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. Upon any such resignation, the Borrower (with the consent of the Required Lenders, which shall not be unreasonably withheld or delayed) shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Borrower and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation, the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which with the consent of the Borrower, which will not be unreasonably withheld, shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Successor Administrative Agent. The Administrative Agent may may, upon at least twenty (20) days’ notice to each Seller and each Purchaser, resign as Administrative Agent. If the Person serving as Administrative Agent is subject to an Insolvency Event, the Purchasers (excluding the Purchaser that is also the Administrative Agent at any time by giving written notice thereof such time, if applicable) may, to the Lenders extent permitted by applicable Law, by notice in writing to each Seller and such Person remove such Person as Administrative Agent. Any resignation or removal, as the Borrower. Upon any case may be, shall not become effective until a successor agent is appointed by the Purchasers (excluding the Purchaser that is also the Administrative Agent at such resignationtime, the Borrower (if applicable), but with the consent of the Required Lenderseach Seller (provided, which such consent shall not be unreasonably withheld or delayed) shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Borrower and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation, the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which with the consent of the Borrower, which will not be unreasonably withheld, shall be a commercial bank organized delayed or licensed under the laws of the United States of America or of any State thereof conditioned), and having a combined capital and surplus of at least $500,000,000has accepted such appointment. Upon the such 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 or removed, as applicable, Administrative Agent, and the retiring or removed, as applicable, Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under this Agreementthe Purchase Documents. After any retiring or removed, as applicable, Administrative Agent’s resignation hereunder or removal, as Administrative Agentapplicable, hereunder, the provisions of this Section 8 Sections 13 and 14 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this AgreementAgent.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving 30 days’ prior written notice thereof (unless the parties agree otherwise) to the Lenders and the Borrower. Upon any such resignation, the Borrower (with the consent of the Required Lenders, which shall not be unreasonably withheld or delayed) Lenders shall have the right to appoint a successor Administrative AgentAgent reasonably acceptable to the Borrower. If no successor Administrative Agent shall have been so appointed by the Borrower Required Lenders and shall have accepted such appointment, appointment within 30 days after the retiring resigning Administrative Agent’s giving of notice of resignation, the retiring resigning Administrative Agent may, on behalf of the Lenders, may appoint a successor Administrative Agent, which with the consent of the Borrower, which will not be unreasonably withheld, shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000250,000,000. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring resigned Administrative Agent, and the retiring resigned Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent’s resignation hereunder as Administrative Agentresignation, the provisions of this Section 8 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 this Agreement.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Borrower (with the consent of the Required Lenders, which shall not be unreasonably withheld or delayed) Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Borrower Required Lenders, 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 Lenders, appoint a successor Administrative Agent, which with the consent of the Borrower, which will not be unreasonably withheld, shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,00050,000,000. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement(excepting liabilities previously incurred) hereunder. After any retiring Administrative Agent’s 's resignation hereunder as Administrative Agent, the provisions of this Section 8 Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this AgreementAgent.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the BorrowerBorrowers. Upon any such resignation, the Borrower (with the consent of the Required Lenders, which shall not be unreasonably withheld or delayed) Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Borrower 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, appoint a successor Administrative Agent, which with the consent of the Borrower, which will not be unreasonably withheld, shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent’s 's resignation hereunder as Administrative Agent, the provisions of this Section 8 Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Successor Administrative Agent. The 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. Upon any such resignation, the Borrower (with the consent of the Required Lenders, which shall not be unreasonably withheld or delayed) shall Lenders will have the right to appoint another Lender as a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Borrower Required Lenders and shall have accepted such appointment, 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, appoint a successor Administrative Agent, which with the consent of the Borrower, which will not be unreasonably withheld, shall be a commercial bank organized or licensed under the laws of the United States of America U.S. or any state thereof or of any State thereof a foreign country if acting through its U.S. branch and having a combined capital and surplus of at least $500,000,000100,000,000. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, immunities and duties of the retiring resigning Administrative Agent, and the retiring resigning 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 hereunder as Administrative Agent, the provisions of this Section 8 Article 12 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. Each Administrative Agent (including each successor Administrative Agent) agrees that, so long as it is acting as Administrative Agent under this Agreement, it shall be a Lender under this Agreement.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders Banks and the Borrower. Upon any such resignation, the Borrower (with the consent of the Required Lenders, which shall not be unreasonably withheld or delayed) Banks shall have the right to appoint a successor Administrative Agent, subject, so long as no Event of Default shall be continuing, to the approval of such successor Administrative Agent by the Borrower. If no successor Administrative Agent shall have been so appointed by the Borrower Required Banks and approved by the Borrower, 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 LendersBanks, appoint a successor Administrative Agent, which with the consent of the Borrower, which will not be unreasonably withheld, shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000100,000,000 and which is reasonably acceptable to the Borrower. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreementhereunder. After any retiring Administrative Agent’s 's resignation hereunder as Administrative Agent, the provisions of this Section 8 Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this AgreementAgent.

Successor Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent, the Administrative Agent may resign as Administrative Agent at any time upon 15 days notice by giving written notice thereof to notifying the Lenders and the Borrower. Upon any If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, subject to approval by the Borrower, whereupon such resignationsuccessor agent shall succeed to the rights, the Borrower (with the consent powers and duties of the Required Lenders, which shall not be unreasonably withheld or delayed) shall have the right to appoint a successor 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 former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If In the event that no such successor Administrative Agent shall have been is so appointed by the Borrower and shall have accepted such appointment, Required Lenders within 30 days after of the retiring Administrative Agent’s giving of 's notice of resignation, the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which with Agent (subject to the consent approval of the Borrower, which will not be unreasonably withheld, shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement). After any retiring Administrative Agent’s 's resignation hereunder as Administrative Agent, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this AgreementAgreement and the other Loan Documents.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written as Administrative Agent upon thirty days’ notice thereof to the Lenders and the Borrower. Upon Lenders; provided that any such resignationresignation by Bank of America shall also constitute its resignation as L/C Issuer and Swing Line Lender. If the Administrative Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, which successor administrative agent shall be consented to by the Borrower at all times other than during the existence of an Event of Default (with the which consent of the Required Lenders, which Borrower shall not be unreasonably withheld or delayed) shall have the right to appoint a successor Administrative Agent). If no successor Administrative Agent shall have been so administrative agent is appointed by prior to the Borrower and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation, the retiring Administrative Agent may, on behalf effective date of the Lenders, appoint a successor resignation of the Administrative Agent, which the Administrative Agent may appoint, after consulting with the consent of Lenders and the Borrower, which will not be unreasonably withheld, shall be a commercial bank organized or licensed under successor administrative agent from among the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000Lenders. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Administrative Agentadministrative agent hereunder, the Person acting as such successor Administrative Agent administrative agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Administrative Agent, L/C Issuer and Swing Line Lender and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring respective terms “Administrative Agent’s resignation hereunder as Administrative Agent”, the provisions of this Section 8 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.“L/C Issuer” and “

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the BorrowerCompany and may be removed at any time with or without cause by the Majority Lenders. Upon any such resignationresignation or removal, the Borrower (with the consent of the Required Lenders, which shall not be unreasonably withheld or delayed) Majority Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Borrower Majority Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving of notice of resignation, resignation or the Majority Lenders' removal of the retiring Administrative Agent may, on behalf of the LendersAgent, appoint a successor Administrative Agent, which with the consent of the Borrower, which will not be unreasonably withheld, shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,00050,000,000. 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 Section 8 Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the BorrowerBorrower and may be removed at any time with or without cause by the Majority Lenders. Upon any such resignationresignation or removal, the Borrower (with the consent of the Required Lenders, which shall not be unreasonably withheld or delayed) Majority Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Borrower Majority Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving of notice of resignation, resignation or the Majority Lenders' removal of the retiring Administrative Agent, the Administrative Agent may, on behalf of the Lenders, may appoint a successor Administrative Agent, which with the consent of the Borrower, which will not be unreasonably withheld, shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative Agent, the provisions of this Section 8 Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Successor Administrative Agent. The Administrative Agent Agent, upon five (5) days’ notice to the Loan Parties, the other Agents and the Lenders, may voluntarily resign and may be removed at any time time, with or without cause, by giving written notice thereof to Committed Lenders holding in the Lenders aggregate at least sixty-six and two-thirds percent (66 2/3%) of the Aggregate Commitment (excluding the Commitment of Rabobank) and the Borrower. Upon any If the Administrative Agent (other than Rabobank) shall voluntarily resign or be removed as Agent under this Agreement, then the Required Committed Lenders during such resignationfive-day period shall appoint, the Borrower (with the consent of Borrower from among the Required remaining Committed Lenders, which shall not be unreasonably withheld or delayed) shall have the right to appoint a successor Administrative Agent. If no , whereupon such successor Administrative Agent shall have been so appointed by succeed to the Borrower rights, powers and duties of the Administrative Agent and the term “Administrative Agent” shall have accepted mean such successor agent, effective upon its appointment, within 30 days after and the retiring former Administrative Agent’s giving rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of notice such former Administrative Agent or any of resignationthe parties to this Agreement. Upon resignation or replacement of any Agent in accordance with this Section 11.10, the retiring Administrative Agent mayshall execute such UCC-3 assignments and amendments, on behalf of the Lenders, appoint a successor Administrative Agent, which with the consent of the Borrower, which will not be unreasonably withheld, shall be a commercial bank organized or licensed under the laws of the United States of America or and assignments and amendments of any State thereof Liquidity Agreement to which it is a party and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment Transaction Documents, as Administrative Agent hereunder may be necessary to give effect to its replacement by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 8 Article XI and Article X shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Borrower (with the consent of the Required Lenders, which shall not be unreasonably withheld or delayed) Majority Lenders shall have the right to appoint a successor Administrative AgentAgent that, unless a Default or Event of Default shall have occurred and then be continuing, is reasonably acceptable to the Borrower. If no successor Administrative Agent shall have been so appointed by the Borrower Majority Lenders, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which with the consent of the Borrower, which will not be unreasonably withheld, shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus total assets of at least $500,000,0001,000,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the 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 hereunder as Administrative Agent, the provisions of this Section 8 Article 7 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Borrower (with the consent of the Required Lenders, which shall not be unreasonably withheld or delayed) Lenders shall have the right to appoint a successor Administrative AgentAgent from among the Lenders, with the consent of the Borrower, which will not be unreasonably withheld. If no successor Administrative Agent shall have been so appointed by the Borrower Required Lenders and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation, the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which with the consent of the Borrower, which will not be unreasonably withheld, shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section Article 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the BorrowerBorrower and may be removed at any time with or without cause by the Majority Lenders. Upon any such resignationresignation or removal, the Borrower (with the consent of the Required Lenders, which shall not be unreasonably withheld or delayed) Majority Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Borrower Majority Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving of notice of resignationresignation or the Majority Lenders' removal of the retiring Administrative Agent, the then such retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which with the consent of the Borrower, which will not be unreasonably withheld, shall be a commercial bank organized organized, or licensed authorized to conduct a banking business, under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative Agent, the provisions of this Section 8 Article 7 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Successor Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent, the Administrative Agent may resign as Administrative Agent at any time upon 15 days notice by giving written notice thereof to notifying the Lenders and the Borrower. Upon any If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, subject to approval by the Borrower, whereupon such resignationsuccessor agent shall succeed to the rights, the Borrower (with the consent powers and duties of the Required Lenders, which shall not be unreasonably withheld or delayed) shall have the right to appoint a successor 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 former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If In the event that no such successor Administrative Agent shall have been is so appointed by the Borrower and shall have accepted such appointment, Required Lenders within 30 days after of the retiring Administrative Agent’s giving of notice of resignation, the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which with Agent (subject to the consent approval of the Borrower, which will not be unreasonably withheld, shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement). After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this AgreementAgreement and the other Loan Documents.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Borrower (with shall have the consent right to appoint a successor Administrative Agent from among the Lenders, subject to the approval of the Required Lenders, which shall not be unreasonably withheld or delayed) shall have the right to appoint a successor Administrative Agentwithheld. If no successor Administrative Agent shall have been so appointed by the Borrower and approved by the Required Lenders, 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 Lenders, appoint a successor Administrative Agent, which with the consent of the Borrower, which will not be unreasonably withheld, shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000100,000,000. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreementhereunder. After any retiring Administrative Agent’s resignation hereunder Agent resigns as Administrative AgentAgent hereunder, the provisions of this Article and of Section 8 9.03 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this AgreementAgent.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders Banks and the Borrower. Upon any such resignation, the Borrower (Borrower, with the consent of the Required Lenders, which shall Banks (such consent not to be unreasonably withheld or delayed) ), shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Borrower appointed, 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 with the consent of the Borrower, which will not be unreasonably withheld, shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000250,000,000. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreementhereunder; provided that if such successor Administrative Agent is appointed without the consent of the Borrower, such successor Administrative Agent may be replaced by the Borrower with the consent of the Required Banks. After any retiring Administrative Agent’s 's resignation hereunder as Administrative Agent, the provisions of this Section 8 Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this AgreementAgent.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders Banks and the Borrower. Upon any such resignation, the Borrower (with the consent of the Required Lenders, which shall not be unreasonably withheld or delayed) Banks shall have the right to appoint a successor Administrative Agent, with the consent of the Borrower, which shall not be unreasonably withheld. If no successor Administrative Agent shall have been so appointed by the Borrower Required 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, which with the consent of the Borrower, which will not be unreasonably withheld, shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreementhereunder. After any retiring Administrative Agent’s 's resignation hereunder as Administrative Agent, the provisions of this Section 8 Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this AgreementAgent.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders Banks and the Borrower. Upon any such resignation, the Borrower (with the consent of the Required Lenders, which shall not be unreasonably withheld or delayed) Banks shall have the right to appoint a successor Administrative Agent, subject to the approval of the Borrower. If no successor Administrative Agent shall have been so appointed by the Borrower Required Banks, with the approval of 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 with the consent of the Borrowershall be a Bank, which will not be unreasonably withheldif any Bank is willing to accept such appointment, and in any event shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,00050,000,000. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreementhereunder. After any retiring Administrative Agent’s 's resignation hereunder as Administrative Agent, the provisions of this Section 8 Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this AgreementAgent.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders Banks and the Borrower. Upon any such resignation, the Borrower (Borrower, with the consent of the Required Lenders, which shall Banks (such consent not to be unreasonably withheld or delayed) ), shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Borrower appointed, 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 with the consent of the Borrower, which will not be unreasonably withheld, shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000250,000,000. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreementhereunder; provided that if such successor Administrative Agent is appointed without the consent of the Borrower, such successor Administrative Agent may be replaced by the Borrower with the consent of the Required Banks. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 8 Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this AgreementAgent.

Successor Administrative Agent. The Administrative ------------------------------ Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Borrower (with the consent of the Required Lenders, which shall not be unreasonably withheld or delayed) Lenders shall have the right to appoint a successor Administrative AgentAgent with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed). If no successor Administrative Agent shall have been so appointed by the Borrower 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, appoint a successor Administrative Agent, which with the consent of the Borrower, which will not be unreasonably withheld, shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,00050,000,000. 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 hereunder as Administrative Agent, the provisions of this Section 8 Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders Lender Parties and the BorrowerBorrower and may be removed at any time with or without cause by the Required Lenders. Upon any such resignationresignation or removal, the Borrower (with the consent of the Required Lenders, which shall not be unreasonably withheld or delayed) Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Borrower 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 with the consent of the Borrower, which will not be unreasonably withheld, shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreementthe Financing Documents. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative AgentAgent shall have become effective, the provisions of this Section 8 Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreementthe Financing Documents.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving 30 days’ prior written notice thereof (unless the parties agree otherwise) to the Lenders and the Borrower. Upon any such resignation, the Borrower (with the consent of the Required Lenders, which shall not be unreasonably withheld or delayed) Lenders shall have the right to appoint a successor Administrative AgentAgent reasonably acceptable to the Borrower. If no successor Administrative Agent shall have been so appointed by the Borrower Required Xxxxxxx and shall have accepted such appointment, appointment within 30 days after the retiring resigning Administrative Agent’s giving of notice of resignation, the retiring resigning Administrative Agent may, on behalf of the Lenders, may appoint a successor Administrative Agent, which with the consent of the Borrower, which will not be unreasonably withheld, shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000250,000,000. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring resigned Administrative Agent, and the retiring resigned Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent’s resignation hereunder as Administrative Agentresignation, the provisions of this Section 8 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 this Agreement.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving 30 days' prior written notice thereof to the Lenders and the BorrowerBorrowers, and the Administrative Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Borrowers and the Administrative Agent and signed by Requisite Lenders. Upon any such resignationnotice of resignation or any such removal, the Borrower (with the consent of the Required Lenders, which shall not be unreasonably withheld or delayed) Requisite Lenders shall have the right right, upon five Business Days' notice to the Borrowers, to appoint a successor Administrative Agent. If no Agent (provided that such successor Administrative Agent shall have been so appointed by the Borrower and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation, the retiring Administrative Agent may, on behalf of the Lenders, appoint is or simultaneously therewith becomes a successor Administrative Agent, which with the consent of the Borrower, which will not be unreasonably withheld, shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000Lender). Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent, Agent and the retiring or removed Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring or removed Administrative Agent’s 's resignation or removal hereunder as Administrative Agent, the provisions of this Section 8 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the BorrowerBorrower Representative. Upon any such resignation, the Borrower (with the consent of the Required Lenders, which shall not be unreasonably withheld or delayed) Lenders shall have the right right, upon five days' notice to the Borrower Representative, to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Borrower and shall have accepted such appointment, appointment within 30 days after the retiring Administrative Agent’s 's giving of notice of resignation, then, upon five days' notice to the Borrower Representative, the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which with the consent of the Borrower, which will not be unreasonably withheld, shall be a bank which maintains an office in the United States, or a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and thereof, or any Affiliate of such bank, having a combined capital and surplus of at least $500,000,000. . (b) 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 under this Agreement. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative Agent, the provisions of this Section 8 Article XI shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under this Agreement.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders Banks and the BorrowerCompany and may be removed at any time with or without cause by the Majority Banks. Upon any such resignationresignation or removal, the Borrower (with the consent of the Required Lenders, which shall not be unreasonably withheld or delayed) Company shall have the right to appoint a successor Administrative Agent, subject to confirmation by the Majority Banks. If no successor Administrative Agent shall have been so appointed by the Borrower and shall have accepted such appointment, appointment within 30 days after the retiring Administrative Agent’s 's giving of notice of resignation, resignation or the retiring Majority Banks' removal of the Administrative Agent the Administrative Agent may, on behalf of the LendersBanks, appoint a successor Administrative Agent, which with the consent of the Borrower, which will not Agent who shall be unreasonably withheld, willing to accept such appointment. In any event such successor Administrative Agent shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having shall have a combined capital and surplus of at least $500,000,0001,000,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent, and the retiring or removed Administrative Agent shall be discharged from its duties and obligations as agent under this Agreement. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative Agent, Agent the provisions of this Section 8 Article 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the BorrowerCompany. Upon any such resignation, the Borrower (with the consent of the Required Lenders, which shall not be unreasonably withheld or delayed) Lenders shall have the right to appoint appoint, on behalf of the Borrowers and the Lenders, a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Borrower Required Lenders and shall have accepted such appointment, appointment within 30 thirty days after the retiring Administrative Agent’s 's giving of notice of resignation, then the retiring Administrative Agent maymay appoint, on behalf of the Borrowers and the Lenders, appoint a successor Administrative Agent, which with the consent of the Borrower, which will not be unreasonably withheld, . Such successor Administrative Agent shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus retained earnings of at least $500,000,000. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under this Agreementthe other Loan Documents. After any retiring Administrative Agent’s 's resignation hereunder as Administrative Agent, the provisions of this Section 8 Article XII shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent hereunder and under this Agreementthe other Loan Documents.

Successor Administrative Agent. The Administrative Agent may may, and for so long as long as no Event of Default has occurred and is continuing, at the request of the Borrower, shall, resign at any time by giving written notice thereof to the Lenders Banks and the Borrower. Upon any such resignation, the Borrower (shall have the right, with the consent of the Required LendersBanks, which shall such consent not to be unreasonably withheld or delayed) shall have the right withheld, to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Borrower Borrower, and shall have accepted such appointment, within 30 15 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 with the consent of the Borrower, which will not be unreasonably withheld, shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,0001,000,000,000. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreementhereunder. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 8 Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this AgreementAgent.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders Banks and the Borrower. Upon any such resignation, the Borrower (with the consent of the Required Lenders, which shall not be unreasonably withheld or delayed) Banks shall have the right to appoint a successor Administrative Agent, which successor Administrative Agent shall be reasonably acceptable to the Borrower. If no successor Administrative Agent shall have been so appointed by the Borrower Required 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, which with the consent of the Borrower, which will not be unreasonably withheld, shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000100,000,000. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreementhereunder. After any retiring Administrative Agent’s 's resignation hereunder as Administrative Agent, the provisions of this Section 8 Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this AgreementAgent.

Successor Administrative Agent. The Administrative Agent may resign at any time as Administrative Agent under the Loan Documents by giving written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Borrower (Requisite Lenders shall have the right, with the consent of the Required LendersBorrower, which shall such consent not to be unreasonably withheld or delayed) shall have the right withheld, to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Borrower Requisite Lenders and the Borrower, and shall have accepted such appointment, within 30 thirty days after the retiring Administrative Agent’s 's giving of notice of resignation, then the retiring resigning Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which with the consent of the Borrower, which will not be unreasonably withheld, shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and unimpaired surplus in excess of at least $500,000,000100,000,000. 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 former Administrative Agent, and the retiring former Administrative Agent shall be discharged from its duties and obligations under this Agreementthe Loan Documents. After any retiring Administrative Agent’s 's resignation hereunder as Administrative Agent, the provisions of this Section 8 Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreementthe Loan Documents.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the BorrowerBorrowers. Upon any such resignation, the Borrower (with the consent of the Required Lenders, which shall not be unreasonably withheld or delayed) Lenders shall have the right to appoint a successor Administrative Agent, which shall be reasonably satisfactory to the Borrowers. If no successor Administrative Agent shall have been so appointed by the Borrower Required Lenders and shall have accepted such appointment, within 30 thirty (30) days after the retiring Administrative Agent’s 's giving of notice of resignation, the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which with the consent of the Borrower, which will not be unreasonably withheld, shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at a least $500,000,000100,000,000, which shall be reasonably satisfactory to the Borrowers. 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 hereunder as Administrative Agent, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the BorrowerBorrower and may be removed at any time with or without cause by the Majority Lenders. Upon any such resignationresignation or removal, the Borrower (with the consent of the Required Lenders, which shall not be unreasonably withheld or delayed) Majority Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Borrower Majority Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation, resignation or the Majority Lenders’ removal of the retiring Administrative Agent, the Administrative Agent may, on behalf of the Lenders, may appoint a successor Administrative Agent, which with the consent of the Borrower, which will not be unreasonably withheld, shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Section 8 Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the BorrowerBorrower and may be removed at any time with or without cause by the Majority Lenders. Upon any such resignationresignation or removal, the Borrower (with the consent of the Required Lenders, which shall not be unreasonably withheld or delayed) Majority Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Borrower Majority Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving of notice of resignationresignation or the Majority Lendxxx' xxmoval of the retiring Administrative Agent, the then such retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which with the consent of the Borrower, which will not be unreasonably withheld, shall be a commercial bank organized organized, or licensed authorized to conduct a banking business, under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative Agent, the provisions of this Section 8 Article 7 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders Banks and the Borrower. Upon any such resignation, the Borrower Required Banks shall have the right, with (with so long as no Default shall have occurred and be continuing) the consent of the Required LendersBorrower, which shall not be unreasonably withheld or delayed) shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Borrower Required 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, which with the consent of the Borrower, which will not be unreasonably withheld, shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,00050,000,000. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreementthe Loan Documents. After any retiring Administrative Agent’s 's resignation hereunder as Administrative Agent, the provisions of this Section 8 Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this AgreementAgent.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders Lenders, FOC and the BorrowerBorrower and may be removed at any time with or without cause with the written approval of the Majority Lenders. Upon any such resignationresignation or removal, the Borrower (with the consent of the Required Lenders, which shall not be unreasonably withheld or delayed) Majority Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have has been so appointed by the Borrower Majority Lenders, and shall have has 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 with the consent of the Borrower, which will not be unreasonably withheld, shall be a commercial bank organized or licensed under the laws of the United States of America or of any State state thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreementthe Credit Documents. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Section 8 Article 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent agent under this Agreement.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the BorrowerCompany and may be removed at any time with or without cause by the Required Lenders. Upon any such resignationresignation or removal, the Borrower (with the consent of the Required Lenders, which shall not be unreasonably withheld or delayed) Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Borrower 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 Lenders, appoint a successor Administrative Agent, which with the consent of the Borrower, which will not be unreasonably withheld, shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000US$500,000,000 (or the US Dollar Equivalent thereof). Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative Agent, the provisions of this Section 8 Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Successor Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent as provided below, the Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Borrower (with the consent of the Required Lenders, which shall not be unreasonably withheld or delayed) shall Lenders will have the right to appoint another Lender as a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Borrower Required Lenders and shall have accepted such appointment, 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, appoint a successor Administrative Agent, which with the consent of the Borrower, which will not be unreasonably withheld, shall be a commercial bank organized or licensed under the laws of the United States of America U.S. or any state thereof or of any State thereof a foreign country if acting through its U.S. branch and having a combined capital and surplus of at least $500,000,000100,000,000. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, immunities and duties of the retiring resigning Administrative Agent, and the retiring resigning 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 hereunder as Administrative Agent, the provisions of this Section 8 Article 11 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. Each Administrative Agent (including each successor Administrative Agent) agrees that, so long as it is acting as Administrative Agent under this Agreement, it shall be a Lender under this Agreement.

Successor Administrative Agent. The Administrative Agent ------------------------------ may resign at any time by giving written notice thereof to the Lenders and the BorrowerBorrowers. Upon any such resignation, the Borrower (with the consent of the Required Lenders, which shall not be unreasonably withheld or delayed) Lenders shall have the right to appoint a successor Administrative Agent, which shall be reasonably satisfactory to the Borrowers. If no successor Administrative Agent shall have been so appointed by the Borrower Required Lenders and shall have accepted such appointment, within 30 thirty (30) days after the retiring Administrative Agent’s 's giving of notice of resignation, the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which with the consent of the Borrower, which will not be unreasonably withheld, shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at a least $500,000,000100,000,000, which shall be reasonably satisfactory to the Borrowers. 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 hereunder as Administrative Agent, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Successor Administrative Agent. The Administrative Agent ------------------------------ may resign at any time by giving written notice thereof to the Lenders and the BorrowerBorrower and such resignation shall be effective upon the appointment of a successor Administrative Agent as provided herein. Upon any such resignation, the Borrower (with the consent of the Required Lenders, which shall not be unreasonably withheld or delayed) Majority Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Borrower Majority 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, appoint a successor Administrative Agent, which with the consent of the Borrower, which will not be unreasonably withheld, . Any successor Administrative Agent appointed hereunder shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and thereof, or an Affiliate of any such commercial bank, having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent’s 's resignation hereunder as Administrative Agent, the provisions of this Section 8 Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders Lenders, each Issuing Bank and the BorrowerBorrower and may be removed at any time with or without cause by the Majority Lenders. Upon any such resignationresignation or removal, the Borrower (with the consent of the Required Lenders, which shall not be unreasonably withheld or delayed) Majority Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Borrower Majority Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation, resignation or the Majority Lenders’ removal of the retiring Administrative Agent, the Administrative Agent may, on behalf of the Lenders, may appoint a successor Administrative Agent, which with the consent of the Borrower, which will not be unreasonably withheld, shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Section 8 Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders Lenders, the Borrowers and Parent and may be removed at any time with or without cause by the BorrowerMajority Lenders. Upon any such resignationresignation or removal, the Borrower (with the consent of the Required Lenders, which shall not be unreasonably withheld or delayed) Majority Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Borrower Majority Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving of notice of resignationresignation or the Majority Lenders' removal of the retiring Administrative Agent, the then such retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which with the consent of the Borrower, which will not be unreasonably withheld, shall be a commercial bank organized organized, or licensed authorized to conduct a banking business, under the federal laws of the United States of America or of any State thereof Canada and having a combined capital and surplus of at least $500,000,000U.S.$500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative Agent, the provisions of this Section 8 Article 7 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving prior written notice thereof to the Lenders and the BorrowerCompany, and Administrative Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Company and Administrative Agent, as applicable, and signed by Requisite Lenders. The resignation of Administrative Agent shall be effective immediately upon the giving of such notice, whereupon Administrative Agent shall be discharged from its duties and obligations hereunder. In such event, all Credit Document Obligations owing to Administrative Agent shall be due and payable by the Company upon giving of such notice. Upon any such resignationnotice of resignation or any such removal, the Borrower (with the consent of the Required Lenders, which shall not be unreasonably withheld or delayed) Requisite Lenders shall have the right right, upon five Business Days’ notice to Company, to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Borrower and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation, the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which with the consent of the Borrower, which will not be unreasonably withheld, shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such Agent 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, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring or removed Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Section 8 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreementhereunder or otherwise required (or necessary or appropriate) to be taken by Administrative Agent thereafter.

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, and the Administrative Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Company and the Administrative Agent and signed by the Requisite Lenders. Upon any such resignationnotice of resignation or any such removal, the Borrower (with the consent of the Required Lenders, which shall not be unreasonably withheld or delayed) Requisite Lenders shall have the right right, upon five Business Days' notice to the Company, to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Borrower and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation, the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which with the consent of the Borrower, which will not be unreasonably withheld, shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such 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 transfer to such successor Administrative Agent all sums, 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 Term Loan 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 Section 8 Article 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 Agreementhereunder.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders Banks and the BorrowerBorrower and may be removed at any time with or without cause by the Majority Banks. Upon any such resignationresignation or removal, the Borrower (with the consent of the Required Lenders, which shall not be unreasonably withheld or delayed) Majority Banks shall have the right to appoint a successor Administrative AgentAgent that, unless a Default or Event of Default shall have occurred and then be continuing, is reasonably acceptable to the Borrower. If no successor Administrative Agent shall have been so appointed by the Borrower Majority Banks, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignationresignation or the Majority Banks’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the LendersBanks, appoint a successor Administrative Agent, which with the consent of the Borrower, which will not be unreasonably withheld, shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus total assets of at least $500,000,0001,000,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the 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 resignation or removal hereunder as Administrative Agent, the provisions of this Section 8 §15 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders Banks and the BorrowerBorrower and may be removed at any time with or without cause by the Majority Banks. Upon any such resignationresignation or removal, the Borrower (with the consent of the Required Lenders, which shall not be unreasonably withheld or delayed) Majority Banks shall have the right to appoint a successor Administrative AgentAgent that, unless a Default shall have occurred and then be continuing, is acceptable to the Borrower. If no successor Administrative Agent shall have been so appointed by the Borrower Majority Banks, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignationresignation or the Majority Banks’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the LendersBanks, appoint a successor Administrative Agent, which with the consent of the Borrower, which will not be unreasonably withheld, shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus total assets of at least $500,000,0001,000,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the 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 Section 8 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 this Agreement.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Borrower (with the consent of the Required Lenders, which shall not be unreasonably withheld or delayed) Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Borrower Required Lenders, and shall have accepted such appointment, within 30 thirty (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 Lenders, appoint a successor Administrative Agent, which with the consent of the Borrower, which will not be unreasonably withheld, shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreementhereunder first accruing or arising after the effective date of such retirement. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 8 Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this AgreementAgent. At all times during the term of the Loan, the Loan shall be administered by a single administrative agent and, if a Servicer is engaged, by a single Servicer.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Borrower (with the consent of the Required Lenders, which shall not be unreasonably withheld or delayed) Lenders shall have the right right, subject to approval by the Borrower, to appoint a successor Administrative Agent, provided that approval of such successor Administrative Agent by the Borrower shall not be unreasonably withheld. If no successor Administrative Agent shall have been so appointed by the Borrower Required Lenders, 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 Lenders, appoint a successor Administrative Agent, which with the consent of the Borrower, which will not be unreasonably withheld, shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,00050,000,000. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreementhereunder. After any retiring Administrative Agent’s 's resignation hereunder as Administrative Agent, the provisions of this Section 8 Article 7 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this AgreementAgent.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the BorrowerBorrowers. So long as no Default exists, the Administrative Agent may be removed upon the request of the Borrowers. Upon any such resignationresignation or removal, the Borrower (Borrowers may appoint a successor Administrative Agent with the consent of Two-Thirds of the Required Lenders. If the Borrowers are in Default, which shall not be unreasonably withheld or delayed) shall have Two-Thirds of the right to Lenders may appoint a successor Administrative Agent. If the Administrative Agent resigns or is removed and no successor Administrative Agent shall have been is so appointed by the Borrower and shall have accepted accepts such appointment, appointment within 30 days after the retiring resigning Administrative Agent’s giving of 's notice of resignationresignation or its removal, then the retiring resigning or removed Administrative Agent may, on behalf of the Lenders, shall appoint a successor Administrative Agent, which with the consent of the Borrower, which will not be unreasonably withheld, shall be Agent that is a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000100,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent's written acceptance of its appointment as Administrative Agent, such the successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights 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 Agreement. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent. After the Administrative Agent's resignation or removal, the provisions of this Section 8 shall continue to inure to its benefit as to any actions taken action it took or omitted to be taken by it take while it was Administrative Agent under this AgreementAgent.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders Banks and the BorrowerCompany and may be removed at any time with or without cause by the Majority Banks. Upon any such resignationresignation or removal, the Borrower (with the consent of the Required Lenders, which shall not be unreasonably withheld or delayed) Majority Banks shall have the right to appoint a successor Administrative AgentAgent that, unless a Default or Event of Default shall have occurred and then be continuing, is reasonably acceptable to the Company. If no successor Administrative Agent shall have been so appointed by the Borrower Majority Banks, 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 with the consent of the Borrower, which will not be unreasonably withheld, shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus total assets of at least $500,000,0001,000,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the 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 Section 8 Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written as Administrative Agent upon 10 days' notice thereof to the Lenders Lenders. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the Borrower. Upon any such resignationother Loan Documents, the Borrower (with the consent of then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall have been approved by the Parent and the Borrowers (which approval shall not be unreasonably withheld or delayed) shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Borrower and shall have accepted such appointment), within 30 days after the retiring Administrative Agent’s giving of notice of resignation, the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which with the consent of the Borrower, which will not be unreasonably withheld, shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, whereupon such successor Administrative Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Administrative Agent hereunder. Effective upon such apportionment and approval, the term "Administrative Agent, " shall mean such successor agent and the retiring former Administrative Agent's rights, powers and duties as Administrative Agent shall be discharged from its duties and obligations under terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this AgreementAgreement or any holders of the Notes. After any retiring Administrative Agent’s 's resignation hereunder as Administrative Agent, the provisions of this Section 8 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this AgreementAgreement and the other Loan Documents. The Required Lenders, with the consent of the Designated Borrower, may replace the Administrative Agent, provided, however, that if a Default or an Event of Default shall occur and be continuing the consent of the Designated Borrower shall not be required.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders Banks and the BorrowerBorrowers and may be removed at any time with or without cause by the Majority Banks. Upon any such resignationresignation or removal, the Borrower (with the consent of the Required Lenders, which shall not be unreasonably withheld or delayed) Majority Banks shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Borrower Majority Banks, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignationresignation or the Majority Banks’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the LendersBanks, appoint a successor Administrative Agent, which with the consent of the Borrower, which will not be unreasonably withheld, shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000250,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Section 8 Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Successor Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time by giving written notice thereof to notifying the Lenders and the Borrower. Upon any such resignation, the Borrower (with the consent of the Required Lenders, which shall not be unreasonably withheld or delayed) Lenders shall have the right right, in consultation with the Borrower, to appoint a successor Administrative Agentsuccessor. If no successor Administrative Agent shall have been so appointed by the Borrower 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, on behalf of the Lenders, appoint a successor Administrative Agent, which with the consent of the Borrower, which will not be unreasonably withheld, shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. 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. After any retiring the Administrative Agent’s resignation hereunder as Administrative Agenthereunder, the provisions of this Section 8 Article IX and Sections 10.04 and 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 Persons in respect of any actions taken or omitted to be taken by it any of them while it was acting as Administrative Agent under this AgreementAgent.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders Lender Parties and Paxar and may be removed at any time with or without cause by the BorrowerRequired Lenders. Upon any such resignationresignation or removal, the Borrower (with the consent of the Required Lenders, which shall not be unreasonably withheld or delayed) Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Borrower 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 LendersLender Parties, appoint a successor Administrative Agent, which with the consent of the Borrower, which will not be unreasonably withheld, shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,00050,000,000. 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 's resignation or removal hereunder as Administrative Agent, the provisions of this Section 8 Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Successor Administrative Agent. The Administrative Agent ------------------------------- may resign at any time by giving written notice thereof to the Lenders and the BorrowerBorrower and such resignation shall be effective upon the appointment of a successor Administrative Agent as provided herein. Upon any such resignation, the Borrower (with the consent of the Required Lenders, which shall not be unreasonably withheld or delayed) Majority Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Borrower Majority 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, appoint a successor Administrative Agent, which with the consent of the Borrower, which will not be unreasonably withheld, . Any successor Administrative Agent appointed hereunder shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and thereof, or an Affiliate of any such commercial bank, having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent’s 's resignation hereunder as Administrative Agent, the provisions of this Section 8 Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the BorrowerBorrower and may be removed at any time with or without cause by the Majority Lenders. Upon any such resignationresignation or removal, the Borrower (with the consent of the Required Lenders, which shall not be unreasonably withheld or delayed) Majority Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Borrower Majority Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s '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 with the consent of the Borrower, which will not be unreasonably withheld, shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,0001,000,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the 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 Section 8 Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders Banks and the BorrowerBorrowers and may be removed as Administrative Agent under this Agreement at any time, with or without cause, by the Majority Banks. Upon any such resignationresignation or removal, the Borrower (with the consent of the Required Lenders, which shall not be unreasonably withheld or delayed) Majority Banks shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Borrower Majority Banks, and shall have accepted such appointment, within 30 calendar 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 with the consent of the Borrower, which will not be unreasonably withheld, shall be a commercial bank organized or licensed under the laws of the United States of America or of any State state thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent’s 's resignation hereunder or removal as Administrative AgentAgent hereunder, the provisions of this Section 8 Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the BorrowerBorrowers. Upon any such resignation, the Borrower (with the consent of the Required Lenders, which shall not be unreasonably withheld or delayed) Lenders shall have the right to appoint a successor Administrative Agent, which shall be reasonably satisfactory to the Borrowers. If no successor Administrative Agent shall have been so appointed by the Borrower Required Lenders and shall have accepted such appointment, within 30 thirty (30) days after the retiring Administrative Agent’s giving of notice of resignation, the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which with the consent of the Borrower, which will not be unreasonably withheld, shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at a least $500,000,000100,000,000, which shall be reasonably satisfactory to the Borrowers. 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 hereunder as Administrative Agent, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders Banks and the BorrowerBorrower and may be removed at any time with or without cause by the Majority Banks. Upon any such resignationresignation or removal, the Borrower (with the consent of the Required Lenders, which shall not be unreasonably withheld or delayed) Majority Banks shall have the right to appoint a successor Administrative AgentAgent that, unless a Default or Event of Default shall have occurred and then be continuing, is acceptable to the Borrower. If no successor Administrative Agent shall have been so appointed by the Borrower Majority Banks, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignationresignation or the Majority Banks’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the LendersBanks, appoint a successor Administrative Agent, which with the consent of the Borrower, which will not be unreasonably withheld, shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus total assets of at least $500,000,0001,000,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the 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 Section 8 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 this Agreement.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders Banks and the Borrower. Upon any such resignationresignation or the removal of the Administrative Agent in accordance with Section 7.11, the Borrower (with the consent of the Required Lenders, which shall not be unreasonably withheld or delayed) Banks shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Borrower Required Banks, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of Agent gives notice of resignation, or after its removal, as applicable, then the retiring Administrative Agent may, on behalf of the LendersBanks, appoint a successor Administrative Agent, which with the consent of the Borrower, which will not be unreasonably withheld, shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. 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 resignation hereunder as Administrative Agent, the provisions of this Section 8 Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under this AgreementAgent.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the BorrowerBorrower and such resignation shall be effective upon the appointment of a successor Administrative Agent as provided herein. Upon any such resignation, the Borrower (with the consent of the Required Lenders, which shall not be unreasonably withheld or delayed) Majority Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Borrower Majority 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, appoint a successor Administrative Agent, which with the consent of the Borrower, which will not be unreasonably withheld, . Any successor Administrative Agent appointed hereunder shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and thereof, or an Affiliate of any such commercial bank, having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent’s 's resignation hereunder as Administrative Agent, the provisions of this Section 8 Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Borrower (with the consent of the Required Lenders, which shall not be unreasonably withheld or delayed) Lenders shall have the right to appoint a successor Administrative AgentAgent reasonably acceptable to the Borrower. If no successor Administrative Agent shall have been so appointed by the Borrower Required Lenders, 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 Lenders, appoint a successor Administrative Agent, which with the consent of the Borrower, which will not be unreasonably withheld, shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,00050,000,000. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreementhereunder. After any retiring Administrative Agent’s 's resignation hereunder as Administrative Agent, Agent the provisions of this Section 8 Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this AgreementAgent.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Borrower (with the consent of the Required Lenders, which shall not be unreasonably withheld or delayed) Lenders shall have the right to appoint a successor Administrative AgentAgent reasonably acceptable to the Borrower. If no successor Administrative Agent shall have been so appointed by the Borrower Required Lenders, 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 Lenders, appoint a successor Administrative Agent, which with the consent of the Borrower, which will not be unreasonably withheld, shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreementhereunder. After any retiring Administrative Agent’s 's resignation hereunder as Administrative Agent, the provisions of this Section 8 Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this AgreementAgent.

Successor Administrative Agent. The 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 BorrowerBorrowers. Upon any such resignation, the Borrower (with the consent of the Required Lenders, which shall not be unreasonably withheld or delayed) Majority Lenders shall have the right to appoint a successor Administrative AgentAgent (with the consent of Borrowers if no Event of Default then exists). If no successor Administrative Agent shall have been so appointed by the Borrower Majority Lenders, and shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, Agent which with the consent of the Borrower, which will not be unreasonably withheld, shall be any Lender or a commercial bank Person organized or licensed under the laws of the United States of America US, a State or of any State political subdivision thereof and having a which has combined capital and surplus reserves in excess of at least $500,000,000250,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, duties, and duties obligations of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreementhereunder. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 8 Article 10 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent under this AgreementAgent.

Successor Administrative Agent. The Administrative Agent may resign at any time as Administrative Agent under this Agreement by giving written notice thereof to the Lenders Banks and the BorrowerBorrower and may be removed at any time with or without cause by the Majority Banks. Upon any such resignationresignation or removal, the Borrower (with the consent of the Required Lenders, which shall not be unreasonably withheld or delayed) Majority Banks shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Borrower and Majority Banks or shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Administrative Agent’s giving of notice of resignationresignation or the Majority Banks’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the LendersBanks, appoint a successor Administrative Agent, which with the consent of the Borrower, which will not be unreasonably withheld, shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Section 8 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the BorrowerBorrowers. Upon any such resignation, the Borrower (with the consent of the Required Lenders, which shall not be unreasonably withheld or delayed) Lenders shall have the right to appoint a successor Administrative Agent, which shall be reasonably satisfactory to the Borrowers. If no successor Administrative Agent shall have been so appointed by the Borrower Required Lenders and shall have accepted such appointment, within 30 thirty (30) days after the retiring Administrative Agent’s giving of notice of resignation, the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which with the consent of the Borrower, which will not be unreasonably withheld, shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at a least $500,000,000100,000,000, and which shall be reasonably satisfactory to the Borrowers. 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 hereunder as Administrative Agent, the provisions of this Section Article 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders Banks and the BorrowerBorrowers. Upon any such resignation, (i) the Borrower (Company, with the consent of the Required Lenders, which shall Banks (such consent not to be unreasonably withheld or delayed), or (ii) if an Event of Default has occurred and is continuing, then the Required Banks, shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Borrower appointed, 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 with the consent of the Borrower, which will not be unreasonably withheld, shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000250,000,000. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreementhereunder; provided that if such successor Administrative Agent is appointed without the consent of the Company, such successor Administrative Agent may be replaced by the Company with the consent of the Required Banks so long as no Event of Default has occurred and is continuing at the time. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 8 Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this AgreementAgent.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Borrower (with the consent of the Required Lenders, which shall not be unreasonably withheld or delayed) Requisite Lenders shall have the right to appoint a successor Administrative Agentadministrative agent. If no successor Administrative Agent administrative agent shall have been so appointed by the Borrower Requisite Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s administrative agent's giving of notice of resignation, then the retiring Administrative Agent administrative agent may, on behalf of the Lenders, appoint a successor Administrative Agentadministrative agent, which with selected from among the consent of the Borrower, which will not be unreasonably withheld, shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000Lenders. Upon the acceptance of any appointment as Administrative Agent hereunder administrative agent by a successor Administrative Agentadministrative agent, such successor Administrative Agent 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 administrative agent shall be discharged from its duties and obligations under this AgreementAgreement and the other Loan Documents. After Prior to any retiring Administrative Agent’s administrative agent's resignation hereunder as Administrative Agentadministrative agent, the provisions retiring administrative agent shall take such action as may be reasonably necessary to assign to the successor administrative agent its rights as administrative agent under the Loan Documents. After such resignation, the retiring administrative agent shall continue to have the benefit of this Section 8 shall inure to its benefit Article XII as to any actions taken or omitted to be taken by it while it was Administrative Agent administrative agent under this AgreementAgreement and the other 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 Lenders, each Issuing Bank and the BorrowerCompany. Upon The Majority Lenders shall, within ten (10) days after receipt of any such resignation, the Borrower (with the consent of the Required Lenders, which shall not be unreasonably withheld or delayed) shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Borrower and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation, in consultation with the retiring Administrative Agent mayCompany, on behalf of appoint from among the Lenders a successor agent for the Lenders, appoint a which successor Administrative Agentagent shall, which with unless an Event of Default shall then be continuing, be subject to approval by the consent of the Borrower, which will Company (such approval not to be unreasonably withheld), shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, whereupon such successor Administrative Agent agent shall thereupon succeed to and become vested with all of the rights, powers, privileges powers and duties of the retiring Administrative Agent, and the retiring term “Administrative Agent” shall mean such successor agent effective upon the date of such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent under the Loan Documents shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. The fees payable by the Borrowers to a successor Administrative Agent shall be discharged from its duties the same as those payable by the Borrowers to the retiring Administrative Agent unless otherwise agreed between the Borrowers and obligations under this Agreementsuch successor. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 8 11 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this AgreementAgreement and the other Loan Documents.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders Lenders, the Issuing Bank and the BorrowerBorrower and may be removed at any time with or without cause by the Majority Lenders. Upon any such resignationresignation or removal, the Borrower (with the consent of the Required Lenders, which shall not be unreasonably withheld or delayed) Majority Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Borrower Majority Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving of notice of resignation, resignation or the Majority Lenders' removal of the retiring Administrative Agent, the Administrative Agent may, on behalf of the Lenders, may appoint a successor Administrative Agent, which with the consent of the Borrower, which will not be unreasonably withheld, shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative Agent, the provisions of this Section 8 Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders Banks and the BorrowerCompany and may be removed at any time with cause by the Majority Banks. Upon any such resignationresignation or removal, the Borrower (with the consent of the Required Lenders, which shall not be unreasonably withheld or delayed) Majority Banks shall have the right to appoint a successor Administrative AgentAgent subject to the approval of the Company (not to be unreasonably withheld). If no successor Administrative Agent shall have been so appointed by the Borrower Majority Banks, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignationresignation or the Majority Banks removal of the retiring Administrative Agent, then the retiring Administrative Agent after consultation with the Company may, on behalf of the LendersBanks, appoint a successor Administrative Agent, which with the consent of the Borrower, which will not be unreasonably withheld, shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000150,000,000.00. 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 Section 8 Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Successor Administrative Agent. The Administrative ------------------------------ Agent may resign at any time by giving written notice thereof to the Lenders and the BorrowerBorrowers. Upon any such resignation, the Borrower (with the consent of the Required Lenders, which shall not be unreasonably withheld or delayed) Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Borrower 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, appoint a successor Administrative Agent, which with the consent of the Borrower, which will not be unreasonably withheld, shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent’s 's resignation hereunder as Administrative Agent, the provisions of this Section 8 Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the BorrowerBorrower and may be removed at any time with cause by the Required Lenders. Upon any such resignationresignation or removal, the Borrower (with the consent of the Required Lenders, which shall not be unreasonably withheld or delayed) Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Borrower Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of Agent gives 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 with the consent of the Borrower, which will not be unreasonably withheld, shall be a Lender or a commercial bank organized or licensed under the laws of the United States of America or of any State state thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under this Agreementeach of the other Loan Documents. After any retiring Administrative Agent’s 's resignation hereunder as Administrative Agent, the provisions of this Section 8 Article X shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreementhereunder.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders Banks and the BorrowerBorrower and may be removed at any time with or without cause by the Majority Banks. Upon any such resignationresignation or removal, the Borrower (with the consent of the Required Lenders, which shall not be unreasonably withheld or delayed) Majority Banks shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Borrower Majority Banks, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignationresignation or the Majority Banks’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the LendersBanks, appoint a successor Administrative Agent, which with the consent of the Borrower, which will not be unreasonably withheld, shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000250,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Section 8 Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving at least 30 days' prior written notice thereof to the Lenders and the BorrowerCompany and such resignation shall be effective at the end of such 30-day period or upon the earlier appointment of a successor agent, and the Administrative Agent may be removed at any time with or without cause by written notice received by the Administrative Agent from the Required Lenders. Upon any such resignationresignation or removal, the Borrower (with the consent of the Required Lenders, which shall not be unreasonably withheld or delayed) Lenders shall have the right to appoint appoint, on behalf of the Lenders, a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Borrower Required Lenders and shall have accepted such appointment, appointment within 30 thirty days after the retiring Administrative Agent’s 's removal or giving of notice of resignation, then the retiring Administrative Agent maymay appoint, on behalf of the Lenders, appoint a successor Administrative Agent, which with the consent of the Borrower, which will not be unreasonably withheld, . Such successor Administrative Agent shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus retained earnings of at least $500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the The retiring Administrative Agent shall be discharged from its any further duties and obligations hereunder and under this Agreementthe other Loan Documents upon the effectiveness of its removal or resignation hereunder. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative Agent, the provisions of this Section 8 Article XI shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent hereunder and under this Agreementthe other Loan Documents.

Successor Administrative Agent. The 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 BorrowerBorrowers. Upon any such resignation, the Borrower (with the consent all of the Required Lenders, which shall not be unreasonably withheld or delayed) Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by all of the Borrower Lenders, and shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Administrative Agent’s 's giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, Agent which with the consent of the Borrower, which will not be unreasonably withheld, shall be any Lender or a commercial bank organized or licensed under the laws of the United States of America or of any State political subdivision thereof and having a which has combined capital and surplus reserves in excess of at least $500,000,000250,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, duties, and duties obligations of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreementhereunder. After any retiring Administrative Agent’s 's resignation hereunder as Administrative Agent, the provisions of this Section 8 Article 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 under this AgreementAgent.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written give notice thereof of its resignation to the Lenders Lenders, each Issuing Bank and the BorrowerCompany. Upon The Majority Lenders shall, within ten days after receipt of any such resignation, the Borrower (with the consent of the Required Lenders, which shall not be unreasonably withheld or delayed) shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Borrower and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation, in consultation with the retiring Administrative Agent mayCompany, on behalf of appoint from among the Lenders a successor agent for the Lenders, appoint a which successor Administrative Agentagent shall, which with unless an Event of Default shall then be continuing, be subject to approval by the consent of the Borrower, which will Company (such approval not to be unreasonably withheld), shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, whereupon such successor Administrative Agent agent shall thereupon succeed to and become vested with all of the rights, powers, privileges powers and duties of the retiring Administrative Agent, and the retiring term “Administrative Agent” shall mean such successor agent effective upon the date of such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent under the Loan Documents shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. The fees payable by the Borrowers to a successor Administrative Agent shall be discharged from its duties the same as those payable by the Borrowers to the retiring Administrative Agent unless otherwise agreed between the Borrowers and obligations under this Agreementsuch successor. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 8 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this AgreementAgreement and the other Loan Documents.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders Lender Parties and the BorrowerBorrowers and may be removed at any time with or without cause by the Required Lenders. Upon any such resignationresignation or removal, the Borrower (with the consent of the Required Lenders, which shall not be unreasonably withheld or delayed) Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Borrower 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 LendersLender Parties, appoint a successor Administrative Agent, which with the consent of the Borrower, which will not be unreasonably withheld, shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent 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 shall have become effective, the provisions of this Section 8 Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreementthe Loan Documents.

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 Banks and the Borrower. Upon any such resignation, the Borrower (with the consent of the Required Lenders, which shall not be unreasonably withheld or delayed) Banks shall have the right to appoint a successor Administrative AgentAgent hereunder; provided that prior to the occurrence of a Default the Borrower shall consent (which consent shall not be unreasonably withheld) thereto. If no successor Administrative Agent shall have been so appointed by the Borrower Required Banks, 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 LendersBanks, appoint a successor Administrative Agent, which with the consent of the Borrower, which will not be unreasonably withheld, shall be a commercial bank organized or licensed under the laws of the United States of America or of any State state thereof and having a combined capital and surplus of at least $500,000,000200,000,000. 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 hereunder or removal as Administrative AgentAgent under the Loan Documents, the provisions of this Section 8 Article 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 Agreementthe Loan Documents.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders Banks and the BorrowerCompany. Upon any such resignation, the Borrower (with the consent of the Required Lenders, which shall not be unreasonably withheld or delayed) Banks shall have the right to appoint a successor Administrative AgentAgent with (so long as no Default shall have occurred and be continuing) the consent of the Company, which consent shall not be unreasonably withheld. If no successor Administrative Agent shall have been so appointed by the Borrower Required Banks with the Company's consent, and shall have accepted such appointment, within 30 60 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 with the consent of the Borrower, which will not be unreasonably withheld, shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,00050,000,000. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreementhereunder. After any retiring Administrative Agent’s 's resignation hereunder as Administrative Agent, the provisions of this Section 8 Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this AgreementAgent.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the BorrowerBorrowers. So long as no Default exists, the Administrative Agent may be removed upon the request of the Borrowers. Upon any such resignationresignation or removal, the Borrower (Borrowers may appoint a successor Administrative Agent with the consent of Two-Thirds of the Required Lenders. If the Borrowers are in Default, which shall not be unreasonably withheld or delayed) shall have Two-Thirds of the right to Lenders may appoint a successor Administrative Agent. If the Administrative Agent resigns or is removed and no successor Administrative Agent shall have been is so appointed by the Borrower and shall have accepted accepts such appointment, appointment within 30 thirty (30) days after the retiring resigning Administrative Agent’s giving of notice of resignationresignation or its removal, then the retiring resigning or removed Administrative Agent may, on behalf of the Lenders, shall appoint a successor Administrative Agent, which with the consent of the Borrower, which will not be unreasonably withheld, shall be Agent that is a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000100,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent’s written acceptance of its appointment as Administrative Agent, such the successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights 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 Agreementas Administrative Agent. After any retiring the Administrative Agent’s resignation hereunder as Administrative Agentor removal, the provisions of this Section 8 shall continue to inure to its benefit as to any actions taken action it took or omitted to be taken by it take while it was Administrative Agent under this AgreementAgent.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders Lender Parties and the BorrowerBorrower and may be removed at any time with or without cause by the Required Lenders. Upon any such resignationresignation or removal, the Borrower (with the consent of the Required Lenders, which shall not be unreasonably withheld or delayed) Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Borrower 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 with the consent of the Borrower, which will not be unreasonably withheld, shall be a commercial bank organized or licensed under the laws of with an office in the United States of America States, or an Affiliate of any State thereof and having a combined capital and surplus of at least $500,000,000such bank with an office in the United 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, 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 Financing Documents. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative AgentAgent shall have become effective, the provisions of this Section 8 Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreementthe Financing Documents.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving as Administrative Agent upon not less than thirty (30) days' prior written notice thereof to the Lenders and the Borrower, such notice to specify the effective date of resignation. Upon any such resignationIf the Administrative Agent shall resign as Administrative Agent under this Agreement, the Borrower (with Required Lenders shall appoint from among the consent Lenders a successor agent for the Lenders and the Issuing Lender, which successor agent shall be subject to the approval of the Required LendersBorrower if no Event of Default is continuing, which shall such approval not to be unreasonably withheld or delayed) shall have the right to appoint a successor Administrative Agent. If no successor agent is appointed prior to the effective date of resignation of the Administrative Agent, the Administrative Agent shall have been so appointed by the Borrower and shall have accepted such appointmentmay appoint, within 30 days after the retiring Administrative Agent’s giving of notice of resignation, the retiring Administrative Agent may, on behalf of consulting with the Lenders, appoint and subject to the approval of the Borrower if no Event of Default is continuing, such approval not to be unreasonably withheld or delayed, a successor agent from among the Lenders or any Lender Affiliate. Any successor Administrative Agent, which with the consent of the Borrower, which will not be unreasonably withheld, Agent appointed under this Section 8.09 shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof thereof, and having a combined capital and surplus of at least $500,000,000. 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 retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 8 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.term "

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written give notice thereof of its resignation to the Lenders Lenders, each Issuing Bank and the BorrowerCompany. Upon The Majority Lenders shall, within ten days after receipt of any such resignation, the Borrower (with the consent of the Required Lenders, which shall not be unreasonably withheld or delayed) shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Borrower and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation, in consultation with the retiring Administrative Agent mayCompany, on behalf of appoint from among the Lenders a successor agent for the Lenders, appoint a which successor Administrative Agentagent shall, which with unless an Event of Default shall then be continuing, be subject to approval by the consent of the Borrower, which will Company (such approval not to be unreasonably withheld), shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, whereupon such successor Administrative Agent agent shall thereupon succeed to and become vested with all of the rights, powers, privileges powers and duties of the retiring Administrative Agent, and the retiring term “Administrative Agent” shall mean such successor agent effective upon the date of such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent under the Loan Documents shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. The fees payable by the Borrowers to a successor Administrative Agent shall be discharged from its duties the same as those payable by the Borrowers to the retiring Administrative Agent unless otherwise agreed between the Borrowers and obligations under this Agreementsuch successor. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 8 11 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this AgreementAgreement and the other Loan Documents.

Successor Administrative Agent. The (a) Subject to clause (b) below, the Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Borrower (with the consent of the Required Lenders, which shall not be unreasonably withheld or delayed) Requisite Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Borrower Requisite 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 selected from among the Lenders. Each such appointment shall be subject to the prior written approval of the Borrower (which approval may not be unreasonably withheld and shall not be required upon the occurrence and during the continuance of an Event of Default); (b) notwithstanding clause (a) above, the Administrative Agent may at any time appoint any Affiliate (or Affiliates) of the Administrative Agent each as (i) a successor Administrative Agent in the event that the Administrative Agent wishes to retire as Administrative Agent or (ii) (in connection with the performance and exercise of its rights and obligations under the Loan Documents) as co-Administrative Agent, which with the consent of the Borrower, which will not be unreasonably withheld, appointment and (if relevant) resignation shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 8 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.be

Successor Administrative Agent. The Administrative Agent may (i) resign at any time as Administrative Agent under the Loan Documents by giving written notice thereof to the Lenders and the BorrowerBorrower or (ii) be removed as Administrative Agent under the Loan Documents for gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final, non-appealable judgment, upon 30 days’ prior written notice by all Lenders (other than the Lender then acting as Administrative Agent). Upon any such resignationresignation or removal, the Borrower (with the consent of the Required Lenders, which shall not be unreasonably withheld or delayed) Requisite Lenders shall have the right to appoint a successor Administrative Agent which appointment shall, provided no Default or Event of Default exists, be subject to the Borrower’s approval, which approval shall not be unreasonably withheld or delayed (except that the Borrower shall, in all events, be deemed to have approved each Lender and any of its Affiliates as a successor Administrative Agent). If no successor Administrative Agent shall have been so appointed by in accordance with the Borrower immediately preceding sentence, and shall have accepted such appointment, within 30 days after the retiring resigning Administrative Agent’s giving of notice of resignationresignation or the giving of notice of removal of the Administrative Agent, then the retiring current Administrative Agent may, on behalf of the LendersLenders and the Issuing Banks, appoint a successor Administrative Agent, which with the consent of the Borrower, which will not be unreasonably withheld, shall be a commercial bank organized Lender, if any Lender shall be willing to serve, or licensed under the laws of the United States of America or of any State thereof and otherwise shall be a financial institution having a total combined capital and surplus assets of at least $500,000,000. Upon 50,000,000,000 and an Eligible Assignee or another Person acceptable to 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 hereunder as Administrative Agent, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this AgreementRequisite Lenders.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Borrower (with the consent of the Required Lenders, which shall not be unreasonably withheld or delayed) Lenders shall have the right to appoint a successor Administrative AgentAgent from among the Lenders. If no successor Administrative Agent shall have been so appointed by the Borrower Required Lenders and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving of notice of resignation, the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which with the consent of the Borrower, which will not be unreasonably withheld, shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent’s 's resignation hereunder as Administrative Agent, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Successor Administrative Agent. The Administrative Agent and the Collateral Agent may each resign at any time by giving written notice thereof to the Lenders Banks and the Borrower. Upon any such resignation, the Borrower (with the consent of the Required Lenders, which shall not be unreasonably withheld or delayed) Banks shall have the right to appoint a successor Administrative AgentAgent and/or Collateral Agent (as relevant) reasonably acceptable to the Borrower. If no such successor Administrative Agent shall have been so appointed by the Borrower Required 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 AgentAgent and/or Collateral Agent (as relevant), which with the consent of the Borrower, which will not be unreasonably withheld, shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,00050,000,000. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Administrative such 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 AgentAgent and/or Collateral Agent (as relevant), and the retiring Administrative Agent and/or Collateral Agent (as relevant) shall be discharged from its duties and obligations hereunder and/or under this Agreementthe Pledge Agreement (as relevant). After any retiring Administrative Agent’s 's resignation hereunder as Administrative Agent, Agent and/or Collateral Agent (as relevant) the provisions of this Section 8 Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreementand/or Collateral Agent (as relevant).

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the BorrowerBorrower and may be removed at any time with or without cause by the Majority Lenders. Upon any such resignationresignation or removal, the Borrower (with the consent of the Required Lenders, which shall not be unreasonably withheld or delayed) Majority Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Borrower Majority Lenders, and shall have accepted such appointment, within 30 thirty (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 with the consent of the Borrower, which will not be unreasonably withheld, shall be a commercial bank organized or licensed under the laws of the United States of America or the Commonwealth of any State thereof Puerto Rico and having a combined capital and surplus of at least $500,000,000250,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Section Article 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower, such resignation to be effective upon the appointment of a successor Administrative Agent or, if no successor Administrative Agent has been appointed, forty-five days after the retiring Administrative Agent gives notice of its intention to resign. Upon any such resignation, the Borrower (with the consent of the Required Lenders, which shall not be unreasonably withheld or delayed) Lenders shall have the right to appoint appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Borrower and shall have accepted such appointment, Required Lenders within 30 thirty days after the retiring resigning Administrative Agent’s giving of notice of resignationits intention to resign, then the retiring resigning Administrative Agent maymay appoint, on behalf of the Borrower and the Lenders, appoint a successor Administrative Agent. Notwithstanding the two immediately preceding sentences: (x) subject to clause (y) of this sentence, which with the consent of the Borrower, which will not be unreasonably withheld, Borrower shall be a commercial bank organized or licensed under required prior to the laws appointment of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, Agent unless such successor Administrative Agent shall thereupon succeed to and become vested with all is a Lender or an Affiliate of a Lender, provided that the rights, powers, privileges and duties consent of the retiring Administrative AgentBorrower shall not be required if a Default has occurred and is continuing, and (y) the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After may at any retiring Administrative Agent’s resignation hereunder as Administrative Agent, time without the provisions consent of this Section 8 shall inure to its benefit as to the Borrower or any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.Lender,

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written ------------------------------ as Administrative Agent upon 30 Business Days' notice thereof to the Lenders and the Borrower. Upon any such resignation, Borrowers and shall refund to the Borrower (with the consent Borrowers a portion of the Required Lenders, which administrative agency fee (referenced in the Fee Letter signed by the Administrative Agent and the Funds) calculated on a pro rata basis for the period beginning but not including the thirtieth day following notice of resignation from the Administrative Agent to and including the Termination Date. The Lenders shall not be unreasonably withheld or delayed) shall have the right use reasonable best efforts to appoint a successor Administrative AgentAgent within the thirty-day period. If no successor the Administrative Agent shall have been so appointed by the Borrower and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation, the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which with the consent of the Borrower, which will not be unreasonably withheld, shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment resign as Administrative Agent hereunder by under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor Administrative Agent, agent for the Lenders whereupon such successor Administrative Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Administrative Agent, and the retiring term "Administrative Agent" shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent's rights, powers and duties as Administrative Agent shall be discharged from its duties and obligations under terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this AgreementAgreement or any holders of the Loans. After any retiring Administrative Agent’s 's resignation hereunder as Administrative Agent, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this AgreementAgreement and the other Loan Documents.

Successor Administrative Agent. The ------------------------------ Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Borrower (with the consent of the Required Lenders, which shall not be unreasonably withheld or delayed) Lenders shall have the right right, after consultation with the Borrower, to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Borrower Required Lenders, 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 Lenders, appoint a successor Administrative Agent, which with the consent of the Borrower, which will not be unreasonably withheld, shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000100,000,000. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Administrative AgentAgent and not before, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreementhereunder. After any retiring Administrative Agent’s 's resignation hereunder as Administrative Agent, the provisions of this Section 8 Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this AgreementAgent.

Successor Administrative Agent. The Administrative Agent may (a) resign at any time by giving written as Administrative Agent upon 30 days' notice thereof to the Lenders and the Borrower. Upon any such resignationBanks or (b) be removed, the Borrower (with the consent of the Required Lenders, which shall not be unreasonably withheld or delayed) shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Borrower and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation, the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which with the consent of the Borrower, for willful misconduct or gross negligence by written notice from the Required Lenders; provided that no consent of the Borrower shall be required during the existence and continuation of an Event of Default; further provided that any such resignation by or removal of Bank of America shall also constitute its resignation or removal, as applicable, as Issuing Bank. If the Administrative Agent resigns or is removed under this Agreement, the Required Banks shall appoint from among the Banks a successor administrative agent for the Banks which will successor administrative agent shall be consented to by the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld, shall be a commercial bank organized conditioned or licensed under delayed). If no successor administrative agent is appointed prior to the laws effective date of the United States resignation of America or of any State thereof the Administrative Agent, the Administrative Agent may appoint, after consulting with the Banks and having the Borrower, a combined capital and surplus of at least $500,000,000successor administrative agent from among the Banks. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Administrative Agentadministrative agent hereunder, the Person acting as such successor Administrative Agent administrative agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Administrative Agent, Agent and Issuing Bank and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring respective terms "Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 8 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 "

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written as Administrative Agent upon 30 Business Days' notice thereof to the Lenders and the Borrower. Upon any such resignation, Borrowers and shall refund to the Borrower (with the consent Borrowers a portion of the Required Lenders, which administrative agency fee (referenced in the Fee Letter signed by the Administrative Agent and the Funds) calculated on a pro rata basis for the period beginning but not including the thirtieth day following notice of resignation from the Administrative Agent to and including the Termination Date. The Lenders shall not be unreasonably withheld or delayed) shall have the right use reasonable best efforts to appoint a successor Administrative AgentAgent within the thirty-day period. If no successor the Administrative Agent shall have been so appointed by the Borrower and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation, the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which with the consent of the Borrower, which will not be unreasonably withheld, shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment resign as Administrative Agent hereunder by under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor Administrative Agent, agent for the Lenders whereupon such successor Administrative Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Administrative Agent, and the retiring term "Administrative Agent" shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent's rights, powers and duties as Administrative Agent shall be discharged from its duties and obligations under terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this AgreementAgreement or any holders of the Loans. After any retiring Administrative Agent’s 's resignation hereunder as Administrative Agent, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this AgreementAgreement and the other Loan Documents.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written as ------------------------------ Administrative Agent upon 30 Business Days' notice thereof to the Lenders and the Borrower. Upon any such resignation, Borrowers and shall refund to the Borrower (with the consent Borrowers a portion of the Required Lenders, which administrative agency fee (referenced in the Fee Letter signed by the Administrative Agent and the Funds) calculated on a pro rata basis for the period beginning but not including the thirtieth day following notice of resignation from the Administrative Agent to and including the Termination Date. The Lenders shall not be unreasonably withheld or delayed) shall have the right use reasonable best efforts to appoint a successor Administrative AgentAgent within the thirty-day period. If no successor the Administrative Agent shall have been so appointed by the Borrower and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation, the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which with the consent of the Borrower, which will not be unreasonably withheld, shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment resign as Administrative Agent hereunder by under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor Administrative Agent, agent for the Lenders whereupon such successor Administrative Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Administrative Agent, and the retiring term "Administrative Agent" shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent's rights, powers and duties as Administrative Agent shall be discharged from its duties and obligations under terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this AgreementAgreement or any holders of the Loans. After any retiring Administrative Agent’s 's resignation hereunder as Administrative Agent, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this AgreementAgreement and the other Loan Documents.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders Banks and the Borrower. Upon any such resignation, the Borrower (with the consent of the Required Lenders, which shall not be unreasonably withheld or delayed) Banks shall have the right to appoint a successor Administrative Agent, subject to the approval of the Borrower (which approval will not be unreasonably withheld provided that the successor meets the requirements specified in the next sentence). If no successor Administrative Agent shall have been so appointed by the Borrower Required 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, which with the consent of the Borrower, which will not be unreasonably withheld, shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreementhereunder. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 8 Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this AgreementAgent.

Successor Administrative Agent. The Administrative Agent may resign may, at any time by giving time, resign upon 20 Business Days’ written notice thereof to the Lenders and the Borrower, and may be removed, upon show of cause, by the Required Lenders upon 30 days’ written notice to the Administrative Agent. Upon any such resignationresignation or removal, the Required Lenders and the Borrower (with the consent of the Required Lenders, which shall not be unreasonably withheld or delayed) shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Borrower Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignationresignation or notice of removal, as appropriate, then the retiring Administrative Agent may, on behalf of the Lenders, appoint shall select a successor Administrative Agent, which with the consent of the Borrower, which will not be unreasonably withheld, shall be Agent provided such successor is a Lender hereunder or a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having has a combined capital and surplus of at least $500,000,000400,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agentsuccessor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges 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 hereunder as Administrative Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 8 9.9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Credit Agreement.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof of such resignation to the Lenders and the BorrowerLenders. Upon any such resignation, the Borrower Majority Lenders (with the consent of the Required LendersBorrowers, if at the time of such resignation no Event of Default exists, which consent shall not be unreasonably withheld or delayedwithheld) shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Borrower Majority Lenders (with the consent of the Borrowers to the extent required) 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 may, on behalf of the Lenders, may appoint a successor Administrative Agent, which with the consent of the Borrower, which will not be unreasonably withheld, . Such successor Administrative Agent shall be a commercial bank organized or licensed chartered under the laws of the United States or any state of America or of any State thereof the United States and having a combined capital capital, surplus and surplus retained earnings of at least $500,000,000200,000,000. Upon the acceptance of any appointment as the Administrative Agent hereunder under this Agreement by a successor Administrative Agent, such successor Administrative Agent shall thereupon immediately 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 hereunder as the Administrative AgentAgent under this Agreement, the provisions of this Section 8 10 shall inure to continue in effect for its benefit as with respect to any actions taken or omitted to be taken by it while it was acting as the Administrative Agent under this Agreement.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders Banks and the BorrowerCredit Parties. Upon any such resignation, the Borrower (with the consent of the Required Lenders, which shall not be unreasonably withheld or delayed) Banks shall have the right to appoint a successor Administrative AgentAgent (and, provided that no Default or Event of Default has occurred and is continuing, the Borrower shall have the right to approve the successor Administrative Agent (such approval not to be unreasonably withheld or delayed)). If no successor Administrative Agent shall have been so appointed by the Borrower Required Banks 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 LendersBanks, appoint a successor Administrative Agent, Agent which with the consent of the Borrower, which will not be unreasonably withheld, shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000100,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agentsuccessor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges discretion, privileges, and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreementhereunder. After any retiring Administrative Agent’s 's resignation hereunder as Administrative Agent, the provisions of this Section 8 10 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as Administrative Agent under this AgreementAgent.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving as Administrative Agent upon not less than thirty (30) days' prior written notice thereof to the Lenders and the Borrower, such notice to specify the effective date of resignation. Upon any such resignationIf the Administrative Agent shall resign as Administrative Agent under this Agreement, the Borrower (with Required Lenders shall appoint from among the consent Lenders a successor agent for the Lenders and the Issuing Lender, which successor agent shall be subject to the approval of the Required LendersBorrower if no Event of Default is continuing, which shall such approval not to be unreasonably withheld or delayed) shall have the right to appoint a successor Administrative Agent. If no successor agent is appointed prior to the effective date of resignation of the Administrative Agent, the Administrative Agent shall have been so appointed by the Borrower and shall have accepted such appointmentmay appoint, within 30 days after the retiring Administrative Agent’s giving of notice of resignation, the retiring Administrative Agent may, on behalf of consulting with the Lenders, appoint and subject to the approval of the Borrower if no Event of Default is continuing, such approval not to be unreasonably withheld or delayed, a successor agent from among the Lenders or any Lender Affiliate. Any successor Administrative Agent, which with the consent of the Borrower, which will not be unreasonably withheld, Agent appointed under this Section 8.09 shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof thereof, and having a combined capital and surplus of at least $500,000,000. 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 retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 8 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.the