have been so appointed by the Majority Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's ’s giving of notice of resignationresignation or the Required Lenders’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the LendersLenders and the Issuing Banks, appoint a successor Administrative Agent, which shall be Lender or shall be another an Eligible Assignee and a commercial bank or trust company organized or licensed under the laws of the United States of America or of any State thereof reasonably acceptable to the Borrower. In addition to the foregoing right and having a combined capital and surplus of at least $50,000,000; provided that if the Administrative Agent shall notify the Company and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) all payments, communications and determinations provided to resignbe made by, the Majority Lenders may remove to or through the Administrative Agent at any timeshall instead be made by or to each Lender and each Issuing Bank directly, with or without cause, concurrently with until such time as the appointment by the Majority Required Lenders of appoint a successor Administrative AgentAgent as provided for above in this Section. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this AgreementAgreement (if not already discharged therefrom as provided above in this Section). After any retiring Administrative FIFTH AMENDED AND RESTATED CREDIT AGREEMENT 114 Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX VIII and Section 9.04 shall inure to its benefit and to the benefit of its sub-agents and their respective Affiliates and their respective, and their Affiliates’ respective, partners, officers, directors, employees, agents, trustees and advisors as to any actions taken or omitted to be taken by it any of them (i) while it the retiring Administrative Agent was acting as Administrative Agent under this Agreement 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 (a) acting as collateral agent or otherwise holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving 30 days’ prior written notice thereof to the Lenders and the Borrower, with any such resignation to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 9.06. Upon any such notice of resignation, the Majority Requisite Lenders shall have the right right, upon five Business Days’ notice to Borrower, to appoint a successor Administrative Agent, which shall be a Lender or another commercial bank or trust company reasonably acceptable to the Borrower organized or licensed under the laws of the United States, or of any State thereof. If no successor Administrative Agent shall have been so appointed by the Majority Lenders, and (unless a Default or Event of Default shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agentoccurred and be continuing) be subject to Borrower’s approval, which approval shall not be Lender unreasonably withheld or shall be another commercial bank or trust company organized or licensed under the laws of the United States or of any State thereof reasonably acceptable to the Borrower. In addition to the foregoing right of the Administrative Agent to resign, the Majority Lenders may remove the Administrative Agent at any time, with or without cause, concurrently with the appointment by the Majority Lenders of a successor Administrative Agentdelayed. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative AgentAgent and the retiring Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all sums, Securities and other items of Collateral held under the Security Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Loan Documents, and (ii) execute and deliver to such successor Administrative Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent of the security interests created under the Security Documents, whereupon such retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under this Agreementthe other Loan Documents. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder. Any resignation or removal of Administrative Agent pursuant to this Section shall also constitute the resignation or removal of CS or its successor as Issuing Bank, and any successor Administrative Agent appointed pursuant to this Section 8.7 shall, upon its acceptance of such appointment, become the successor Issuing Bank for all purposes hereunder. Notwithstanding the foregoing, if after 30 days from the date the Administrative Agent provides notice of its resignation as provided above (i) Borrower withholds its consent to the appointment of any successor Administrative Agent or (ii) the Administrative Agent or the Requisite Lenders shall notify the Borrower and the Lenders that no such successor has been located that is willing to accept such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Administrative Agent on behalf of the Secured Parties under any of the Loan Documents, the retiring Administrative Agent may, in its sole discretion, elect to continue to hold such Collateral until such time as a successor Administrative Agent is appointed and such Collateral is assigned to such successor Administrative Agent or until further notice by the retiring Administrative Agent), (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time as the Requisite Lenders appoint a successor Administrative Agent as provided for above (provided that, notwithstanding the foregoing, the retiring Administrative Agent may, in its sole discretion, elect to receive and distribute payments as paying agent for the Lenders, distribute communications and/or make determinations (in such capacity, the “Paying Agent”) until such time as a successor Administrative Agent is so appointed or until further notice by the retiring Administrative Agent) and (3) after the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section 8 and Section 9.2 shall continue in effect for the benefit of such retiring Administrative Agent, its sub agents and their respective Affiliates in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting in such capacity (including, for the avoidance of doubt, after the resignation of such retiring Administrative Agent as provided in this Section 8.7) or as Paying Agent.

Successor Administrative Agent. The Administrative Agent may resign as such at any time by giving written upon at least ten (10) days’ prior notice thereof to the Lenders and the Borrower, with any such resignation to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 9.06. Upon any such resignation, the Majority Required Lenders shall have the right right, subject to the reasonable approval of the Borrower (unless a Default or Event of Default shall have occurred and be continuing), to appoint a successor Administrative Agent, which shall be a Lender or another commercial bank or trust company reasonably acceptable to administrative agent from among the Borrower organized or licensed under the laws of the United States, or of any State thereofLenders. If no successor Administrative Agent shall have been so appointed by the Majority Lenders, Required Lenders and shall have accepted such appointment, appointment within 30 ten (10) days after the retiring Administrative Agent's giving of administrative agent gives notice of its resignation, then the retiring Administrative Agent administrative agent may, on behalf of the Lenders, appoint a successor Administrative Agentadministrative agent, subject to the reasonable approval of the Borrower (unless a Default or Event of Default shall have occurred and be continuing), which successor shall be Lender or shall be another a commercial bank or trust company banking institution organized or licensed under the laws Laws of the United States (or of any State thereof reasonably acceptable thereof) or a United States branch or agency of a commercial banking institution, in each case, having combined capital and surplus of at least $500,000,000; provided that if such retiring administrative agent is unable to find a commercial banking institution that is willing to accept such appointment and which meets the Borrower. In addition to qualifications set forth above, the foregoing right retiring administrative agent’s resignation shall nevertheless thereupon become effective and the retiring (or retired) administrative agent shall be discharged from its duties and obligations under the Loan Documents, and the Lenders shall assume and perform all of the duties of the Administrative Agent to resign, under the Majority Lenders may remove the Administrative Agent at any Loan Documents until such time, with or without causeif any, concurrently with as the appointment by the Majority Required Lenders of appoint a successor Administrative Agentadministrative agent. Upon the acceptance of any its appointment as the Administrative Agent hereunder by a successor Administrative Agentsuccessor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agentadministrative agent, and the retiring Administrative Agent (or retired) administrative agent shall be discharged from its duties and obligations under this Agreementthe Loan Documents; provided that the retiring administrative agent shall promptly (i) transfer to such successor all sums, securities and other items of Collateral held under the Security Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor administrative agent under the Loan Documents, and (ii) execute and deliver to such successor administrative agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor administrative agent of the security interests created under the Security Documents. The fees payable by the Borrower to a successor administrative agent shall be the same as those payable to its predecessor unless otherwise agreed between Borrower and such successor. After any retiring Administrative Agent's an administrative agent’s resignation or removal hereunder as Administrative Agenthereunder, the provisions of this Article IX IX, Section 11.04 and Sections 11.08 to 11.15 shall inure to continue in effect for the benefit of such retiring administrative agent, its benefit as to sub-agents and their respective Affiliates in respect of any actions taken or omitted to be taken by it any of them while it was Administrative Agent under the Loan Documentsacting as administrative agent.

Successor Administrative Agent. The Administrative Any Agent may resign at any time by giving written notice thereof to the Lenders Banks and the Borrower, Parent and may be removed at any time with any such resignation to become effective only upon or without cause by the appointment of a successor Administrative Agent pursuant to this Section 9.06Required Banks. Upon any such resignationresignation or removal of the Administrative Agent, the Majority Lenders Required Banks shall have the right to appoint a successor Administrative Agent, which shall be a Lender or another commercial bank or trust company reasonably acceptable subject (so long as no Event of Default exists) to the Borrower organized or licensed under the laws consent of the United States, or of any State thereofParent (which consent shall not be unreasonably withheld). If no successor Administrative Agent shall have been so appointed by the Majority LendersRequired Banks, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of 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 Lender or shall be another a commercial bank or trust company organized or licensed under the laws of the United States or of any State thereof reasonably acceptable to the Borrower. In addition to the foregoing right and having a combined capital and surplus of the Administrative Agent to resign, the Majority Lenders may remove the Administrative Agent at any time, with or without cause, concurrently with the appointment by the Majority Lenders of a successor Administrative Agentleast $250,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, 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 Agreementthe Loan Documents. After any If within 45 days after written notice is given of the retiring Administrative Agent's resignation or removal under this 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 resignation or removal shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iii) the Required Banks shall thereafter perform all duties of the retiring Administrative Agent under the Loan Documents until such time, if any, as the Required Banks appoint a successor Administrative Agent as provided above. After any retiring Agent's resignation or removal hereunder as Administrative AgentAgent shall have become effective, the provisions of this Article IX VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under the Loan Documentsthis Agreement. If Nova Scotia or Deutsche Bank ceases to be a Bank hereunder, it shall be deemed to have resigned as Documentation 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. The Administrative Agent may resign at any time by giving thirty days’ prior written notice thereof to the Lenders and the BorrowerCompany, with any such resignation to become effective only upon the appointment of a successor and Administrative Agent pursuant may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to this Section 9.06Company and Administrative Agent and signed by Requisite Lenders. Upon any such resignationnotice of resignation or any such removal, the Majority Requisite Lenders shall have the right to appoint a successor Administrative Agent, which upon five Business Days’ notice to Company, and Company shall have the right to consent to such successor Administrative Agent, such consent not to be a Lender unreasonably withheld or another commercial bank or trust company reasonably acceptable to the Borrower organized or licensed under the laws of the United States, or of any State thereofdelayed. If no such successor Administrative Agent shall have been so appointed by the Majority Lenders, Requisite Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Administrative Agent's giving of Agent gives notice of resignationits resignation or is removed, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative AgentAgent meeting the qualifications set forth above; provided, which shall be Lender or shall be another commercial bank or trust company organized or licensed under the laws of the United States or of any State thereof reasonably acceptable to the Borrower. In addition to the foregoing right of that if the Administrative Agent to resignshall notify Company and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the Majority Lenders may remove retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by the Administrative Agent at on behalf of the Lenders or the Agent under any timeof the Credit Documents, with or without cause, concurrently with the appointment by the Majority Lenders of retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative AgentAgent is appointed) and (2) all payments, communications and determinations provided to, or made by, or through the Administrative Agent shall instead be made by or to each Lender, until such time as the Requisite Lenders appoint a successor Administrative Agent as provided for above in this paragraph. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent, Agent and the retiring or removed Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) execute and deliver to such successor Administrative Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent of the security interests created under the Collateral Documents, whereupon such retiring or removed Administrative Agent shall be discharged from its duties and obligations under this Agreementhereunder (if not already discharged therefrom as provided in the paragraph above). After any retiring or removed Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder. Any resignation or removal by GSCP as Administrative Agent pursuant to this Section 9.7 shall also constitute its resignation as Collateral Agent. Upon discharge of the Administrative Agent’s duties and obligations as set forth above, (a) the retiring or removed Collateral Agent shall be discharged from all of its respective duties and obligations hereunder or under the Loan other Credit Documents, and (b) any such successor Collateral Agent shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Collateral Agent.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving ten days’ prior written notice thereof to the Lenders and the BorrowerBorrower and shall resign upon the written request of the Required Lenders, with any but such resignation to shall not become effective only upon the appointment of until acceptance by a successor agent of its appointment pursuant hereto, provided, however, that any resignation by JPMorgan Chase Bank, N.A. from its position as Administrative Agent pursuant to this Section 9.06shall become effective no later than thirty (30) days from the delivery of such a resignation. Upon any such resignation, the Majority Lenders retiring Administrative Agent shall have consult with the right to Borrower and shall promptly appoint a successor agent from among the Lenders; provided, that in the case of a resignation at the Administrative Agent’s option, which shall be a Lender or another commercial bank or trust company such replacement is reasonably acceptable (as evidenced in writing) to the Required Lenders and, in any case, is reasonably acceptable to the Borrower; provided, however, that (a) such approval by the Borrower organized shall not be required at any time when a Default or licensed under the laws Event of the United StatesDefault is continuing and (b) in no case shall any “hedge fund”, or of any State thereofas such term is currently understood, become a Successor Administrative Agent. If no successor Administrative Agent agent shall have been so appointed by the Majority Lenders, retiring Administrative Agent and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, Required Lenders may appoint a successor Administrative Agent, which shall be Lender or shall be another commercial bank or trust company organized or licensed under the laws of the United States or of any State thereof reasonably acceptable to the Borrower. In addition to the foregoing right of the Administrative Agent to resign, the Majority Lenders may remove the Administrative Agent at any time, with or without cause, concurrently with the appointment by the Majority Lenders of a successor Administrative Agentagent. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agentagent, 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 Credit Agreement, the other Fundamental Documents and any other credit documentation. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX 12 and Article 13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under the Loan Documentsthis Credit Agreement.

Successor Administrative Agent. The Administrative Agent may resign at any time as Administrative Agent under the Loan Documents by giving written notice thereof to the Lenders and the Borrower, with any such resignation to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 9.06. Upon any such resignation, the Majority Required Lenders shall have the right to appoint a successor Administrative AgentAgent which appointment shall, provided no Default or Event of Default exists, be subject to the Borrower’s approval, which approval shall not be a Lender unreasonably withheld or another commercial bank or trust company reasonably acceptable to delayed (except that the Borrower organized or licensed under the laws shall, in all events, be deemed to have approved each Lender and any of the United States, or of any State thereofits Affiliates as a successor Administrative Agent). If no successor Administrative Agent shall have been so appointed by in accordance with the Majority Lendersimmediately preceding sentence, and shall have accepted such appointment, within 30 days after the retiring current Administrative Agent's ’s giving of notice of resignation, then the retiring current Administrative Agent may, on behalf of the LendersLenders and the Issuing Bank, appoint a successor Administrative Agent, which shall be a Lender, if any Lender or shall be another commercial bank or trust company organized or licensed under the laws of the United States or of any State thereof reasonably acceptable willing to the Borrower. In addition to the foregoing right of the Administrative Agent to resignserve, the Majority Lenders may remove the Administrative Agent at any time, with or without cause, concurrently with the appointment by the Majority Lenders of a successor Administrative Agentand otherwise shall be an Eligible Assignee. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring current Administrative Agent, and the retiring current Administrative Agent shall be discharged from its duties and obligations under this Agreementthe Loan Documents. Such successor Administrative Agent shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or shall make other arrangements satisfactory to the current Administrative Agent, in either case, to assume effectively the obligations of the current Administrative Agent with respect to such Letters of Credit. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX XII. shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under the Loan Documents. Notwithstanding anything contained herein to the contrary, the Administrative Agent may assign its rights and duties under the Loan Documents to any of its Affiliates by giving the Borrower and each Lender prior written notice.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving written notice thereof to the Lenders Lenders, the Issuing Banks and the Borrower, Company and may be removed at any time with any such resignation to become effective only upon or without cause by the appointment of a successor Administrative Agent pursuant to this Section 9.06Required Lenders. Upon any such resignationresignation or removal, the Majority Required Lenders shall have the right to appoint a successor Administrative AgentAgent with the consent of the Company, which consent shall not be a Lender or another commercial bank or trust company reasonably acceptable to the Borrower organized or licensed under the laws of the United States, or of any State thereofunreasonably withheld. If no successor Administrative Agent shall have been so appointed by the Majority Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's ’s giving of notice of resignationresignation or the Required Lenders’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the LendersLenders and the Issuing Banks, appoint a successor Administrative Agent, which shall be Lender or shall be another an Eligible Assignee and a commercial bank or trust company organized or licensed under the laws of the United States of America or of any State thereof reasonably acceptable to the Borrower. In addition to the foregoing right and having a combined capital and surplus of at least $50,000,000; provided that if the Administrative Agent shall notify the Company and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) all payments, communications and determinations provided to resignbe made by, the Majority Lenders may remove to or through the Administrative Agent at any timeshall instead be made by or to each Lender and each Issuing Bank directly, with or without cause, concurrently with until such time as the appointment by the Majority Required Lenders of appoint a successor Administrative AgentAgent as provided for above in this Section. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this AgreementAgreement (if not already discharged therefrom as provided above in this Section). After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX VIII and Section 9.04 shall inure to its benefit and to the benefit of its sub-agents and their respective Affiliates and their respective, and their Affiliates’ respective, partners, officers, directors, employees, agents, trustees and advisors as to any actions taken or omitted to be taken by it any of them (i) while it the retiring Administrative Agent was acting as Administrative Agent under this Agreement 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 (a) acting as collateral agent or otherwise holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written thirty (30) days’ notice thereof to the Lenders Managing Agents, the Issuer, the Servicer and the Borrower, with any Indenture Trustee and such resignation to shall become effective only upon the appointment and acceptance of a successor Administrative Agent pursuant to this Section 9.06as described below. Upon any such resignation, the Majority Lenders Managing Agents shall have the right to appoint a successor Administrative AgentAgent approved by the Issuer and the Servicer (which approval will not be unreasonably withheld, which shall be a Lender delayed or another commercial bank or trust company reasonably acceptable to the Borrower organized or licensed under the laws of the United States, or of any State thereofconditioned). If no successor Administrative Agent shall have been so appointed by the Majority Lenders, Managing Agents and shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Administrative Agent's ’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the LendersManaging Agents, appoint a successor Administrative AgentAgent approved by the Issuer and the Servicer (which approval will not be unreasonably withheld, delayed or conditioned), which successor Administrative Agent shall be Lender or shall be another (a) either (i) a commercial bank having a combined capital and surplus of at least $250,000,000 or trust company organized or licensed under (ii) an Affiliate of such bank and (b) experienced in the laws types of the United States or of any State thereof reasonably acceptable to the Borrower. In addition to the foregoing right of the Administrative Agent to resign, the Majority Lenders may remove the Administrative Agent at any time, with or without cause, concurrently with the appointment transactions contemplated by the Majority Lenders of a successor Administrative Agentthis Agreement. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreementhereunder. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX VI shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under the Loan Documentshereunder.

Successor Administrative Agent. The Administrative Agent may resign -------------------------------- at any time by giving written notice thereof to the Lenders and the Borrower, with any such resignation to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 9.06. Upon any such resignation, the Majority Required Lenders shall have the right to appoint appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent, which shall be a Lender or another commercial bank or trust company reasonably acceptable to the Borrower organized or licensed under the laws of the United States, or of any State thereof. If no successor Administrative Agent shall have been so appointed by the Majority Lenders, Required Lenders and shall have accepted such appointment, appointment within 30 thirty days after the retiring Administrative Agent's giving of notice of resignation, then the retiring Administrative Agent maymay appoint, on behalf of the Borrower and the Lenders, appoint a successor Administrative Agent. Notwithstanding anything herein to the contrary, so long as no Default has occurred and is continuing, each such successor Administrative Agent shall be subject to approval by the Borrower, which approval shall not be unreasonably withheld. Such successor Administrative Agent shall be Lender or shall be another a commercial bank or trust company organized or licensed under the laws having capital and retained earnings of the United States or of any State thereof reasonably acceptable to the Borrower. In addition to the foregoing right of the Administrative Agent to resign, the Majority Lenders may remove the Administrative Agent at any time, with or without cause, concurrently with the appointment by the Majority Lenders of a successor Administrative Agentleast $500,000,000. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under this Agreementthe other Loan Documents. After any retiring Administrative Agent's resignation or removal hereunder as Administrative Agent, the provisions of this Article IX XI shall inure to continue in effect for its benefit as to in ---------- respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent hereunder and under the other Loan Documents.

Successor Administrative Agent. 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 to of its resignation as Administrative Agent under the Lenders and the BorrowerLoan Documents, with any such resignation to become be effective only upon the appointment earlier of (i) the written acceptance of the duties of the Administrative Agent under the Loan Documents by a successor Administrative Agent pursuant to this Section 9.06and (ii) on the 30th day after the date of such notice. Upon any such resignation, the Majority Required Lenders shall have the right to appoint from among the Lenders a successor Administrative Agent, which shall be a Lender or another commercial bank or trust company reasonably acceptable to the Borrower organized or licensed under the laws of the United States, or of any State thereof. If no successor Administrative Agent shall have been so appointed by the Majority Lenders, Required Lenders and shall have accepted such appointment, appointment in writing within 30 days after the retiring Administrative Agent's giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lendersother Credit Parties, appoint a successor Administrative Agent, which successor Administrative Agent shall be Lender or shall be another a commercial bank or trust company organized or licensed under the laws of the United States or of any State thereof reasonably acceptable to the Borrower. In addition to the foregoing right and having a combined capital, surplus, and undivided profits of the Administrative Agent to resign, the Majority Lenders may remove the Administrative Agent at any time, with or without cause, concurrently with the appointment by the Majority Lenders of a successor Administrative Agentleast $100,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent's rights, powers, privileges and duties as Administrative Agent under the Loan Documents shall be discharged from its duties terminated. The Borrower and obligations under this Agreementthe Credit Parties (other than the Administrative Agent) shall execute such documents as shall be necessary to effect such appointment. After any retiring Administrative Agent's resignation or removal hereunder as Administrative Agent, the provisions of this Article IX the Loan Documents shall inure to its benefit as to any actions taken or omitted to be taken by it 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 Section 10.9, the appointment of any successor Administrative Agent shall 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).

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower, Borrower and may be removed at any time with cause by the Required Lenders upon receipt of written notice from the Required Lenders to such effect. Upon receipt of notice of any such resignation to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 9.06. Upon any such resignationor removal, the Majority Required Lenders shall have the right to appoint a successor Administrative Agent, which successor Administrative Agent shall be a Lender or another commercial bank or trust company reasonably acceptable to the Initial Lenders and to the Borrower organized (such consent not to be unreasonably withheld or licensed delayed), unless an Event of Default then exists or an event under Sections 8.01(a) or (f), in which case the laws of the United States, or of any State thereofBorrower shall have no such approval right. If no successor Administrative Agent shall have been so appointed by the Majority Lendersappointed, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's ’s giving of notice of resignationresignation or the Required Lenders’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the LendersLenders and the Borrower, appoint a successor Administrative Agent, which shall be Lender or shall be another commercial bank or trust company organized or licensed under the laws of the United States or of any State thereof reasonably Agent acceptable to the Borrower. In addition to the foregoing right of the Administrative Agent to resign, the Majority Lenders may remove the Administrative Agent at any time, with or without cause, concurrently with the appointment by the Majority Lenders of a successor Administrative Agent. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this AgreementAgreement and the other Credit Documents. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX X shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Administrative Agent under this Agreement and the Loan other Credit Documents.

Successor Administrative Agent. The Administrative Agent may resign at any time as Administrative Agent under the Loan Documents and Other Related Documents by giving written notice thereof to the Lenders and the Borrower, with any such resignation to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 9.06. Upon any such resignation, the Majority Requisite Lenders shall have the right to appoint a successor Administrative AgentAgent which appointment shall, provided no Default or Potential Default exists, be subject to the Borrower’s approval, which approval shall not be a Lender unreasonably withheld or another commercial bank or trust company reasonably acceptable to delayed (except that the Borrower organized or licensed under the laws shall, in all events, be deemed to have approved each Lender and any of the United States, or of any State thereofits Affiliates as a successor Administrative Agent). If no successor Administrative Agent shall have been so appointed by in accordance with the Majority Lendersimmediately preceding sentence, and shall have accepted such appointment, within 30 thirty (30) days after the retiring current Administrative Agent's ’s giving of notice of resignation, then the retiring current Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a Lender, if any Lender or shall be another commercial bank or trust company organized or licensed under the laws of the United States or of any State thereof reasonably acceptable willing to the Borrower. In addition to the foregoing right of the Administrative Agent to resignserve, the Majority Lenders may remove the Administrative Agent at any time, with or without cause, concurrently with the appointment by the Majority Lenders of a successor Administrative Agentand otherwise shall be an Eligible Assignee. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring current Administrative Agent, and the retiring current Administrative Agent shall be discharged from its duties and obligations under this Agreementthe Loan Documents and the Other Related Documents. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX 14. shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under the Loan Documents and the Other Related Documents. Notwithstanding anything contained herein to the contrary, the Administrative Agent may assign its rights and duties under the Loan Documents and the Other Related Documents to any of its Affiliates by giving the Borrower and each Lender prior written notice.

Successor Administrative Agent. The Administrative Agent may resign If at any time by giving the Administrative Agent deems it advisable, in its discretion, it may submit to the Banks a written notice thereof to of its resignation as Administrative Agent under the Lenders and the BorrowerLoan Documents, with any such resignation to become be effective only upon the appointment earlier of (i) the written acceptance of the duties of the Administrative Agent under the Loan Documents by a successor Administrative Agent pursuant to this Section 9.06and (ii) on the 30th day after the date of such notice. Upon any such resignation, the Majority Lenders Banks shall have the right to appoint from among the Banks a successor Administrative Agent, which shall be a Lender or another commercial bank or trust company reasonably acceptable to the Borrower organized or licensed under the laws of the United States, or of any State thereof. If no successor Administrative Agent shall have been so appointed by the Majority Lenders, Banks and shall have accepted such appointment, appointment in writing within 30 days after the retiring Administrative Agent's giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the LendersBank, appoint a successor Administrative Agent, which successor Administrative Agent shall be Lender or shall be another a commercial bank or trust company organized or licensed under the laws of the United States or of any State thereof reasonably acceptable to the Borrower. In addition to the foregoing right and having a combined capital, surplus, and undivided profits of the Administrative Agent to resign, the Majority Lenders may remove the Administrative Agent at any time, with or without cause, concurrently with the appointment by the Majority Lenders of a successor Administrative Agentleast $500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent's rights, powers, privileges and duties as Administrative Agent under the Loan Documents shall be discharged from its duties terminated. The Parent, PLIC, PXP and obligations under this Agreementthe Banks shall execute such documents as shall be necessary to effect such appointment. After any retiring Administrative Agent's resignation or removal hereunder as Administrative Agent, the provisions of this Article IX the Loan Documents shall inure to its benefit as to any actions taken or omitted to be taken by it 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 Parent, PLIC and PXP agree to make each payment due under the Loan Documents directly to the Banks entitled thereto during such time.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving ten days’ prior written notice thereof to the Lenders and the Borrower, with any but such resignation to shall not become effective only upon the appointment of until acceptance by a successor Administrative Agent agent of its appointment pursuant to this Section 9.06hereto. Upon any such resignation, the Majority Lenders retiring Administrative Agent shall have consult with the right to Borrower and promptly appoint a successor Administrative Agent, agent from among the Lenders which successor shall be a Lender or another commercial bank or trust company experienced and sophisticated in entertainment industry lending; provided, that such replacement is reasonably acceptable (as evidenced in writing) to the Required Lenders and the Borrower; provided, however, that such approval by the Borrower organized shall not be required at any time when a Default or licensed under the laws Event of the United States, or of any State thereofDefault is continuing. If no successor Administrative Agent agent shall have been so appointed by the Majority Lenders, retiring Administrative Agent and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's 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 successor is experienced and sophisticated in entertainment industry lending and reasonably acceptable to the Borrower), which shall be either a Lender or shall be another a commercial bank or trust company organized or licensed under the laws of the United States of America or of any State thereof reasonably acceptable to the Borrower. In addition to the foregoing right and shall have a combined capital and surplus of the Administrative Agent to resign, the Majority Lenders may remove the Administrative Agent at any time, with or without cause, concurrently with the appointment by the Majority Lenders of a successor Administrative Agentleast $250,000,000 and shall be experienced and sophisticated in entertainment industry lending. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agentagent, 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 Credit Agreement, the other Fundamental Documents and any other credit documentation. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX 13 and Article 14 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under the Loan Documentsthis Credit Agreement.

Successor Administrative Agent. The Administrative Agent may resign at any time as Administrative Agent under the Loan Documents by giving written notice thereof to the Lenders and the Borrower, with any such resignation to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 9.06. Upon any such resignation, the Majority Required Lenders shall have the right to appoint a successor Administrative AgentAgent which appointment shall, provided no Default or Event of Default exists, be subject to the Borrower’s approval, which approval shall not be a Lender unreasonably withheld or another commercial bank or trust company reasonably acceptable to delayed (except that the Borrower organized or licensed under the laws shall, in all events, be deemed to have approved each Lender and any of the United States, or of any State thereofits Affiliates as a successor Administrative Agent). If no successor Administrative Agent shall have been so appointed by in accordance with the Majority Lendersimmediately preceding sentence, and shall have accepted such appointment, within 30 days after the retiring current Administrative Agent's ’s giving of notice of resignation, then the retiring current Administrative Agent may, on behalf of the LendersLenders and the Issuing Banks, appoint a successor Administrative Agent, which shall be a Lender, if any Lender or shall be another commercial bank or trust company organized or licensed under the laws of the United States or of any State thereof reasonably acceptable willing to the Borrower. In addition to the foregoing right of the Administrative Agent to resignserve, the Majority Lenders may remove the Administrative Agent at any time, with or without cause, concurrently with the appointment by the Majority Lenders of a successor Administrative Agentand otherwise shall be an Eligible Assignee. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring current Administrative Agent, and the retiring current Administrative Agent shall be discharged from its duties and obligations under this Agreementthe Loan Documents. Such successor Administrative Agent shall issue letters of credit in substitution for the Facility Letters of Credit, if any, outstanding at the time of such succession or shall make other arrangements satisfactory to the current Administrative Agent, in either case, to assume effectively the obligations of the current Administrative Agent with respect to such Facility Letters of Credit. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX XII shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under the Loan Documents. Notwithstanding anything contained herein to the contrary, the Administrative Agent may assign its rights and duties under the Loan Documents to any of its Affiliates by giving the Borrower and each Lender prior written notice.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders Banks and the Borrower, with any such resignation to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 9.06. Upon any such resignation, the Majority Lenders Required Banks shall have the right to appoint a successor Administrative Agent, which shall be a Lender or another commercial bank or trust company reasonably acceptable to the Borrower organized or licensed under the laws of the United States, or of any State thereof. If no successor Administrative Agent shall have been so appointed by the Majority LendersRequired Banks, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of 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 Lender or shall be another a commercial bank or trust company organized or licensed under the laws of the United States or and having a combined capital and surplus of any State thereof reasonably acceptable to the Borrower. In addition to the foregoing right of the Administrative Agent to resign, the Majority Lenders may remove the Administrative Agent at any time, with or without cause, concurrently with the appointment by the Majority Lenders of a successor Administrative Agentleast $250,000,000. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor 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 hereunder. If within 45 days after written notice is given of the retiring Administrative Agent’s resignation under this AgreementSection 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 resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under this Agreement and (iii) the Required Banks shall thereafter perform all duties of the retiring Administrative Agent until such time, if any, as the Required Banks appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, Agent the provisions of this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under the Loan DocumentsAgent.

Successor Administrative Agent. The Administrative Agent may resign may, at any time by giving time, resign upon 30 days written notice thereof to the Lenders and the Borrower, with any such resignation to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 9.06Lenders. Upon any such resignation, the Majority Required Lenders shall have the right to appoint a successor Administrative Agent, which shall be a Lender or another commercial bank or trust company reasonably acceptable to the Borrower organized or licensed under the laws of the United States, or of any State thereof. If no successor Administrative Agent shall have been so appointed by the Majority Lenders, Required Lenders and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint shall select a successor Administrative Agent provided such successor is an Eligible Assignee (or if no Eligible Assignee shall have been so appointed by the retiring Administrative Agent and shall have accepted such appointment, then the retiring Administrative Agent, which 's resignation shall be Lender or nonetheless become effective and the Required Lenders shall be another commercial bank or trust company organized or licensed under the laws perform all obligations of the United States or of any State thereof reasonably acceptable to the Borrower. In addition to the foregoing right of the retiring Administrative Agent to resign, the Majority Lenders may remove the Administrative Agent at any until such time, with or without causeif any, concurrently with the appointment by the Majority Lenders of as a successor Administrative AgentAgent shall have been so appointed and shall have accepted such appointment as provided for above). Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agentsuccessor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent's resignation or removal hereunder as Administrative Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Article IX Section 11.9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under the Loan Documentsthis Credit Agreement.

Successor Administrative Agent. The Administrative Agent may resign at any time as Administrative Agent under the Loan Documents and Other Related Documents by giving written notice thereof to the Lenders and the Borrower, with any such resignation to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 9.06. Upon any such resignation, the Majority Requisite Lenders shall have the right to appoint a successor Administrative AgentAgent which appointment shall, provided no Default exists, be subject to the Borrower’s approval, which approval shall not be a Lender unreasonably withheld, conditioned or another commercial bank or trust company reasonably acceptable to the Borrower organized or licensed under the laws of the United States, or of any State thereofdelayed. If no successor Administrative Agent shall have been so appointed by in accordance with the Majority Lendersimmediately preceding sentence, and shall have accepted such appointment, within 30 thirty (30) days after the retiring current Administrative Agent's ’s giving of notice of resignation, then the retiring current Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a Lender, if any Lender or shall be another commercial bank or trust company organized or licensed under the laws of the United States or of any State thereof reasonably acceptable willing to the Borrower. In addition to the foregoing right of the Administrative Agent to resignserve, the Majority Lenders may remove the Administrative Agent at any time, with or without cause, concurrently with the appointment by the Majority Lenders of a successor Administrative Agentand otherwise shall be an Eligible Assignee. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring current Administrative Agent, and the retiring current Administrative Agent shall be discharged from its duties and obligations under this Agreementthe Loan Documents and the Other Related Documents. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX 12 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under the Loan Documents and the Other Related Documents. Notwithstanding anything contained herein to the contrary, the Administrative Agent may assign its rights and duties under the Loan Documents and the Other Related Documents to any of its Affiliates by giving the Borrower and each Lender prior written notice.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower, Borrower and may be removed at any time with any such resignation to become effective only upon or without cause by the appointment of a successor Administrative Agent pursuant to this Section 9.06Majority Lenders. Upon any such resignationresignation or removal, the Majority Lenders shall have the right to appoint a successor Administrative Agent, which shall be a Lender or another commercial bank or trust company reasonably acceptable to the Borrower organized or licensed under the laws Agent so long as all of the United Stateslong-term public senior debt securities of such successor Administrative Agent are rated at least "BBB-" by Standard & Poor's Corporation or "Baa3" by Xxxxx'x Investors Service, or Inc. at the time of any State thereofits acceptance of appointment as successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Majority Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of notice of resignationresignation or the Majority Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be Lender or shall be another a commercial bank or trust company organized or licensed under the laws of the United States of America or of any State thereof reasonably acceptable to the Borrower. In addition to the foregoing right thereof, having a combined capital and surplus of the Administrative Agent to resignat least $50,000,000 and all of whose long- Credit Agreement term public senior debt securities are rated at least "BBB-" by Standard & Poor's Corporation or at least "Baa3" by Xxxxx'x Investors Service, the Majority Lenders may remove the Administrative Agent at any time, with or without cause, concurrently with the appointment by the Majority Lenders of a successor Administrative Agent. Inc. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent's resignation or removal hereunder as Administrative Agent, the provisions of this Article IX VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under the Loan Documentsthis Agreement.

Successor Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time by giving written notice thereof to notifying the Lenders Lenders, LC Issuer and the Borrower, with any such resignation to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 9.06. Upon any such resignation, the Majority Required Lenders shall have the right right, in consultation with the Borrower, to appoint a successor. The appointment of any successor Administrative AgentAgent that is not a Lender shall, as long as no Default shall have occurred shall be continuing, be subject to the prior written approval of the Borrower, which approval shall not be a Lender unreasonably withheld or another commercial bank or trust company reasonably acceptable to the Borrower organized or licensed under the laws of the United States, or of any State thereofdelayed. If no successor Administrative Agent shall have been so appointed by the Majority Lenders, Required Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Administrative Agent's giving of Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the LendersLenders and LC Issuer, appoint a successor Administrative Agent, Agent which shall be Lender a bank with an office in New York, New York, or shall be another commercial bank or trust company organized or licensed under the laws of the United States or an Affiliate of any State thereof reasonably acceptable to the Borrower. In addition to the foregoing right of the Administrative Agent to resign, the Majority Lenders may remove the Administrative Agent at any time, with or without cause, concurrently with the appointment by the Majority Lenders of a successor Administrative Agentsuch bank. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Administrative Agentsuccessor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreementhereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After any retiring the Administrative Agent's resignation or removal hereunder as Administrative Agenthereunder, the provisions of this Article IX and Section 10.03 shall inure to continue in effect for the benefit of such retiring Administrative Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was acting as Administrative Agent under the Loan DocumentsAgent.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders Banks and the Borrower, with any such resignation to become effective only upon Borrower and the appointment of a successor Administrative Agent pursuant shall resign in the event its Commitment is reduced to this Section 9.06below five percent (5%) of the Aggregate Commitments. Upon any such resignation, the Majority Lenders Required Banks shall have the right to appoint a successor Administrative Agent, which successor Administrative Agent shall, provided no Event of Default has occurred and is then continuing, be subject to Borrower's approval, which approval shall not be a Lender unreasonably withheld or another commercial bank or trust company reasonably acceptable to the Borrower organized or licensed under the laws of the United States, or of any State thereofdelayed. If no successor Administrative Agent shall have been so appointed by the Majority LendersRequired Banks and approved by the Borrower, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of Agent gives notice of resignation, then the retiring Administrative Agent may, on behalf of the LendersBanks, appoint a successor Administrative Agent, which who shall be Lender or act until the Required Banks shall be another commercial bank or trust company organized or licensed under the laws of the United States or of any State thereof reasonably acceptable to the Borrower. In addition to the foregoing right of the Administrative Agent to resign, the Majority Lenders may remove the Administrative Agent at any time, with or without cause, concurrently with the appointment by the Majority Lenders of appoint a successor Administrative Agent. Upon the acceptance of any its appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreementhereunder. After any retiring Administrative Agent's resignation or removal hereunder as Administrative Agenthereunder, the provisions of this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent. For gross negligence or willful misconduct, as determined by the Required Banks (excluding for such determination Administrative Agent under in its capacity as a Bank, but in no event shall such determination be made by less than two (2) Banks), Administrative Agent may be removed at any time by giving at least thirty (30) Domestic Business Days prior written notice to Administrative Agent and Borrower. Such resignation or removal shall take effect upon the Loan Documentsacceptance of appointment by a successor Administrative Agent, in accordance with the provisions of this Section 7.8.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders Banks and the Borrower. In addition, with any such resignation to become effective only upon if the appointment of a successor Administrative Agent pursuant at any time shall have been finally determined to this Section 9.06have committed gross negligence or willful misconduct in connection with its performance of its duties as Administrative Agent hereunder, then, upon notice from the Required Banks, the Administrative Agent shall resign. Upon any such resignation, the Majority Lenders Required Banks shall have the right to appoint a successor Administrative Agent, which shall be a Lender or another commercial bank or trust company reasonably acceptable to Agent with the consent of the Borrower; provided that the consent of the Borrower organized or licensed under the laws shall not be required if an Event of the United States, or of any State thereofDefault shall have occurred and be continuing. If no successor Administrative Agent shall have been so appointed by the Majority LendersRequired Banks, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of Agent gives notice of resignation, 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 Lender or shall be another a commercial bank or trust company organized or licensed under the laws of the United States of America or of any State thereof reasonably acceptable to the Borrower. In addition to the foregoing right and having a combined capital and surplus of the Administrative Agent to resignat least $500,000,000, the Majority Lenders may remove the Administrative Agent total assets of at any time, with least $25,000,000,000 and a long-term senior unsecured indebtedness rating of BBB+ or without cause, concurrently with the appointment better by the Majority Lenders of a successor Administrative AgentS&P (if rated by S&P) and Baa1 by Xxxxx’x (if rated by Xxxxx’x). Upon the acceptance of any its appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreementhereunder first accruing or arising after the effective date of such retirement. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent. If, at any time during the Term, the Administrative Agent shall no longer have any Loans under this Agreement, the Loan DocumentsAdministrative 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. The Administrative Agent may may, and at the request of the Required Banks shall, resign at any time by giving written as Administrative Agent upon 30 days' notice thereof to the Lenders and Banks. If the BorrowerAdministrative Agent resigns under this Agreement, the Required Banks shall, with any such resignation to become effective only upon (so long as no Event of Default exists) the appointment consent of the Company (which shall not be unreasonably withheld or delayed), appoint from among the Banks a successor Administrative Agent pursuant to this Section 9.06. Upon any such resignation, administrative agent for the Majority Lenders shall have the right to appoint a successor Administrative Agent, which shall be a Lender or another commercial bank or trust company reasonably acceptable to the Borrower organized or licensed under the laws of the United States, or of any State thereofBanks. If no successor Administrative Agent shall have been so administrative agent is appointed by prior to the Majority Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of notice of resignation, then the retiring Administrative Agent may, on behalf effective date of the Lenders, appoint a successor resignation of the Administrative Agent, which shall be Lender or shall be another commercial bank or trust company organized or licensed under the laws of the United States or of any State thereof reasonably acceptable to the Borrower. In addition to the foregoing right of the Administrative Agent to resignmay appoint, the Majority Lenders may remove the Administrative Agent at any time, with or without cause, concurrently after consulting with the appointment by Banks and the Majority Lenders of Company, a successor Administrative Agentadministrative agent from among the Banks. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Administrative Agentadministrative agent hereunder, such successor Administrative Agent administrative agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Administrative Agent and the term "Administrative Agent" shall mean such successor administrative agent, and the retiring Administrative Agent's appointment, powers and duties as Administrative Agent shall be discharged from its duties and obligations under this Agreementterminated. After any retiring Administrative Agent's resignation or removal hereunder as Administrative Agent, the provisions of this Article IX Section 13 and Sections 14.6 and 14.13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the Loan Documentsdate which is 30 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Banks shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Banks appoint a successor administrative agent as provided for above. Notwithstanding the foregoing, however, Bank of America may not be removed as the Administrative Agent at the request of the Required Banks unless Bank of America shall also simultaneously be replaced as an "Issuing Bank" hereunder pursuant to documentation in form and substance reasonably satisfactory to Bank of America.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving thirty (30) days' prior written notice thereof to the Lenders and the BorrowerCompany, with any such resignation to become effective only upon the appointment of a successor and Administrative Agent pursuant may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to this Section 9.06Company and Administrative Agent and signed by Requisite Lenders. Upon any such resignationnotice of resignation or any such removal, the Majority Requisite Lenders shall have the right right, upon five Business Days' notice to Company, to appoint a successor Administrative Agent, which shall be a Lender or another commercial bank or trust company reasonably acceptable to the Borrower organized or licensed under the laws of the United States, or of any State thereof. If no successor Administrative Agent shall have been so appointed by the Majority Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be Lender or shall be another commercial bank or trust company organized or licensed under the laws of the United States or of any State thereof reasonably acceptable to the Borrower. In addition to the foregoing right of the Administrative Agent to resign, the Majority Lenders may remove the Administrative Agent at any time, with or without cause, concurrently with the appointment by the Majority Lenders of a successor Administrative Agent. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent, Agent and the retiring or removed Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the 103 performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) execute and deliver to such successor Administrative Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent of the security interests created under the Collateral Documents, whereupon such retiring or removed Administrative Agent shall be discharged from its duties and obligations under this Agreementhereunder. After any retiring or removed Administrative Agent's resignation or removal hereunder as Administrative Agent, the provisions of this Article IX Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under the Loan Documentshereunder. For purposes of this Section 9.7, any reference to "Administrative Agent" also shall be deemed to be and include a reference to "Collateral Agent."

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders Banks and the Borrower. In addition, with any such resignation to become effective only upon if the appointment of a successor Administrative Agent pursuant at any time shall have been determined to this Section 9.06have committed gross negligence or willful misconduct by a court of competent jurisdiction in a final and non-appealable judgment in connection with its performance of its duties as Administrative Agent hereunder or if the Commitment and Loans 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 Majority Lenders Required Banks shall have the right to appoint a successor Administrative Agent, Agent with the consent of the Borrower (which consent will not be unreasonably withheld or delayed and each Bank and its Affiliates shall be a Lender or another commercial bank or trust company reasonably acceptable to deemed approved); provided that the consent of the Borrower organized or licensed under the laws shall not be required if an Event of the United States, or of any State thereofDefault shall have occurred and be continuing. If no successor Administrative Agent shall have been so appointed by the Majority LendersRequired Banks, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of Agent gives notice of resignation, 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 Lender or shall be another a commercial bank or trust company organized or licensed under the laws of the United States of America or of any State thereof reasonably acceptable to the Borrower. In addition to the foregoing right and having a combined capital and surplus of the Administrative Agent to resignat least $500,000,000, the Majority Lenders may remove the Administrative Agent total assets of at any time, with least $25,000,000,000 and a long-term senior unsecured indebtedness rating of BBB+ or without cause, concurrently with the appointment better by the Majority Lenders of a successor Administrative AgentS&P (if rated by S&P) and Baa1 by Xxxxx’x (if rated by Xxxxx’x). Upon the acceptance of any its appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreementhereunder first accruing or arising after the effective date of such retirement. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan DocumentsAgent.

Successor Administrative Agent. The Administrative Agent may resign at any time as Administrative Agent under the Loan Documents and Other Related Documents by giving written notice thereof to the Lenders and the Borrower, with any such resignation to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 9.06. Upon any such resignation, the Majority Requisite Lenders shall have the right to appoint a successor Administrative AgentAgent which appointment shall, which shall provided no Default or Potential Default exists, be a Lender or another commercial bank or trust company reasonably acceptable subject to the Borrower’s approval, Loan No. 1013851 which approval shall not be unreasonably withheld or delayed (except that the Borrower organized or licensed under the laws shall, in all events, be deemed to have approved each Lender and any of the United States, or of any State thereofits Affiliates as a successor Administrative Agent). If no successor Administrative Agent shall have been so appointed by in accordance with the Majority Lendersimmediately preceding sentence, and shall have accepted such appointment, within 30 thirty (30) days after the retiring current Administrative Agent's ’s giving of notice of resignation, then the retiring current Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a Lender, if any Lender or shall be another commercial bank or trust company organized or licensed under the laws of the United States or of any State thereof reasonably acceptable willing to the Borrower. In addition to the foregoing right of the Administrative Agent to resignserve, the Majority Lenders may remove the Administrative Agent at any time, with or without cause, concurrently with the appointment by the Majority Lenders of a successor Administrative Agentand otherwise shall be an Eligible Assignee. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring current Administrative Agent, and the retiring current Administrative Agent shall be discharged from its duties and obligations under this Agreementthe Loan Documents and the Other Related Documents. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX 12. shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under the Loan Documents and the Other Related Documents. Additionally, if (x) there is no Default in existence and it is determined by Borrower, Lenders (other than any Lender or its Affiliates acting as Administrative Agent) and a court of competent jurisdiction in a non-appealable judgment, that Administrative Agent has engaged in gross negligence or willful misconduct, the Lenders may remove Administrative Agent from its role as Administrative Agent, without affecting Administrative Agent’s rights or obligations as a Lender or (y) there is a Default in existence, and it is determined by Lenders (other than any Lender or its Affiliates acting as Administrative Agent) and a court of competent jurisdiction in a non-appealable judgment, that Administrative Agent has engaged in gross negligence or willful misconduct, the Lenders may remove Administrative Agent from its role as Administrative Agent, without affecting Administrative Agent’s rights or obligations as a Lender. Notwithstanding anything contained herein to the contrary, Administrative Agent may assign its rights and duties under the Loan Documents and the Other Related Documents to any of its Affiliates by giving the Borrower and each Lender prior written notice.

Successor Administrative Agent. The Administrative Agent may resign at any time as Administrative Agent under the Loan Documents and Other Related Documents by giving written notice thereof to the Lenders and the Borrower, with any such resignation to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 9.06. Upon any such resignation, the Majority Requisite Lenders shall have the right to appoint a successor Administrative AgentAgent which appointment shall, provided no Default or Potential Default exists, be subject to Borrower’s approval, which approval shall not be unreasonably withheld or delayed (except that Borrower shall, in all events, be deemed to have approved each Lender and any of its Affiliates as a Lender or another commercial bank or trust company reasonably acceptable to the Borrower organized or licensed under the laws of the United States, or of any State thereofsuccessor Administrative Agent). If no successor Administrative Agent shall have been so appointed by in accordance with the Majority Lendersimmediately preceding sentence, and shall have accepted such appointment, within 30 thirty (30) days after the retiring current Administrative Agent's ’s giving of notice of resignation, then the retiring current Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a Lender, if any Lender or shall be another commercial bank or trust company organized or licensed under the laws of the United States or of any State thereof reasonably acceptable willing to the Borrower. In addition to the foregoing right of the Administrative Agent to resignserve, the Majority Lenders may remove the Administrative Agent at any time, with or without cause, concurrently with the appointment by the Majority Lenders of a successor Administrative Agentand otherwise shall be an Eligible Assignee. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring current Administrative Agent, and the retiring current Administrative Agent shall be discharged from its duties and obligations under this Agreementthe Loan Documents and the Other Related Documents. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX 11. shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under the Loan Documents and the Other Related Documents. Notwithstanding anything contained herein to the contrary, Administrative Agent may assign its rights and duties under the Loan Documents and the Other Related Documents to any of its Affiliates by giving Borrower and each Lender prior written notice.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrowertime, with any such resignation to become effective only upon the appointment and acceptance of a successor Administrative Agent pursuant as provided below, by giving at least five days’ written notice thereof to this Section 9.06each Lender and the Borrower and may be removed at any time with cause by the Required Lenders (without regard to the first proviso in the definition thereof). Upon any such resignationresignation or removal, the Majority Lenders acting jointly shall have appoint a successor Administrative Agent. Each Lender agrees that it shall not unreasonably withhold or delay its approval of the right to appoint appointment of a successor Administrative Agent, which shall be a Lender or another commercial bank or trust company reasonably acceptable to an Eligible Successor Agent (as defined below); provided that so long as no Event of Default has occurred (that has not been waived), the consent of the Borrower organized (not to be unreasonably withheld or licensed under delayed) shall be required for the laws of the United States, or appointment of any State thereofsuccessor Administrative Agent. If no such successor Administrative Agent shall have been so appointed by the Majority Lendersappointed, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's ’s giving of notice of resignationresignation or the removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the LendersSecured Parties, appoint a successor AmericasActive:18709990.5 Administrative Agent, Agent which successor Administrative Agent shall be Lender or shall be another either (i) a commercial bank or trust company organized or licensed under the laws of the United States or of any State state thereof reasonably acceptable to the Borrower. In addition to the foregoing right and have a combined capital and surplus of the Administrative Agent to resignat least $50,000,000 or (ii) an Affiliate of such a bank (each, the Majority Lenders may remove the Administrative Agent at any time, with or without cause, concurrently with the appointment by the Majority Lenders of a successor Administrative an “Eligible Successor Agent”). Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under the Loan Documentsthis Agreement.

Successor Administrative Agent. The Subject to the penultimate sentence of this Section 7.6, the Administrative Agent may resign at any time as Administrative Agent under the Note Documents by giving 30 days' written notice thereof to the Lenders Purchasers, Nortel and the Borrower, with any such resignation to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 9.06Company. Upon any such resignation, the Majority Lenders Required Purchasers shall have the right to appoint a successor Administrative Agent, which shall be reasonably satisfactory to Nortel, unless the [***] shall have occurred, and the Company, unless a Lender Default or another commercial bank or trust company reasonably acceptable to the Borrower organized or licensed under the laws Event of the United States, or of any State thereofDefault shall then exist. If no successor Administrative Agent shall have been so appointed by the Majority LendersRequired Purchasers, and shall have accepted such appointment, within 30 60 days after the retiring Administrative Agent's giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lendersother Purchaser Parties, appoint a successor Administrative Agent, which shall (i) be Lender a financial institution or shall be another commercial bank a branch or trust company agency of a financial institution, organized or licensed to do business under the laws of the United States of America or of any State thereof reasonably acceptable and (ii) be entitled to the Borrower. In addition to the foregoing right of the Administrative Agent to resign, the Majority Lenders may remove the Administrative Agent at any time, with or without cause, concurrently with the appointment by the Majority Lenders of a successor Administrative Agentcharge customary administrative agency fees. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from of its duties and obligations under this Agreementthe Note Documents. After Upon any retiring Administrative Agent's resignation or removal hereunder as Administrative Agentresignation, the provisions of this Article IX VII (as well as other expense reimbursement, indemnification and exculpatory provisions in the other Note Documents) shall inure to continue in effect for its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under the Loan DocumentsAgent.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower, Borrower and may be removed Credit Agreement at any time with any such resignation to become effective only upon or without cause by the appointment of a successor Administrative Agent pursuant to this Section 9.06Majority Lenders. Upon any such resignationresignation or removal, the Majority Lenders shall have the right to appoint a successor Administrative Agent, which shall be a Lender or another commercial bank or trust company reasonably acceptable to the Borrower organized or licensed under the laws Agent so long as all of the United Stateslong-term public senior debt securities of such successor Administrative Agent are rated at least "BBB-" by Standard & Poor's Corporation or "Baa3" by Xxxxx'x Investors Service, or Inc. at the time of any State thereofits acceptance of appointment as successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Majority Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of notice of resignationresignation or the Majority Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be Lender or shall be another a commercial bank or trust company organized or licensed under the laws of the United States of America or of any State thereof reasonably acceptable to the Borrower. In addition to the foregoing right thereof, having a combined capital and surplus of the Administrative Agent to resignat least $50,000,000 and all of whose long-term public senior debt securities are rated at least "BBB-" by Standard & Poor's Corporation or at least "Baa3" by Xxxxx'x Investors Service, the Majority Lenders may remove the Administrative Agent at any time, with or without cause, concurrently with the appointment by the Majority Lenders of a successor Administrative Agent. Inc. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent's resignation or removal hereunder as Administrative Agent, the provisions of this Article IX VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under the Loan Documentsthis Agreement.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders Banks and the Borrower, with any such resignation to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 9.06Company. Upon any such resignation, the Majority Lenders Required Banks shall have the right right, after consultation with the Company, to appoint a successor Administrative Agent, which shall be a Lender or another commercial bank or trust company reasonably acceptable to the Borrower organized or licensed under the laws of the United States, or of any State thereof. If no successor Administrative Agent shall have been so appointed by the Majority LendersRequired Banks, and shall have accepted such appointment, within 30 90 days after the retiring Administrative Agent's giving of Agent gives notice of resignation, then the retiring Administrative Agent may, on behalf of the LendersBanks, appoint a successor Administrative Agent, which shall be Lender or shall be another a commercial bank or trust company organized or licensed under the laws of the United States or of any State thereof reasonably acceptable to the Borrower. In addition to the foregoing right and having a combined capital and surplus of at least $50,000,000; provided that if the Administrative Agent shall notify the Company and the Banks that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with the retiring Administrative Agent’s giving notice of such resignation and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the Notes and (2) all payments, communications and determinations provided to resignbe made by, the Majority Lenders may remove to or through the Administrative Agent at any timeshall instead be made by or to each Bank directly, with or without cause, concurrently with until such time as the appointment by the Majority Lenders of Required Banks appoint a successor Administrative AgentAgent as provided for above in this Section. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under hereunder (if not already discharged therefrom as provided above in this AgreementSection). After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX and Section 11.3 shall continue in effect and inure to the benefit of the retiring Administrative Agent and its benefit as to sub-agents in respect of any actions taken or omitted to be taken by it while it was the retiring Administrative Agent under the Loan Documentswas acting as Administrative Agent.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written upon 30 days’ notice thereof to the Lenders Banks and the Borrower, with any such resignation to become effective only upon . If the appointment of a successor Administrative Agent pursuant to resigns under this Section 9.06. Upon any such resignationAgreement, the Majority Lenders Banks shall have appoint from among the right to appoint Banks a successor Administrative Agentadministrative agent for the Banks, which successor shall be a Lender or another commercial bank or trust company reasonably acceptable to require the prior written consent of the Borrower organized or licensed under at all times other than during the laws existence of an Event of Default (which consent of the United States, Borrower shall not be unreasonably withheld or of any State thereofdelayed). If no successor is appointed prior to the effective date of the resignation, the resigning Administrative Agent shall have been so appointed by may appoint, after consulting with the Majority LendersBanks and Xxxxxxxx, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agentadministrative agent, which shall be Lender or shall be another commercial bank or trust company organized or licensed under from among the laws of the United States or of any State thereof reasonably acceptable to the Borrower. In addition to the foregoing right of the Administrative Agent to resign, the Majority Lenders may remove the Administrative Agent at any time, with or without cause, concurrently with the appointment by the Majority Lenders of a successor Administrative AgentBanks. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Administrative Agenthereunder, the Person acting as such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Administrative Agent, and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be discharged from its duties terminated, and obligations under this Agreementwithout any other or further act or deed on the part of any Person. After any the retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agenthereunder, the provisions of this Article IX VII and Section 8.4 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment by the Loan Documentsdate which is 30 days following the Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Banks shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Majority Xxxxx appoint a successor administrative agent as provided for above. If the Administrative Agent becomes a Defaulting Bank, then the Borrower may remove the Administrative Agent from its role as Administrative Agent and, as applicable, as an L/C Issuer and Bank, upon at least ten (10) Business Days prior written notice to the Administrative Agent; provided that (i) such notice shall provide that the effectiveness of such removal shall be contingent upon an appointment of a successor administrative agent (such appointed successor agent, a “Successor Agent”); (ii) the Borrower shall appoint from among the Banks a successor administrative agent for the Banks, which successor shall be consented to by the Majority Banks (which consent shall not be unreasonably withheld, delayed or conditioned); (iii) such appointment shall be accepted by the Successor Agent, in its sole discretion and in writing; (iv) prior to the effectiveness of such removal, the Borrower shall have replaced such Defaulting Bank or terminated its Commitment, in each case, as contemplated by Section 2.18(b), replaced such Defaulting Bank as Swingline Lender and Cash Collateralized or replaced all Letters of Credit issued by such Defaulting Bank in its capacity as an L/C Issuer and (v) such Defaulting Bank shall otherwise be subject to the provisions of Section 2.19.

Successor Administrative Agent. The Administrative Agent may resign as to any or all of the Facilities at any time by giving written notice thereof to the Lenders Lender Parties and the Borrower, Borrower and may be removed as to all of the Facilities at any time with any such resignation to become effective only upon or without cause by the appointment of a successor Administrative Agent pursuant to this Section 9.06Required Lenders. Upon any such resignationresignation or removal, the Majority Required Lenders shall have the right to appoint a successor Administrative Agent, which shall be a Lender or another commercial bank or trust company reasonably acceptable Agent as to the Borrower organized or licensed under the laws such of the United States, Facilities as to which the Administrative Agent has resigned or of any State thereofbeen removed. If no successor Administrative Agent shall have been so appointed by the Majority Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of notice of 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 Lender or shall be another a commercial bank or trust company organized or licensed under the laws of the United States or of any State state thereof reasonably acceptable to the Borrower. In addition to the foregoing right and having a combined capital and surplus of the Administrative Agent to resign, the Majority Lenders may remove the Administrative Agent at any time, with or without cause, concurrently with the appointment by the Majority Lenders of a successor Administrative Agentleast $250,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative AgentAgent as to all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, 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 the Loan Documents. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent as to less than all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent as to such Facilities, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facilities, issuances of Letters of Credit (notwithstanding any resignation as Administrative Agent with respect to the Letter of Credit Facility) and payments by the Borrower in respect of such Facilities, and the retiring Administrative Agent shall be discharged from its duties and obligations under this AgreementAgreement as to such Facilities, other than as aforesaid. After any retiring Administrative Agent's resignation or removal hereunder as Administrative AgentAgent as to all of the Facilities, the provisions of this Article IX VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent as to any Facilities under the Loan Documentsthis Agreement.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders Banks and the Borrower, Borrower and may be removed at any time with any such resignation to become effective only upon or without cause by the appointment of a successor Administrative Agent pursuant to this Section 9.06Majority Banks. Upon any such resignationresignation or removal of the Administrative Agent, the Majority Lenders Banks shall have the right to appoint a successor Administrative Agent, which shall be a Lender or another commercial bank or trust company reasonably acceptable Agent to assume the Borrower organized or licensed under the laws position as Administrative Agent of the United States, or of any State thereofretiring Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Majority LendersBanks, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's ’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 Lender either a Bank hereunder or shall be another a commercial bank or trust company organized or licensed under the laws of the United States or of any State state thereof reasonably acceptable and having a combined capital and surplus of at least $500,000,000 (or its equivalent in another currency). The Borrower shall have the right to approve any successor Administrative Agent, which approval shall not be unreasonably withheld (in all such cases the Borrower. In addition Borrower shall be entitled to the foregoing 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 to resign, shall be suspended during the Majority Lenders may remove the Administrative Agent at any time, with or without cause, concurrently with the appointment by the Majority Lenders continuance of a successor Administrative Agentsuch Event of Default. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under the Loan Documentsthis Agreement.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written as Administrative Agent upon 30 days’ notice thereof to the Lenders Banks and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, with then the Majority Banks shall appoint from among the Banks a successor agent for the Banks, which successor agent shall be approved by the Borrower, whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such resignation former Agent or any of the parties to become effective only upon this Agreement or any holders of any amounts payable hereunder; provided that if an Event of Default has occurred and is continuing, no consent of the appointment of Borrower shall be required. If a successor Administrative Agent pursuant to this Section 9.06. Upon any such resignationshall not have been so appointed within said 30-day period, the Majority Lenders shall have the right to Administrative Agent may then appoint a successor Administrative Agent, which Agent who shall be a Lender or another commercial bank or trust company reasonably acceptable to the Borrower organized financial institution engaged or licensed under the laws of the United States, or of any State thereof. If no successor Administrative Agent shall have been so appointed by the Majority Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be Lender or shall be another commercial bank or trust company organized or licensed to conduct banking business under the laws of the United States or with an office in New York City and that has total assets in excess of any State thereof reasonably acceptable to the Borrower. In addition to the foregoing right of the Administrative Agent to resign, the Majority Lenders may remove the Administrative Agent at any time, with or without cause, concurrently with the appointment by the Majority Lenders of a successor Administrative Agent. Upon the acceptance of any appointment $500,000,000 and who shall serve as Administrative Agent hereunder by a successor Administrative Agentuntil such time, such successor if any, as an 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 Agreementhave been appointed as provided above. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX X shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents.. Notwithstanding anything to the contrary contained herein, no Bank identified as an “Agent” or “Arranger,” other than the Administrative Agent, shall have the right, power, obligation, liability, responsibility or duty under this Agreement or any Loan Document other than those applicable to all Banks as such. Without limiting the foregoing, none of the Banks so identified shall have or be deemed to have any fiduciary relationship with any Bank. Each Bank acknowledges that it has not relied, and will not rely, on any of the Banks so identified in deciding to enter into this Agreement or not taking action hereunder. 57

Successor Administrative Agent. The Each Lender agrees that First Chicago shall serve as Administrative Agent at all times during the term of this Facility, except that First Chicago may resign as Administrative Agent in the event (x) First Chicago and Borrower shall mutually agree in writing or (y) an Event of Default shall occur under the Loan Documents (irrespective of whether such Event of Default subsequently is waived), or (z) First Chicago shall determine, in its sole reasonable discretion, that because of its other banking relationships with the Consolidated Group at the time of such decision First Chicago's resignation as Administrative Agent would be necessary in order to avoid creating an appearance of impropriety on the part of First Chicago. First Chicago (or any successor Administrative Agent) may be removed as Administrative Agent by written notice received by Administrative Agent from all of the other Lenders at any time with cause (i.e., a breach by giving written notice thereof to the Lenders and the Borrower, with First Chicago (or any such resignation to become effective only upon the appointment of a successor Administrative Agent) of its duties as Administrative Agent pursuant to this Section 9.06hereunder). Upon any such resignationresignation or removal, Credit Lyonnais shall be the successor Administrative Agent (unless objected to by the Required Lenders) or, if Credit Lyonnais declines or is so objected to, the Majority Required Lenders shall have the right to appoint appoint, on behalf of the Borrower and the Lenders, a successor Administrative AgentAgent with the consent of the Borrower, which consent shall not be a Lender or another commercial bank or trust company reasonably acceptable to the Borrower organized or licensed under the laws unreasonably withheld and shall not be required if an Event of the United States, or of any State thereofDefault has occurred. If no successor Administrative Agent shall have been so appointed by the Majority Lenders, Required Lenders and shall have accepted such appointment, appointment within 30 thirty days after the retiring Administrative Agent's giving of notice of resignation, then the retiring Administrative Agent maymay appoint, on behalf of the Borrower and the Lenders, appoint a successor Administrative Agent, which . Such successor Administrative Agent shall be Lender or shall be another a commercial bank or trust company organized or licensed under the laws having capital and retained earnings of the United States or of any State thereof reasonably acceptable to the Borrower. In addition to the foregoing right of the Administrative Agent to resign, the Majority Lenders may remove the Administrative Agent at any time, with or without cause, concurrently with the appointment by the Majority Lenders of a successor Administrative Agentleast $100,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative AgentAgent (including the right to receive any fees for performing such duties which accrue thereafter), and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under this Agreementthe other Loan Documents. After any retiring Administrative Agent's resignation or removal hereunder as Administrative Agent, the provisions of this Article IX XII shall inure to continue in effect for its benefit as to and that of the other Lenders in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent hereunder and under the other Loan Documents.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving five Business Days' written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause (i) by the Majority Lenders with the Borrower's approval, which approval shall not unreasonably be withheld, or (ii) by the Borrower, with any such resignation subject to become effective only upon the appointment approval of a successor Administrative Agent pursuant to this Section 9.06the Majority Lenders, which approval shall not unreasonably be withheld. Upon any such resignationresignation or removal, the Borrower shall have the right to appoint a successor Administrative Agent, subject to the Majority Lenders' approval, which approval shall not be unreasonably withheld; PROVIDED, HOWEVER, that upon and during the continuance of an Event of Default, the Majority Lenders shall have the right to appoint a successor Administrative Agent, which shall be a Lender or another commercial bank or trust company reasonably acceptable to the Borrower organized or licensed under the laws of the United States, or of any State thereof. If no successor Administrative Agent shall have been so appointed by the Majority Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of notice of resignationresignation or the Majority Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be Lender or shall be another a commercial bank or trust company organized or licensed under the laws of the United States of America or of any State thereof reasonably acceptable to the Borrower. In addition to the foregoing right and having a combined capital and surplus of the Administrative Agent to resign, the Majority Lenders may remove the Administrative Agent at any time, with or without cause, concurrently with the appointment by the Majority Lenders of a successor Administrative Agentleast $500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent's resignation or removal hereunder as Administrative Agent, the provisions of this Article IX VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under the Loan Documentsthis Agreement.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders, the Fronting Banks and the Borrowers and may be removed at any time with or without cause by the Majority Lenders and the Borrower, with any such resignation to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 9.06Fronting Banks. Upon any such resignationresignation or removal, the Majority Lenders and the Fronting Banks shall have the right right, with the prior written consent of the Borrowers (unless an Event of Default has occurred and is continuing), which consent shall not be unreasonably withheld or delayed, to appoint a successor Administrative Agent, which shall be a Lender or another commercial bank or trust company reasonably acceptable to the Borrower organized or licensed under the laws of the United States, or of any State thereof. If no successor Administrative Agent shall have been so appointed by the Majority LendersLenders and the Fronting Banks, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's ’s giving of notice of resignationresignation or such removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the LendersLenders and the Fronting Banks, appoint a successor Administrative Agent, which shall be a Lender or shall be another an Affiliate of a Lender and (i) a commercial bank or trust company organized or licensed under the laws of the United States States, or of any State thereof reasonably acceptable to or (ii) a commercial bank organized under the Borrower. In addition to the foregoing right laws of any other country that is a member of the Administrative Agent to resign, the Majority Lenders may remove the Administrative Agent at any time, with OECD or without cause, concurrently has concluded special lending arrangements with the appointment by International Monetary Fund associated with its “General Arrangements to Borrow”, or a political subdivision of any such country, provided that such bank is acting through a branch or agency located in the Majority Lenders United States and shall have a combined capital and surplus of a successor Administrative Agentat least $250,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. Notwithstanding the Loan Documentsforegoing, if no Event of Default or Unmatured Default shall have occurred and be continuing, then no successor Administrative Agent shall be appointed under this Section 7.06 without the prior written consent of the Borrowers, which consent shall not be unreasonably withheld or delayed.

Successor Administrative Agent. The ------------------------------ Administrative Agent may resign at any time by giving five Business Days' written notice thereof to the Lenders and the BorrowerCompany and may be removed at any time with or without cause (i) by the Majority Lenders with the Company's approval, with any such resignation which approval shall not unreasonably be withheld, or (ii) by the Company, subject to become effective only upon the appointment approval of a successor Administrative Agent pursuant to this Section 9.06the Majority Lenders, which approval shall not unreasonably be withheld. Upon any such resignationresignation or removal, the Company shall have the right to appoint a successor Administrative Agent, subject to the Majority Lenders' approval, which approval shall not be unreasonably withheld; provided that upon and during the continuance of an Event of Default, the Majority Lenders shall have the right to appoint a successor Administrative Agent, which shall be a Lender or another commercial bank or trust company reasonably acceptable to the Borrower organized or licensed under the laws of the United States, or of any State thereof. If no successor Administrative Agent shall have been so appointed by the Majority Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of notice of resignationresignation or the Majority Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be Lender or shall be another a commercial bank or trust company organized or licensed under the laws of the United States of America or of any State thereof reasonably acceptable to the Borrower. In addition to the foregoing right and having a combined capital and surplus of the Administrative Agent to resign, the Majority Lenders may remove the Administrative Agent at any time, with or without cause, concurrently with the appointment by the Majority Lenders of a successor Administrative Agentleast $500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, 364-DAY CREDIT AGREEMENT - 45 - privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent's resignation or removal hereunder as Administrative Agent, the provisions of this Article IX VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under the Loan Documentsthis Agreement.

Successor Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent as provided below, the Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time for cause by the Required Lenders upon notice in writing to Borrower, with any such resignation to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 9.06. Upon any such resignationresignation or removal, the Majority Required Lenders shall have the right to appoint a successor Administrative AgentAgent which appointment, which so long as no Event of Default has occurred and is then continuing under Section 8.1(b), (f) or (g), shall be a Lender or another commercial bank or trust company reasonably acceptable subject to the Borrower organized or licensed under the laws consent of the United StatesBorrower, or of any State thereofacting reasonably. (a) If no successor Administrative Agent shall have been so appointed by the Majority LendersRequired Lenders or (b) if appointed, and no successor Administrative Agent shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Administrative Agent's giving of Agent gave notice of resignationresignation or the Required Lenders removed the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, Agent which shall be any Lender or shall be another a commercial bank or trust company organized or licensed under the laws of the United States of America or any political subdivision thereof which has combined capital and reserves in excess of any State thereof reasonably acceptable $250,000,000, so long as no Event of Default has occurred and is then continuing under Section 8.1(b), (f) or (g), shall be subject to the Borrower. In addition to the foregoing right consent of the Administrative Agent to resignBorrower, the Majority Lenders may remove the Administrative Agent at any time, with or without cause, concurrently with the appointment by the Majority Lenders of a successor Administrative Agentacting reasonably. Upon the acceptance of any such appointment as Administrative Agent hereunder by a successor Administrative Agent, Agent such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, duties and duties obligations of the retiring Administrative Agent, Agent and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under this Agreementthe other Loan Documents. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, Agent the provisions of this Article IX and all other indemnity and exculpatory provisions contained herein or in the other Loan Documents shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent under or thereafter taken by it with respect to any transfer of agency. The fees payable by Borrower to a successor Administrative Agent shall be the Loan Documentssame as those payable to its predecessor unless otherwise agreed between Borrower and such successor. In the event that the Administrative Agent or any of its respective Affiliates ceases to be a Lender hereunder, such Person shall resign its agency hereunder.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving thirty days’ prior written notice thereof to the Lenders and the BorrowerNewPageCo, with any such resignation to become effective only upon the appointment of a successor and Administrative Agent pursuant may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to this Section 9.06NewPageCo and Administrative Agent and signed by Requisite Lenders. Upon any such resignationnotice of resignation or any such removal, the Majority Requisite Lenders shall have the right right, upon five Business Days’ notice to NewPageCo, to appoint a successor Administrative Agent, which shall be a Lender or another commercial bank or trust company reasonably acceptable to the Borrower organized or licensed under the laws ; provided that so long as no Event of the United States, or of any State thereof. If no Default then exists such successor Administrative Agent shall have been so appointed approved in writing by the Majority Lenders, and NewPageCo which approval shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall not be Lender unreasonably withheld or shall be another commercial bank or trust company organized or licensed under the laws of the United States or of any State thereof reasonably acceptable to the Borrower. In addition to the foregoing right of the Administrative Agent to resign, the Majority Lenders may remove the Administrative Agent at any time, with or without cause, concurrently with the appointment by the Majority Lenders of a successor Administrative Agentdelayed. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent, Agent and the retiring or removed Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) execute and deliver to such successor Administrative Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent of the security interests created under the Collateral Documents, whereupon such retiring or removed Administrative Agent shall be discharged from its duties and obligations under this Agreementhereunder. After any retiring or removed Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under the Loan Documentshereunder.

Successor Administrative Agent. The Administrative Agent may resign at any time time, effective upon the appointment and acceptance of a successor Administrative Agent as provided below, by giving at least five (5) days' written notice thereof to each Lender and the Borrower and may be removed at any time with cause by the Lenders and the Borrower, with acting jointly. Upon any such resignation or removal, the Required Lenders shall appoint a successor Administrative Agent, subject to become effective only upon the approval of the Borrower or the Servicer on behalf of the Borrower (which approval shall not be (i) unreasonably withheld, conditioned or delayed or (ii) required at any time during the continuance of an Event of Default or after the declaration or automatic occurrence of the Facility Maturity Date). Each Lender agrees that it shall not unreasonably withhold or delay its approval of the appointment of a successor Administrative Agent pursuant to this Section 9.06. Upon any such resignation, the Majority Lenders shall have the right to appoint a successor Administrative Agent, which shall be a Lender or another commercial bank or trust company reasonably acceptable to the Borrower organized or licensed under the laws of the United States, or of any State thereof. If no such successor Administrative Agent shall have been so appointed by the Majority Lendersappointed, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Administrative Agent's 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 Lender or shall be another either (x) a commercial bank or trust company organized or licensed under the laws of the United States or of any State state thereof reasonably acceptable to the Borrower. In addition to the foregoing right and have a combined capital and surplus of the Administrative Agent to resign, the Majority Lenders may remove the Administrative Agent at any time, with least $50,000,000 or without cause, concurrently with the appointment by the Majority Lenders (y) an Affiliate of such a successor Administrative Agentbank. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent's resignation or removal hereunder as Administrative Agent, the provisions of this Article IX shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under the Loan Documents.this Agreement. USActive 55125247.5 157

Successor Administrative Agent. ‌ The Administrative Agent may resign at any time by giving written notice thereof to the Lenders, the Fronting Banks and the Borrowers and may be removed at any time with or without cause by the Majority Lenders and the Borrower, with any such resignation to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 9.06Fronting Banks. Upon any such resignationresignation or removal, the Majority Lenders and the Fronting Banks shall have the right right, with the prior written consent of the Borrowers (unless an Event of Default has occurred and is continuing), which consent shall not be unreasonably withheld or delayed, to appoint a successor Administrative Agent, which shall be a Lender or another commercial bank or trust company reasonably acceptable to the Borrower organized or licensed under the laws of the United States, or of any State thereof. If no successor Administrative Agent shall have been so appointed by the Majority LendersLenders and the Fronting Banks, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's ’s giving of notice of resignationresignation or such removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the LendersLenders and the Fronting Banks, appoint a successor Administrative Agent, which shall be a Lender or shall be another an Affiliate of a Lender and (i) a commercial bank or trust company organized or licensed under the laws of the United States States, or of any State thereof reasonably acceptable to or (ii) a commercial bank organized under the Borrower. In addition to the foregoing right laws of any other country that is a member of the Administrative Agent to resign, the Majority Lenders may remove the Administrative Agent at any time, with OECD or without cause, concurrently has concluded special lending arrangements with the appointment by International Monetary Fund associated with its “General Arrangements to Borrow”, or a political subdivision of any such country, provided that such bank is acting through a branch or agency located in the Majority Lenders United States and shall have a combined capital and surplus of a successor Administrative Agentat least $250,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. Notwithstanding the Loan Documentsforegoing, if no Event of Default or Unmatured Default shall have occurred and be continuing, then no successor Administrative Agent shall be appointed under this Section 7.06 without the prior written consent of the Borrowers, which consent shall not be unreasonably withheld or delayed.

Successor Administrative Agent. The ​ Subject to the appointment and acceptance of a successor Administrative Agent may as provided below, the Administrative Agent may, with the prior written consent of Xxxxxxxxx (which consent shall not be required for so long as an Event of Default has occurred and is continuing), resign at any time by giving 30 days written notice thereof to the Lenders Borrower Representative and the Borrower, with any such resignation to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 9.06Lenders. Upon any such resignation, the Majority Lenders Lenders, with the prior written consent of Xxxxxxxxx (which consent shall not be required (x) if the successor Administrative Agent is an Affiliate or Subsidiary of the Administrative Agent on the date hereof or (y) for so long as an Event of Default has occurred and is continuing), shall have the right to appoint a successor Administrative Agent, which Agent who shall be a Lender or another commercial bank or trust company reasonably acceptable to the Borrower organized or licensed under the laws one of the United States, or Lenders unless none of any State thereofthe Lenders wishes to accept such appointment. If no successor Administrative Agent shall have been so appointed by the Majority Lenders, and shall have accepted such appointment, within 30 days after appointment by the retiring Administrative Agent's giving time of notice of such resignation, then the retiring Administrative Agent may, on behalf of the LendersLenders and with the prior written consent of Borrowers (which consent shall not be required for so long as an Event of Default has occurred and is continuing), appoint a successor Administrative Agent, Agent which shall be Lender a bank with an office in Canada or shall be another commercial bank or trust company organized or licensed under the laws of in the United States or an Affiliate of any State thereof reasonably acceptable to such bank with an office in Canada or in the Borrower. In addition to the foregoing right of the Administrative Agent to resign, the Majority Lenders may remove the Administrative Agent at any time, with or without cause, concurrently with the appointment by the Majority Lenders of a successor Administrative AgentUnited States. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, duties and duties obligations of the retiring Administrative Agent, Agent (in its capacity as Administrative Agent but not in its capacity as a Lender) and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreementhereunder (in its capacity as Administrative Agent but not in its capacity as a Lender). After any retiring Administrative Agent's ’s resignation or removal hereunder as the Administrative Agent, the provisions of this Article IX 0 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent under the Loan Documents.Agent. ​ ​ ​

Successor Administrative Agent. The Administrative Agent may resign shall have ------------------------------ the right, at any time time, to resign as Administrative Agent for the Banks hereunder. Such resignation shall not be effective until a successor agent chosen by giving written notice thereof to the Lenders Majority Banks, and the accepted by Borrower, with any such resignation to become effective only upon shall accept appointment as agent for the appointment of a successor Administrative Agent pursuant to this Section 9.06. Upon any such resignation, the Majority Lenders shall have the right to appoint a successor Administrative Agent, which shall be a Lender or another commercial bank or trust company reasonably acceptable to the Borrower organized or licensed under the laws of the United States, or of any State thereofBanks hereunder. If no successor Administrative Agent shall have been so appointed by the Majority Lenders, Banks and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of Agent has given notice of resignation, then the retiring Administrative Agent may, on behalf of the LendersBanks, appoint a successor Administrative AgentAgent reasonably acceptable to Borrower, which successor Administrative Agent shall be Lender or shall be another a commercial bank or trust company organized or licensed under the laws of the United States of America or of any a State thereof reasonably acceptable to the Borrower. In addition to the foregoing right having a combined capital and surplus of the Administrative Agent to resign, the Majority Lenders may remove the Administrative Agent at any time, with or without cause, concurrently with the appointment by the Majority Lenders of a successor Administrative Agentleast $100,000,000. Upon the acceptance of any appointment as by the successor Administrative Agent hereunder by a successor Administrative Agentof its appointment hereunder, such the successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties obligations of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. The provisions of this Article shall inure to the benefit of the retiring Administrative Agent as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. After any retiring Administrative Agent's resignation or removal hereunder as Administrative Agent, the provisions of this Article IX Exhibit B and Section 11.13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under the Loan Documentsthis Agreement. EXHIBIT C LENDING OFFICES OF BANKS AND ADDRESSES FOR NOTICES -------------------------------------------------- SurFin Ltd. Notice Address: SurFin Ltd. 00 Xxxxxxx Xxxxxx P.O. Box SS-19396 Nassau, Bahamas Attn: Xxxxx Xxxxx With a copy to: SurFin Ltd. 0000 X. Xxxxxxxxxx Xxxx., Xxxxx 000 Xx. Xxxxxxxxxx, XX 00000 Attn: Xxxxxxx Xxxxxxx White Holding B.V. c/o TMF Management B.V. Locatellikade 1 Parnassustoren 1076 AZ Amsterdam The Netherlands Attn: Xxxxx X. van der Sluijs-Xxxxxx With a copy to: White Holding B.V. 0000 X. Xxxxxxxxxx Xxxx., Xxxxx 000 Xx. Xxxxxxxxxx, XX 00000 Attn: Xxxxxxx Xxxxxxx White Holding Mexico, S de X.X. de C.V. c/o Grupo Galaxy Mexicana Attention: Xx. Xxxxxx Xxxxxxx Bld X. Xxxxx Xxxxxxx Xx 1 -101 Col Xxxxxxx Mexico, 11560 D.F. With a copy to: White Holding Mexico, S de X.X. de C.V. 0000 X. Xxxxxxxxxx Xxxx., Xxxxx 000 Xx. Xxxxxxxxxx, XX 00000 Attn: Xxxxxxx Xxxxxxx

Successor Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent as provided below, the Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower, with any such resignation to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 9.06. Upon any such resignation, the Majority Required Lenders shall have the right to appoint a successor Administrative AgentAgent which appointment shall, which shall prior to a Default, be a Lender or another commercial bank or trust company reasonably acceptable subject to the Borrower organized or licensed under the laws consent of the United StatesBorrower, or of any State thereofacting reasonably. If (a) no successor Administrative Agent shall have been so appointed by the Majority LendersRequired Lenders or (b) if appointed, and no successor Administrative Agent shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Administrative Agent's giving of Agent gave notice of resignationresignation or the Required Lenders removed the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, Agent which shall be any Lender or shall be another a commercial bank or trust company organized or licensed under the laws of the United States of America or any political subdivision thereof which has combined capital and reserves in excess of any State thereof $250,000,000 and which shall be reasonably acceptable to the Borrower. In addition to the foregoing right of the Administrative Agent to resign, the Majority Lenders may remove the Administrative Agent at any time, with or without cause, concurrently with the appointment by the Majority Lenders of a successor Administrative Agent. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, Agent such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, duties and duties obligations of the retiring Administrative Agent, Agent and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under this Agreementthe other Loan Documents. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, Agent the provisions of this Article IX shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent. In the event that the Administrative Agent under the Loan Documentsor any of its respective affiliates ceases to be a Lender hereunder, such Person shall resign its agency hereunder.

Successor Administrative Agent. 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 the Banks a written notice thereof to of its resignation as Administrative Agent under the Lenders and the BorrowerLoan Documents, with any such resignation to become be effective only upon the appointment earlier of (i) the written acceptance of the duties of the Administrative Agent under the Loan Documents by a successor Administrative Agent pursuant to this Section 9.06and (ii) on the 30th day after the date of such notice. Upon any such resignation, the Majority Lenders Banks shall have the right to appoint from among the Banks a successor Administrative Agent, which shall be a Lender or another commercial bank or trust company reasonably acceptable to the Borrower organized or licensed under the laws of the United States, or of any State thereof. If no successor Administrative Agent shall have been so appointed by the Majority Lenders, Banks and shall have accepted such appointment, appointment in writing within 30 days after the retiring Administrative Agent's giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the LendersBank, appoint a successor Administrative Agent, which successor Administrative Agent shall be Lender or shall be another a commercial bank or trust company organized or licensed under the laws of the United States or of any State thereof reasonably acceptable to the Borrower. In addition to the foregoing right and having a combined capital, surplus, and undivided profits of the Administrative Agent to resign, the Majority Lenders may remove the Administrative Agent at any time, with or without cause, concurrently with the appointment by the Majority Lenders of a successor Administrative Agentleast $100,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent's rights, powers, privileges and duties as Administrative Agent under the Loan Documents shall be discharged from its duties terminated. The Company, the Guarantor and obligations under this Agreementthe Banks shall execute such documents as shall be necessary to effect such appointment. After any retiring Administrative Agent's resignation or removal hereunder as Administrative Agent, the provisions of this Article IX the Loan Documents shall inure to its benefit as to any actions taken or omitted to be taken by it it, and any amounts owing to it, while it was Administrative Agent under the Loan Documents.was

Successor Administrative Agent. The Administrative Agent may ------------------------------ resign at any time by giving 30 days' written notice thereof to the Lenders Secondary Purchasers, the Seller, the Collection Agent and the Borrower, Purchasers and may be removed at any time with any such resignation to become effective only upon or without cause by the appointment of a successor Administrative Agent pursuant to this Section 9.06Required Secondary Purchasers. Upon any such resignationresignation or removal, the Majority Lenders Secondary Purchasers shall have the right to appoint a successor Administrative Agent, Agent approved by the Seller (which shall approval will not be a Lender unreasonably withheld or another commercial bank or trust company reasonably acceptable to the Borrower organized or licensed under the laws of the United States, or of any State thereofdelayed). If no successor Administrative Agent shall have been so appointed by the Majority LendersSecondary Purchasers, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of notice of resignationresignation or the Secondary Purchasers' removal of the Administrative Agent, then Georgia-Pacific shall appoint a Secondary Purchaser or such other Person approved by the retiring Administrative Agent may, on behalf of the Lenders, appoint Purchasers (which approval will not be unreasonably withheld or delayed) as a successor Administrative Agent. If such successor Administrative Agent is not a Secondary Purchaser, which such successor Administrative Agent shall be Lender or shall be another (a) either (i) a commercial bank having a combined capital and surplus of at least $250,000,000 or trust company organized or licensed under (ii) an Affiliate of such bank and (b) experienced in the laws types of the United States or of any State thereof reasonably acceptable to the Borrower. In addition to the foregoing right of the Administrative Agent to resign, the Majority Lenders may remove the Administrative Agent at any time, with or without cause, concurrently with the appointment transactions contemplated by the Majority Lenders of a successor Administrative Agentthis Agreement. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent's resignation or removal hereunder as Administrative Agent, the provisions of this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under the Loan Documentsthis Agreement.

Successor Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent may as provided below, the Administrative Agent may, with the prior written consent of the Borrower (which consent shall not be required for so long as a Default has occurred and is continuing), resign at any time by giving 30 days written notice thereof to the Lenders Borrower and the Borrower, with any such resignation to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 9.06Credit Parties. Upon any such resignation, the Majority Lenders Lenders, with the prior written consent of the Borrower (which consent shall not be required (x) if the successor Administrative Agent is an Affiliate or Subsidiary of the Administrative Agent or of a Lender on the date hereof or (y) for so long as a Default has occurred and is continuing), shall have the right to appoint a successor Administrative Agent, which Agent who shall be a Lender or another commercial bank or trust company reasonably acceptable to the Borrower organized or licensed under the laws one of the United States, or Lenders unless none of any State thereofthe Lenders wishes to accept such appointment. If no successor Administrative Agent shall have been so appointed by the Majority Lenders, and shall have accepted such appointment, within 30 days after appointment by the retiring Administrative Agent's giving time of notice of such resignation, then the retiring Administrative Agent may, on behalf of the LendersCredit Parties and with the prior written consent of the Borrower (which consent shall not be required for so long as a Default has occurred and is continuing), appoint a successor Administrative Agent, Agent which shall be Lender or shall be another commercial a bank or trust company organized or licensed under the laws of the United States or Canada which has combined capital and reserves in excess of any State thereof reasonably acceptable to the Borrower. In addition to the foregoing right of the Administrative Agent to resign, the Majority Lenders may remove the Administrative Agent at any time, with or without cause, concurrently with the appointment by the Majority Lenders of a successor Administrative Agent$250,000,000 and has an office in Toronto. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, duties and duties obligations of the retiring Administrative Agent, Agent (in its capacity as Administrative Agent but not in its capacity as a Credit Party) and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreementhereunder (in its capacity as Administrative Agent but not in its capacity as a Credit Party). After any retiring Administrative Agent's ’s resignation or removal hereunder as the Administrative Agent, the provisions of this Article IX 14 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent under the Loan Documents.Agent. Second Amended and Restated Credit Agreement

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower, with any but such resignation to shall not become effective only upon the appointment of until acceptance by a successor Administrative Agent administrative agent of its appointment pursuant to this Section 9.06hereto. Upon any such resignation, the Majority Lenders retiring Administrative Agent shall have the right to promptly appoint a successor Administrative Agent, administrative agent from among the Lenders which successor shall be a Lender or another commercial bank or trust company experienced and sophisticated in entertainment industry lending, provided that such replacement is reasonably acceptable (as evidenced in writing) to the Borrower organized or licensed under the laws of the United States, or of any State thereofRequired Lenders. If no successor Administrative Agent administrative agent shall have been so appointed by the Majority Lenders, retiring Administrative Agent and shall have accepted such appointment, within 30 thirty (30) days after the retiring Administrative Agent's ’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, Borrower may appoint a successor Administrative Agentadministrative agent (which successor may be replaced by the Required Lenders; provided that such replacement is experienced and is sophisticated in entertainment industry lending and reasonably acceptable to the Borrower), which shall be either a Lender or shall be another a commercial bank or trust company organized or licensed under the laws of the United States of America or of any State thereof reasonably acceptable to the Borrower. In addition to the foregoing right and having a combined capital and surplus of the Administrative Agent to resign, the Majority Lenders may remove the Administrative Agent at any time, with or without cause, concurrently with the appointment by the Majority Lenders of a successor Administrative Agentleast $250,000,000 and which is experienced and sophisticated in entertainment industry lending. Upon the acceptance of any appointment as Administrative Agent administrative agent hereunder by a successor Administrative Agentadministrative 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 Credit Agreement, the other Fundamental Documents and any other credit documentation. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX 12 and Article 13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under the Loan Documentsthis Credit Agreement.

Successor Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent may as provided below, the Administrative Agent may, with the prior written consent of the Borrower (which consent shall not be required for so long as a Default has occurred and is continuing), resign at any time by giving 30 days written notice thereof to the Lenders Borrower and the Borrower, with any such resignation to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 9.06Finance Parties. Upon any such resignation, the Majority Lenders Lenders, with the prior written consent of the Borrower (which consent shall not be required (x) if the successor Administrative Agent is an Affiliate or Subsidiary of the Administrative Agent or of a Lender on the date hereof or (y) for so long as a Default has occurred and is continuing), shall have the right to appoint a successor Administrative Agent, which Agent who shall be a Lender or another commercial bank or trust company reasonably acceptable to the Borrower organized or licensed under the laws one of the United States, or Lenders unless none of any State thereofthe Lenders wishes to accept such appointment. If no successor Administrative Agent shall have been so appointed by the Majority Lenders, and shall have accepted such appointment, within 30 days after appointment by the retiring Administrative Agent's giving time of notice of such resignation, then the retiring Administrative Agent may, on behalf of the LendersFinance Parties and with the prior written consent of the Borrower (which consent shall not be required for so long as a Default has occurred and is continuing), appoint a successor Administrative Agent, Agent which shall be Lender or shall be another commercial a bank or trust company organized or licensed under the laws of the United States or Canada which has combined capital and reserves in excess of any State thereof reasonably acceptable to the Borrower. In addition to the foregoing right of the Administrative Agent to resign, the Majority Lenders may remove the Administrative Agent at any time, with or without cause, concurrently with the appointment by the Majority Lenders of a successor Administrative Agent$250,000,000 and has an office in Toronto. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, duties and duties obligations of the retiring Administrative Agent, Agent (in its capacity as Administrative Agent but not in its capacity as a Finance Party) and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreementhereunder (in its capacity as Administrative Agent but not in its capacity as a Finance Party). After any retiring Administrative Agent's ’s resignation or removal hereunder as the Administrative Agent, the provisions of this Article IX 14 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent under the Loan DocumentsAgent.

Successor Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent may as provided below, the Administrative Agent may, with the prior written consent of the Borrower (which consent shall not be required for so long as a Default has occurred and is continuing), resign at any time by giving 30 days written notice thereof to the Lenders Borrower and the Borrower, with any such resignation to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 9.06Lenders. Upon any such resignation, the Majority Lenders Lenders, with the prior written consent of the Borrower (which consent shall not be required (x) if the successor Administrative Agent is an Affiliate or Subsidiary of the Administrative Agent on the date hereof or (y) for so long as a Default has occurred and is continuing), shall have the right to appoint a successor Administrative Agent, which Agent who shall be a Lender or another commercial bank or trust company reasonably acceptable to the Borrower organized or licensed under the laws one of the United States, or Lenders unless none of any State thereofthe Lenders wishes to accept such appointment. If no successor Administrative Agent shall have been so appointed by the Majority Lenders, and shall have accepted such appointment, within 30 days after appointment by the retiring Administrative Agent's giving time of notice of such resignation, then the retiring Administrative Agent may, on behalf of the LendersLenders and with the prior written consent of the Borrower (which consent shall not be required for so long as a Default has occurred and is continuing), appoint a successor Administrative Agent, Agent which shall be Lender or shall be another commercial a bank or trust company organized or licensed under the laws of the United States or Canada which has combined capital and reserves in excess of any State thereof reasonably acceptable to the Borrower. In addition to the foregoing right of the Administrative Agent to resign, the Majority Lenders may remove the Administrative Agent at any time, with or without cause, concurrently with the appointment by the Majority Lenders of a successor Administrative Agent$250,000,000 and has an office in Toronto. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, duties and duties obligations of the retiring Administrative Agent, Agent (in its capacity as Administrative Agent but not in its capacity as a Lender) and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreementhereunder (in its capacity as Administrative Agent but not in its capacity as a Lender). After any retiring Administrative Agent's ’s resignation or removal hereunder as the Administrative Agent, the provisions of this Article IX 14 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent under the Loan DocumentsAgent.

Successor Administrative Agent. The Administrative Agent may resign at any time as Administrative Agent under the Loan Documents by giving written notice thereof to the Lenders and the Borrower, with any such resignation to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 9.06. Upon any such resignation, the Majority Requisite Lenders shall have the right to appoint a successor Administrative AgentAgent which appointment shall, provided no Default or Event of Default exists, be subject to the Borrower’s approval, which approval shall not be a Lender unreasonably withheld or another commercial bank or trust company reasonably acceptable to delayed (except that the Borrower organized or licensed under the laws shall, in all events, be deemed to have approved each Lender and any of the United States, or of any State thereofits Affiliates as a successor Administrative Agent). If no successor Administrative Agent shall have been so appointed by in accordance with the Majority Lendersimmediately preceding sentence, and shall have accepted such appointment, within 30 thirty (30) days after the retiring current Administrative Agent's ’s giving of notice of resignation, then the retiring current Administrative Agent may, on behalf of the LendersLenders and the Issuing Bank, appoint a successor Administrative Agent, which shall be a Lender, if any Lender or shall be another commercial bank or trust company organized or licensed under the laws of the United States or of any State thereof reasonably acceptable willing to the Borrower. In addition to the foregoing right of serve, and otherwise shall be an Eligible Assignee; provided that if the Administrative Agent to resign, shall notify the Majority Lenders may remove the Administrative Agent at any time, with or without cause, concurrently with the appointment by the Majority Lenders of a successor Administrative Agent. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, Borrower and the retiring Lenders that no Lender has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the Administrative Agent shall be discharged from its duties and obligations hereunder and under this Agreement. After any retiring Administrative Agent's resignation or removal hereunder as Administrative Agentthe other Loan Documents and (2) all payments, the provisions of this Article IX shall inure to its benefit as to any actions taken or omitted communications and determinations provided to be taken by it while it was made by, to or through the Administrative Agent under shall instead be made to each Lender and the Loan Documents.Issuing Bank directly, until such time