Common use of Successor Administrative Agent Clause in Contracts

Successor Administrative Agent. The Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice to the Borrower and the Lenders. Upon any such notice of resignation, the Required Lenders will, with the prior written consent of the Borrower (which consent shall not be unreasonably withheld), appoint from among the Lenders a successor to the Administrative Agent (provided that the Borrower’s consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing). If no successor to the Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such thirty-day period, then the retiring Administrative Agent may, on behalf of the Lenders and after consulting with the Lenders and the Borrower, appoint a successor Administrative Agent from among the Lenders. Upon the acceptance of any appointment as Administrative Agent 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 the other Credit Documents. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent. If no successor to the Administrative Agent has accepted appointment as Administrative Agent by the thirtieth (30th) day following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Administrative Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for hereinabove.

Successor Administrative Agent. The Administrative Agent may may, and at the request of the Required Lenders shall, resign at any time by giving thirty (30) as Administrative Agent upon 30 days’ prior written notice to the Borrower and the Lenders. Upon any such notice of resignationIf the Administrative Agent resigns under this Agreement, the Required Lenders willshall, with (so long as no Event of Default exists) the prior written consent of the Borrower Company (which consent shall not be unreasonably withheldwithheld or delayed), appoint from among the Lenders a successor to administrative agent for the Administrative Agent (provided that the Borrower’s consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing)Lenders. If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such thirty-day periodmay appoint, then the retiring Administrative Agent may, on behalf of the Lenders and after consulting with the Lenders and the BorrowerCompany, appoint a successor Administrative Agent administrative agent from among the Lenders. Upon the acceptance of any its appointment as Administrative Agent by a successor Administrative Agentadministrative agent hereunder, such successor Administrative Agent administrative agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Administrative Agent and the term “Administrative Agent” shall mean such successor administrative agent, and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documentsterminated. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article Section 14 and Sections 15.6 and 15.14 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative AgentAgent under this Agreement. If no successor to the Administrative Agent administrative agent has accepted appointment as Administrative Agent by the thirtieth (30th) day date which is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, effective and the Lenders shall thereafter perform all of the duties of the Administrative Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent administrative agent as provided for hereinaboveabove. Notwithstanding the foregoing, Bank of America may not be removed as the Administrative Agent at the request of the Required Lenders unless Bank of America shall also simultaneously be replaced as an “Issuing Lender” and the “Swing Line Lender” hereunder pursuant to documentation in form and substance reasonably satisfactory to Bank of America.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving thirty ten (3010) days’ ' prior written notice to the Borrower and the Lenders. Upon any such notice of resignation, the Required Lenders will, with the prior written consent of the Borrower (which consent shall not be unreasonably withheld), appoint from among the Lenders a successor to the Administrative Agent (provided that the Borrower’s 's consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing). If no successor to the Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such thirtyten-day period, then the retiring Administrative Agent may, on behalf of the Lenders and after consulting with the Lenders and the Borrower, appoint a successor Administrative Agent from among the Lenders. Upon the acceptance of any appointment as Administrative Agent 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 the other Credit Documents. After any retiring Administrative Agent’s 's resignation as Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent. If no successor to the Administrative Agent has accepted appointment as Administrative Agent by the thirtieth (30th) day following a retiring Administrative Agent’s 's notice of resignation, the retiring Administrative Agent’s 's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Administrative Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for hereinabove.

Successor Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent as provided below, the Administrative Agent may resign as Administrative Agent at any time by giving thirty (30) days’ prior written notice to the Borrower Lenders and IBM. If the Lenders. Upon any such notice of resignationAdministrative Agent shall resign as Administrative Agent under this Agreement, then the Required Lenders will, with the prior written consent of the Borrower (which consent shall not be unreasonably withheld), appoint from among the Lenders a successor administrative agent for the Lenders, which successor administrative agent shall be subject to the Administrative Agent approval of IBM (provided that the Borrower’s consent which approval shall not be required in the event a Default or Event of Default shall have occurred and be continuingunreasonably withheld). If no successor to the Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such thirty-day period30 days after the retiring Administrative Agent shall have given notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and after consulting with the Lenders and the BorrowerLenders, appoint a successor Administrative Agent from among the Lenders, which successor administrative agent shall be subject to the approval of IBM (which approval shall not be unreasonably withheld). Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agentpermitted successor, such successor Administrative Agent administrative agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Administrative Agent, and the retiring term “Administrative Agent” shall mean such successor administrative agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be discharged from its duties and terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the obligations hereunder and under the other Credit Documentsowing hereunder. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Article Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent. If no successor to the Administrative Agent has accepted appointment as Administrative Agent by the thirtieth (30th) day following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Administrative Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for hereinabovethis Agreement.

Successor Administrative Agent. The (a) Subject to the appointment and acceptance of a successor as provided below, the Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Lenders, the Borrower and the Guarantors, and the Administrative Agent may be removed at any time with or without cause by the Required Lenders. Upon any such notice of resignationresignation or removal, the Required Lenders will, shall have the right (subject to prior consultation with the prior written consent of Borrower and the Borrower (which consent shall not be unreasonably withheld), Guarantors) to appoint from among the Lenders a successor to the resigning Administrative Agent (provided that the Borrower’s consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing)removed Administrative Agent. If no successor to the Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment within such thirty-day periodthirty (30) days after the resigning Administrative Agent’s giving of notice of resignation or the giving of any notice of removal of the Administrative Agent, then the retiring resigning Administrative Agent may, on behalf of the Lenders and after consulting with the Lenders and the Borrower, appoint a successor or Administrative Agent from among being removed, as the Lenderscase may be, may appoint its successor. Upon the acceptance of any its appointment as Administrative Agent by a successor Administrative AgentAgent hereunder, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring such resigning or removed Administrative Agent, and the retiring such resigning Administrative Agent or removed Administrative Agent shall be discharged from its duties and obligations hereunder hereunder. The resignation or removal of the Administrative Agent and the appointment of a successor Administrative Agent shall in no way affect any rights and obligations of the Borrower and the Guarantors under the other Credit Documents. Financing Documents (including, without limitation, any increased costs, fees or taxes). (b) After any retiring the Administrative Agent’s resignation as Administrative Agentor removal, the provisions of this Article Section 8 and of Sections 10.1 and 10.2 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent. If no successor to the Administrative Agent has accepted appointment as Administrative Agent by the thirtieth (30th) day following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Administrative Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for hereinabove.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving as Administrative Agent upon thirty (30) days’ prior written notice to the Borrower and the Lenders. Upon ; provided that any such notice resignation by Bank of resignationAmerica shall also constitute its resignation as L/C Issuer and Swing Line Lender. If the Administrative Agent resigns under this Credit Agreement, the Required Lenders will, with the prior written consent of the Borrower (which consent shall not be unreasonably withheld), appoint from among the Lenders a successor administrative agent for the Lenders, which successor administrative agent shall be consented to by the Administrative Agent Borrower Representative at all times other than during the existence of an Event of Default (provided that which consent of the Borrower’s consent Borrower Representative shall not be required in the event a Default unreasonably withheld or Event of Default shall have occurred and be continuingdelayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such thirty-day periodmay appoint, then the retiring Administrative Agent may, on behalf of the Lenders and after consulting with the Lenders and the BorrowerBorrower Representative, appoint a successor Administrative Agent administrative agent from among the Lenders. Upon the acceptance of any its appointment as Administrative Agent 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 respective terms “Administrative Agent,” “L/C Issuer” and “Swing Line Lender” thereafter shall mean such successor administrative agent, Letter of Credit issuer and swing line lender, and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be discharged from its terminated and the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties and as such shall be terminated, without any other or further act or deed on the part of such retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation of the successor L/C Issuer to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations hereunder and under of the other Credit Documentsretiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article IX and Sections 10.04 and 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative AgentAgent under this Credit Agreement. If no successor to the Administrative Agent administrative agent has accepted appointment as Administrative Agent by the thirtieth date thirty (30th30) day days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, effective and the Lenders shall thereafter perform all of the duties of the Administrative Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent agent as provided for hereinaboveabove.

Successor Administrative Agent. The Administrative Agent may shall have the right to resign at any time by giving thirty (30) days’ prior written notice thereof to Lenders and Borrower. Administrative Agent shall have the right to appoint a financial institution to act as Administrative Agent hereunder, subject to the reasonable satisfaction of Borrower and the Required Lenders, and Administrative Agent’s resignation shall become effective on the earliest of (i) 30 days after delivery of the notice of resignation (regardless of whether a successor has been appointed or not), (ii) the acceptance of such successor Administrative Agent by Borrower and the Required Lenders, or (iii) such other date, if any, agreed to by the Required Lenders. Upon any such notice of resignation, the Required Lenders will, with the prior written consent of the Borrower (which consent shall not be unreasonably withheld), appoint from among the Lenders if a successor to the Administrative Agent (provided that the Borrower’s consent shall has not be required in the event a Default or Event of Default shall have occurred and be continuing). If no successor to the Administrative Agent shall have already been so appointed by the retiring Administrative Agent, Required Lenders and shall have accepted such appointment within such thirty-day periodthe right, then the retiring Administrative Agent may, on behalf of the Lenders and after consulting in consultation with the Lenders and the Borrower, to appoint a successor Administrative Agent. If neither Required Lenders nor Administrative Agent from among have appointed a successor Administrative Agent, Required Lenders shall be deemed to have succeeded to and become vested with all the Lendersrights, powers, privileges and duties of the retiring Administrative Agent. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative AgentAgent and the retiring Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all sums held under the Loan Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Loan Documents, and (ii) take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent of the Loan Documents, whereupon such retiring Administrative Agent shall be discharged from its duties and obligations hereunder and or under the other Credit DocumentsLoan Documents (if not already discharged therefrom as provided above in this Article). After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article 8 and Section 9.03 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent. If no successor to the Administrative Agent has accepted appointment as Administrative Agent by the thirtieth (30th) day following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Administrative Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for hereinabovehereunder.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice to the Lenders and Borrower. The Required Lenders, for good cause, may remove Administrative Agent at any time by giving thirty (30) days’ prior written notice to the Administrative Agent, the Borrower and the other Lenders. Upon any such notice of resignationresignation or removal, the Required Lenders willshall appoint a successor Administrative Agent, with which successor Administrative Agent shall, if such appointment is prior to the prior written consent occurrence of an Event of Default which is continuing, be subject to the approval of the Borrower (Borrower, which consent approval shall not be unreasonably withheld), appoint from among the Lenders a successor to the Administrative Agent (provided that the Borrower’s consent shall not be required in the event a Default withheld or Event of Default shall have occurred and be continuing)delayed. If no successor to the Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such thirty-day periodthirty (30) days after the retiring Administrative Agent’s giving notice of resignation or the Required Lenders’ giving notice of removal, as the case may be, then the retiring Administrative Agent maymay appoint, on behalf of the Lenders and after consulting with the Lenders Borrower and the BorrowerLenders, appoint a successor Administrative Agent. If in such instance the retiring Administrative Agent from among appoints as the Lenderssuccessor Administrative Agent a Lender, such Lender shall accept such appointment. Each such successor Administrative Agent shall be a Lender or a financial institution which meets the requirements of an Eligible Assignee. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Credit Loan Documents. After any retiring Administrative Agent’s resignation as Administrative Agenthereunder, the provisions of this Article 13 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was Administrative Agent. If no successor to acting as the Administrative Agent has accepted appointment as Administrative Agent by the thirtieth (30th) day following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Administrative Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for hereinabovehereunder.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice to the Lenders and Borrower (provided, however, such resignation shall be effective only upon the appointment of a successor Administrative Agent in accordance with the provisions of this Section 11.10). The Required Lenders, for good cause, may remove Administrative Agent at any time by giving thirty (30) days’ prior notice to the Administrative Agent, the Borrower and the other Lenders. Upon any such notice of resignationresignation or removal, the Required Lenders will, with shall have the prior written consent of the Borrower (which consent shall not be unreasonably withheld), right to appoint from among the Lenders a successor to the Administrative Agent (provided that the Borrower’s consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing)Agent. If no successor to the Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such thirty-day periodthirty (30) days after the retiring Administrative Agent’s giving notice of resignation or the Required Lenders’ giving notice of removal, as the case may be, then the retiring Administrative Agent maymay appoint, on behalf of the Lenders and after consulting with the Lenders Borrower and the BorrowerLenders, appoint a successor Administrative Agent. Each such successor Administrative Agent from among shall be a financial institution which meets the Lendersrequirements of an Eligible Assignee. Unless an Event of Default shall have occurred and be continuing, any successor Administrative Agent shall be subject to the prior written approval of the Borrower (which approval will not be unreasonably withheld, conditioned or delayed). Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all 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 the other Credit Documents. After any retiring Administrative Agent’s resignation as Administrative Agenthereunder, the provisions of this Article Section 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 Administrative Agent. If no successor to acting as the Administrative Agent has accepted appointment as Administrative Agent by the thirtieth (30th) day following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Administrative Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for hereinabovehereunder.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Borrower Holders and the LendersIssuer. Upon any such notice of resignation, Requisite Holders shall have the Required Lenders willright, with upon five (5) Business Days’ notice to the prior written consent of the Borrower (which consent shall not be unreasonably withheld)Issuer, to appoint from among the Lenders a successor Administrative Agent which successor shall be reasonably acceptable to the Administrative Agent (provided that the Borrower’s consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing)Issuer. If no successor to the Administrative Agent shall have been so appointed by the Required Lenders Requisite Holders and shall have accepted such appointment within such thirty-day periodthirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and after consulting with the Lenders and the BorrowerHolders, appoint a successor Administrative Agent from among the LendersHolders. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, Agent and the retiring Administrative Agent shall promptly transfer to such successor Administrative Agent all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Note Documents, whereupon such retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documentshereunder. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article Section 9.7 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent. If no successor Agent hereunder. (b) Notwithstanding anything herein to the contrary, the Administrative Agent has accepted appointment may assign its rights and duties as Administrative Agent by hereunder to an Affiliate of the thirtieth (30th) day following a retiring Administrative Agent’s , to Highbridge or an Affiliate of Highbridge, any other financing source of Highbridge or Affiliate of Highbridge or to any Holder or Affiliate thereof without the prior written consent of, or prior written notice of resignationto, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, Issuer or the Holders; provided that the Issuer and the Lenders Holders may deem and treat such assigning Administrative Agent as Administrative Agent for all purposes hereof, unless and until such assigning Administrative Agent provides written notice to the Issuer and the Holders of such assignment. Upon such assignment such Affiliate shall thereafter perform succeed to and become vested with all of the rights, powers, privileges and duties of the as Administrative Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for hereinaboveNote Documents.

Successor Administrative Agent. The Administrative Agent may may, and at the request of the Majority Lenders shall, resign at any time by giving as Administrative Agent upon thirty (30) days’ prior written notice to the Borrower Lenders and the LendersBorrower. Upon any such notice of resignationIf the Administrative Agent shall resign as Administrative Agent under this Agreement, the Required Majority Lenders will, with the prior written consent of the Borrower (which consent shall not be unreasonably withheld), appoint from among the Lenders a successor to representative for the Administrative Agent (provided that the Borrower’s consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing)Lenders. If no successor representative is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such thirty-day periodmay appoint, then the retiring Administrative Agent may, on behalf of the Lenders and after consulting with the Lenders and the Borrower, appoint a successor Administrative Agent representative from among the Lenders. Upon the acceptance of any its appointment as Administrative Agent by a successor Administrative Agentrepresentative hereunder, such successor Administrative Agent representative shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Administrative Agent and the term “Administrative Agent, ” shall mean such successor representative and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documentsterminated. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article VIII and Sections 9.4 and 9.10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative AgentAgent under this Agreement. If no successor to the Administrative Agent representative has accepted appointment as Administrative Agent by the thirtieth date which is thirty (30th30) day days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, effective and the Lenders shall thereafter perform all of the duties of the Administrative Agent hereunder and under the other Credit Documents until such time, if any, as the Required Majority Lenders appoint a successor Administrative Agent representative as provided for hereinaboveabove. Upon resignation, the Administrative Agent shall execute and deliver such assignments and take such other actions as the Lenders shall reasonably request in order to transfer and assign its rights and interests under the Collateral Documents to the Lenders or any successor representative appointed by the Lenders; provided that any costs and expenses incurred by the Administrative Agent in taking such actions shall be reimbursed in accordance with Section 9.4(a).

Successor Administrative Agent. The Administrative Agent may resign at any time by giving thirty (30) 30 days’ prior written notice thereof to the Borrower Lenders and the LendersBorrower (and may be removed by Required Lenders if it is a Defaulting Lender). Unless otherwise agreed by the resigning Administrative Agent, any such resignation by the Administrative Agent hereunder shall also constitute its resignation as an Issuer in accordance with the provisions Section 2.03(l). Upon any such notice of resignationresignation or removal, the Required Lenders will, with shall have the prior written consent of the Borrower (which consent shall not be unreasonably withheld), right to appoint from among the Lenders a successor to the Administrative Agent (provided that the Borrower’s consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing)Agent. If no successor to the Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 20 days after such thirty-day periodretiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders and after consulting with the Lenders and the BorrowerLenders, appoint a successor Administrative Agent Agent, selected from among the Lenders. In either case, such appointment shall be subject to the prior written approval of the Borrower (which approval may not be unreasonably withheld and shall not be required upon the occurrence and during the continuance of an Event of Default). If no successor Administrative Agent has been appointed pursuant to the preceding sentences by the 30th day after the date of such retiring Administrative Agent’s notice of resignation, the Administrative Agent’s resignation shall become effective and the Required Lenders shall thereafter perform all the duties of the Administrative Agent hereunder and/or under any other Credit Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent (which appointment shall be subject to the prior written approval of the Borrower (such approval not to be unreasonably withheld) unless an Event of Default has occurred and is continuing). Upon the acceptance of any appointment as Administrative Agent by a successor Administrative Agent, respectively, such successor Administrative Agent shall thereupon succeed to to, and become vested with with, all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder under this Agreement and under the other Credit Loan Documents. After Prior to any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Agent its rights as Administrative Agent under the Loan Documents. After such resignation or removal, the retiring Administrative Agent, its sub-agents and their Related Parties shall continue to have the benefit of this Article shall inure to its benefit VIII and Section 9.05 as to any actions taken or omitted to be taken by it while it was Administrative Agent. If no successor to the Administrative Agent has accepted appointment as Administrative Agent by the thirtieth (30th) day following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, under this Agreement and the Lenders shall thereafter perform all of the duties of the Administrative Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for hereinaboveLoan Documents.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice to the Borrower and the Lenders. Upon any such notice of resignation, the Required Lenders willshall, with the prior written consent of the Borrower (which consent shall not be unreasonably withheld), have the right to appoint from among the Lenders a successor to the Administrative Agent (provided that the Borrower’s consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing). If no successor to the Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such thirty-day period, then the retiring Administrative Agent may, on behalf of the Lenders and after consulting with the Lenders and the Borrower, appoint a successor Administrative Agent from among Agent, which shall be a financial institution having a rating of not less than “A” or its equivalent by Standard & Poor’s Ratings Services or any of the Lenders. Upon the acceptance of any appointment as Administrative Agent 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 the other Credit Documents. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Article X shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent. If no successor to the Administrative Agent has accepted appointment as Administrative Agent by the thirtieth (30th) day following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Administrative Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for hereinabove.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving thirty (30) days’ prior written give notice of its resignation to the Borrower Lenders and the LendersBorrowers. Upon receipt of any such notice of resignation, the Required Lenders willshall have the right, in consultation with the prior written consent Borrowers, to appoint a successor, or an Affiliate of the Borrower (which consent shall not be unreasonably withheld), appoint from among the Lenders a successor to the Administrative Agent (provided that the Borrower’s consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing)any such bank. If no such successor to the Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such thirty-day periodthirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, may on behalf of the Lenders and after consulting with the Lenders and the BorrowerLenders, appoint a successor Administrative Agent from among meeting the Lenders. Upon qualifications set forth above provided that if the acceptance of any appointment as Administrative Agent by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to notify the Borrowers and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become vested effective in accordance with all the rights, powers, privileges such notice and duties of the retiring Administrative Agent, and (a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents. After Documents (except that in the case of any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken Collateral held by it while it was Administrative Agent. If no successor to the Administrative Agent has accepted appointment as Administrative Agent by on behalf of the thirtieth (30th) day following a retiring Administrative Agent’s notice Lenders under any of resignationthe Credit Documents, the retiring Administrative Agent’s resignation Agent shall nevertheless thereupon become effectivecontinue to hold such Collateral until such time as a successor Administrative Agent is appointed) and (b) all payments, communications and the Lenders shall thereafter perform all of the duties of determinations provided to be made by, to or through the Administrative Agent hereunder and under the other Credit Documents shall instead be made by or to each Lender directly, until such time, if any, time as the Required Lenders appoint a successor Administrative Agent as provided for hereinaboveabove in this paragraph. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Credit Documents, the provisions of this Article and Section 10.5 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

Successor Administrative Agent. The Administrative Agent may may, and at the request of the Required Lenders as a result of Administrative Agent’s gross negligence or willful misconduct in performing its duties under this Agreement shall, resign at any time by giving thirty (30) as Administrative Agent upon 30 days’ prior written notice to the Borrower Lenders, and the Lenders. Upon any such notice of resignationresignation by Administrative Agent shall also constitute its resignation as L/C Issuer. If Administrative Agent resigns under this Agreement, the Required Lenders willshall appoint from among Lenders a successor administrative agent for Lenders, with which successor administrative agent shall be consented to by the prior written Borrower at all times other than during the existence of a Default (which consent of the Borrower (which consent shall not be unreasonably withheld), appoint from among the Lenders a successor to the Administrative Agent (provided that the Borrower’s consent shall not be required in the event a Default withheld or Event of Default shall have occurred and be continuingdelayed). If no successor administrative agent is appointed prior to the effective date of the resignation of Administrative Agent, Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such thirty-day periodmay appoint, then the retiring Administrative Agent may, on behalf of the Lenders and after consulting with the Lenders and the Borrower, appoint a successor Administrative Agent administrative agent from among the Lenders. Upon the acceptance of any its appointment as Administrative Agent by a successor Administrative Agentadministrative agent hereunder, such successor Administrative Agent administrative agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Administrative Agent and L/C Issuer and the respective terms “Administrative Agent” and “L/C Issuer” shall mean such successor administrative agent and L/C Issuer, and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be discharged from its terminated and the retiring L/C Issuer’s rights, powers and duties and as such shall be terminated, without any other or further act or deed on the part of such retiring L/C Issuer or any other Lender, other than the obligation of the successor L/C Issuer to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations hereunder and under of the other Credit Documentsretiring L/C Issuer with respect to such Letter of Credit. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article and other applicable Sections of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative AgentAgent and L/C Issuer under this Agreement. If no successor to the Administrative Agent administrative agent has accepted appointment as Administrative Agent and L/C Issuer by the thirtieth (30th) day date which is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, effective and the Lenders shall thereafter perform all of the duties of the Administrative Agent and L/C Issuer hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent agent as provided for hereinabove.above. Notwithstanding the foregoing, however, Bank of America, N.A. may not be removed as Administrative Agent at the request of the Required Lenders unless Bank of America shall also simultaneously be replaced and fully released as “L/C Issuer” hereunder pursuant to documentation in form and substance reasonably satisfactory to Bank of America, N.A.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Borrower Lenders and the LendersBorrower. Upon any such notice of resignation, the Required Lenders willshall have the right (with, with so long as no Default is continuing, the prior written Borrower’s consent of the Borrower (which consent shall not be unreasonably withheldwithheld or delayed)) to appoint, appoint from among on behalf of the Lenders Borrower and the Holders of Secured Obligations, a successor to the Administrative Agent (provided that the Borrower’s consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing)Agent. If no successor to the Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such thirty-day periodthirty days after the retiring Administrative Agent’s giving notice of resignation, then the retiring Administrative Agent maymay appoint (with, so long as no Default or Unmatured Default is continuing, the Borrower’s consent), on behalf of the Lenders Borrower and after consulting with the Lenders Holders of Secured Obligations, a successor Administrative Agent. Notwithstanding anything herein to the contrary, so long as no Default has occurred and is continuing, each such successor Administrative Agent shall be subject to approval by the Borrower, appoint a which approval shall not be unreasonably withheld or delayed. Such successor Administrative Agent from among the Lendersshall be a commercial bank or other financial institution having capital and 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 the other Credit Loan Documents. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this 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 Administrative Agent. If no successor to the Administrative Agent has accepted appointment acting as Administrative Agent by the thirtieth (30th) day following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Administrative Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for hereinaboveLoan Documents.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving as Administrative Agent upon thirty (30) days’ prior written notice to the Borrower and the Lenders. Upon any such notice of resignationIf the Administrative Agent resigns under this Credit Agreement, the Required Lenders will, with the prior written consent of the Borrower (which consent shall not be unreasonably withheld), appoint from among the Lenders a successor administrative agent for the Lenders, which successor administrative agent shall be consented to by the Administrative Agent Borrower Representative at all times other than during the existence of an Event of Default (provided that which consent of the Borrower’s consent Borrower Representative shall not be required in the event a Default unreasonably withheld or Event of Default shall have occurred and be continuingdelayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such thirty-day periodmay appoint, then the retiring Administrative Agent may, on behalf of the Lenders and after consulting with the Lenders and the BorrowerBorrower Representative, appoint a successor Administrative Agent administrative agent from among the Lenders. Upon the acceptance of any its appointment as Administrative Agent by a successor Administrative Agentadministrative agent hereunder, the Person acting as such successor Administrative Agent administrative agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Administrative Agent and the term “Administrative Agent, ” thereafter shall mean such successor administrative agent and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be discharged from its duties and obligations hereunder and under terminated without any other or further act or deed on the part of such retiring Administrative Agent or any other Credit DocumentsLender. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article IX and Sections 10.04 and 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative AgentAgent under this Credit Agreement. If no successor to the Administrative Agent administrative agent has accepted appointment as Administrative Agent by the thirtieth date thirty (30th30) day days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, effective and the Lenders shall thereafter perform all of the duties of the Administrative Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent agent as provided for hereinaboveabove.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Borrower Lenders and the LendersBorrowers, with any such resignation to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 9.06. Upon any such notice of resignation, the Required Majority Lenders willshall have the right to appoint a successor Administrative Agent, with which shall be a Lender or another commercial bank or trust company reasonably acceptable to the prior written consent Borrowers organized or licensed under the laws of the Borrower (which consent shall not be unreasonably withheld)United States, appoint from among the Lenders a successor to the Administrative Agent (provided that the Borrower’s consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing)any State thereof. If no successor to the Administrative Agent shall have been so appointed by the Required Lenders Majority Lenders, and shall have accepted such appointment appointment, within such thirty-day period30 days after the retiring Administrative Agent's giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders and after consulting with the Lenders and the BorrowerLenders, appoint a successor Administrative Agent, which shall be Lender or shall be another commercial bank or trust company organized or licensed under the laws of the United States or of any State thereof reasonably acceptable to the Borrowers. In addition to the foregoing right of the Administrative Agent from among to resign, the LendersMajority Lenders may remove the Administrative Agent at any time, with or without cause, concurrently with the appointment by the Majority Lenders of a successor Administrative Agent. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documentsthis Agreement. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative Agent, the provisions of this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent. If no successor to the Administrative Agent has accepted appointment as Administrative Agent by the thirtieth (30th) day following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Administrative Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for hereinaboveLoan 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 thirty (30) days’ prior written notice thereof to the Lenders and the Borrower and may be removed at any time for cause by the Required Lenders. Upon any such notice of resignationresignation or removal, the Required Lenders willshall have the right to appoint a successor Administrative Agent which appointment shall, with prior to a Default, be subject to the prior written consent of the Borrower (which consent shall not be unreasonably withheld)Borrower, appoint from among the Lenders a successor to the Administrative Agent (provided that the Borrower’s consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing)acting reasonably. If (a) no successor to the Administrative Agent shall have been so appointed by the Required Lenders and or (b) if appointed, no successor Administrative Agent shall have accepted such appointment within such thirty-day periodthirty (30) days after the retiring Administrative Agent gave notice of resignation or the Required Lenders removed the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and after consulting with the Lenders and the BorrowerLenders, appoint a successor Administrative Agent from among which shall be any Lender or a commercial bank organized under the Lenderslaws of the United States or any political subdivision thereof which has combined capital and reserves in excess of $250,000,000.00 and which shall be reasonably acceptable to the Borrower. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, Agent such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, duties and duties obligations of the retiring Administrative Agent, Agent and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Credit Loan Documents. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative Agent, Agent the provisions of this 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. If no successor to In the event that the Administrative Agent has accepted appointment as Administrative Agent by the thirtieth (30th) day following or any of its respective affiliates ceases to be a retiring Administrative Agent’s notice of resignationLender hereunder, the retiring Administrative Agent’s resignation such Person shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Administrative Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for hereinaboveresign its agency hereunder.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving thirty (30) days’ prior written give notice of its resignation to the Borrower Lenders and the LendersBorrowers. Upon If the Administrative Agent at any such notice time shall resign or if the office of resignationthe Administrative Agent shall become vacant for any other reason, the Required Lenders willLenders, with the prior written consent of the Borrower Borrowers (which consent shall not be unreasonably withheld), appoint from among the Lenders a successor to the Administrative Agent (provided that the Borrower’s consent withheld or delayed and shall not be required in the event a Default or at any time that an Event of Default is continuing under Section 8.1(a) or (f)) shall, by written instrument, appoint a successor Administrative Agent. Such successor Administrative Agent shall have occurred thereupon become the Administrative Agent hereunder, as applicable, and the Administrative Agent shall deliver or cause to be continuing)delivered to any successor Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request. If no such successor to the Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation (or such thirty-earlier day periodas shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent maymay (but shall not be obligated to), on behalf of the Lenders and after consulting with the Lenders and the BorrowerLenders, appoint a successor Administrative Agent from among that is a Lender at such time or that meets the Lendersqualifications for an Eligible Assignee hereunder. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. Any resignation by SVB as Administrative Agent pursuant to this Section 9.9 shall also constitute its resignation as the Issuing Lender and Swingline Lender. Upon the acceptance of any a successor’s appointment as Administrative Agent by a successor Administrative Agenthereunder, (i) such successor Administrative Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative AgentIssuing Lender and Swingline Lender, (ii) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder and under the other Loan Documents, and (iii) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit. (b) If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrowers and such Person remove such Person as Administrative Agent and, with the consent of the Borrowers (which consent shall not be unreasonably withheld or delayed and shall not be required at any time that an Event of Default is continuing under Section 8.1(a) or (f)), appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Credit Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Secured Parties under any of the Loan Documents. After any , the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed and such collateral security is assigned to such successor Administrative Agent’s resignation as ) and (ii) except for any indemnity payments owed to the retiring or removed Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted all payments, communications and determinations provided to be taken by it while it was Administrative Agent. If no successor made by, to or through the Administrative Agent has accepted appointment as Administrative Agent shall instead be made by the thirtieth (30th) day following a retiring Administrative Agent’s notice of resignationor to each Lender directly, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Administrative Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for hereinaboveabove in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Administrative Agent (other than any rights to indemnity payments owed to the retiring or removed Administrative Agent), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring or removed Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of Section 9 and Section 10.5 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent was acting as the Administrative Agent.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving may, upon thirty (30) days’ prior written notice to the Borrower Seller and the LendersManaging Agents, and the Administrative Agent shall, upon the direction of all of the Purchasers (other than the Administrative Agent, in its individual capacity) resign as Administrative Agent. Upon any such Each Managing Agent may, upon thirty (30) days’ prior notice of resignationto Seller, the Required Lenders willAdministrative Agent, with the prior written consent Purchasers in its Purchase Group, and each Managing Agent shall, upon the direction of all of the Borrower Purchasers in its Purchase Group (which consent shall not be unreasonably withheldother than the Managing Agent, in its individual capacity), resign as a Managing Agent. If the Administrative Agent shall resign, then the Required Managing Agents during such thirty-day period shall appoint from among the Lenders Purchasers a successor to Administrative Agent. If a Managing Agent shall resign, then the Purchasers in its Purchase Group shall appoint a successor managing agent during such thirty-day period. If for any reason no successor Administrative Agent (provided that the Borrower’s consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing). If no successor to the Administrative Managing Agent shall have been is so appointed by the Required Lenders and shall have accepted such appointment within during such thirty-day period, then effective upon the retiring termination of such thirty-day period, the Purchasers shall perform all of the duties of the Administrative Agent may, on behalf or the Purchasers in the applicable Purchase Group shall perform all of the Lenders duties of such Managing Agent, as applicable, hereunder and after consulting under the other Transaction Documents and Seller and Servicer (as applicable) shall make all payments in respect of the Aggregate Unpaids directly to the applicable Purchasers and for all purposes shall deal directly with the Lenders and Purchasers. After the Borrower, appoint a successor Administrative Agent from among the Lenders. Upon the acceptance effectiveness of any appointment retiring Managing Agent’s or any Administrative Agent’s resignation hereunder as Administrative Managing Agent by a successor or 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 Managing Agent or Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents. After any retiring Administrative Agent’s resignation as Administrative Agent, Transaction Documents and the provisions of this Article XI and Article X 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 Administrative Agent. If no successor to the Managing Agent or Administrative Agent has accepted appointment as Administrative Agent by the thirtieth (30th) day following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Administrative Agent hereunder under this Agreement and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for hereinaboveTransaction Documents.

Successor Administrative Agent. The Administrative Agent may shall have the right to resign at any time by giving thirty (30) days’ prior written notice thereof to Lenders and the Borrower. The Administrative Agent shall have the right to appoint a financial institution to act as the Administrative Agent hereunder, subject to the reasonable satisfaction of the Borrower and the Required Lenders, and the Administrative Agent’s resignation shall become effective on the earliest of (i) 30 days after delivery of the notice of resignation (regardless of whether a successor has been appointed or not), (ii) the acceptance of such successor Administrative Agent by the Borrower and the Required Lenders or (iii) such other date, if any, agreed to by the Required Lenders. Upon any such notice of resignation, the Required Lenders will, with the prior written consent of the Borrower (which consent shall not be unreasonably withheld), appoint from among the Lenders if a successor to the Administrative Agent (provided that the Borrower’s consent shall has not be required in the event a Default or Event of Default shall have occurred and be continuing). If no successor to the Administrative Agent shall have already been so appointed by the retiring Administrative Agent, Required Lenders and shall have accepted such appointment within such thirty-day periodthe right, then the retiring Administrative Agent may, on behalf of the Lenders and after consulting in consultation with the Lenders and the Borrower, to appoint a successor Administrative Agent. If neither the Required Lenders nor the Administrative Agent from among have appointed a successor Administrative Agent, the LendersRequired Lenders shall be deemed to have succeeded to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative AgentAgent and the retiring Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all sums held under the Loan Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Loan Documents, and (ii) take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent of the Loan Documents, whereupon such retiring Administrative Agent shall be discharged from its duties and obligations hereunder and or under the other Credit DocumentsLoan Documents (if not already discharged therefrom as provided above in this Article). After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article 8 and Section 9.03 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent. If no successor to the Administrative Agent has accepted appointment as Administrative Agent by the thirtieth (30th) day following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Administrative Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for hereinabovehereunder.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Borrower Lenders and the Borrower, and the Administrative Agent may be removed at any time with or without cause by written notice received by the Administrative Agent from the Required Lenders. Upon any such notice of resignationresignation or removal, the Required Lenders willshall have the right to appoint, with without the prior written consent of the Borrower (which consent shall not be unreasonably withheld)and on behalf of the Swing Line Lender, appoint from among the Issuing Lenders and Lenders, a successor to the Administrative Agent (provided that the Borrower’s consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing)Agent. If no successor to the Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such thirty-day periodthirty days after the retiring Administrative Agent's giving notice of resignation, then the retiring Administrative Agent maymay appoint, without the consent of the Borrower and on behalf of the Lenders Issuing Lenders, Swing Line Lender and after consulting with Lenders, a successor Administrative Agent, which successor Administrative Agent shall be a Lender unless no Lender shall so agree in which event such successor Administrative Agent may be a Person of the Lenders Administrative Agent's choosing. Notwithstanding anything herein to the contrary, so long as no Default has occurred and is continuing, each such successor Administrative Agent shall be subject to approval by the Borrower, appoint a which approval shall not be unreasonably withheld. Such successor Administrative Agent from among the Lendersshall be a commercial bank having capital and retained earnings of at least $100,000,000. 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 the other Credit Loan Documents. After any retiring Administrative Agent’s 's resignation hereunder as Administrative Agent, the provisions of this Article X shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was Administrative Agent. If no successor to the Administrative Agent has accepted appointment acting as Administrative Agent by the thirtieth (30th) day following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Administrative Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for hereinaboveLoan Documents.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Borrower Lenders and the LendersBorrower. Upon any such notice of resignation, the Required Requisite Lenders will, with shall have the prior written consent of the Borrower (which consent shall not be unreasonably withheld), right to appoint from among the Lenders a successor to the Administrative Agent (provided that the Borrower’s consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing)Agent. If no successor to the Administrative Agent shall have been so appointed by the Required Lenders Requisite Lenders, and shall have accepted such appointment appointment, within such thirty-day period30 days after the retiring Administrative Agent's giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders and after consulting with the Lenders and the BorrowerLenders, appoint a successor Administrative Agent Agent, selected from among the Lenders. In either case, such appointment shall be subject to the prior written approval of the Borrower (which approval may not be unreasonably withheld and shall not be required upon the occurrence and during the continuance of an Event of Default). Upon the acceptance of any appointment as Administrative Agent 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 under this Agreement and under the other Credit Loan Documents. After Prior to any retiring Administrative Agent’s 's resignation hereunder as Administrative Agent, the provisions retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents. After such resignation, the retiring Administrative Agent shall continue to have the benefit of this Article shall inure to its benefit X as to any actions taken or omitted to be taken by it while it was Administrative AgentAgent under this Agreement and the other Loan Documents. If no successor Anything herein to the contrary notwithstanding, the Administrative Agent has accepted appointment as Administrative Agent by the thirtieth (30th) day following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of resign if at any time the Administrative Agent hereunder and under is not a Lender having a Revolving Credit Commitment of at least $10,000,000 (or such ratably lesser amount if the other Revolving Credit Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for hereinaboveCommitments have been reduced in accordance with this Agreement).

Successor Administrative Agent. The Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Borrower Lenders and the LendersBorrower. Upon any such notice of resignation, the Required Lenders willshall have the right to appoint a successor Administrative Agent from among the Lenders, with the prior written consent of the Borrower (Borrower, which consent shall will not be unreasonably withheld), appoint from among the Lenders a successor to the Administrative Agent (provided that the Borrower’s consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing). If no successor to the Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment appointment, within such thirty-day period30 days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders and after consulting with the Lenders and the BorrowerLenders, appoint a successor Administrative Agent from among Agent, which with the Lendersconsent of the Borrower, which will not be unreasonably withheld, shall be a commercial bank organized or licensed under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $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. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s delivery of notice of resignation, the retiring Administrative Agent’s notice of resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder and under until such time, if any, as the other Credit DocumentsRequired Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent. If no successor to the Administrative Agent has accepted appointment as Administrative Agent by the thirtieth (30th) day following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Administrative Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for hereinabovethis Agreement.

Successor Administrative Agent. The (a) Administrative Agent may resign from the performance of all its functions and duties hereunder and under the other Financing Documents at any time by giving thirty (30) days’ prior written notice to the Borrower and the Lenders. The Administrative Agent may be removed at any time (i) by the Required Lenders for such Person’s gross negligence or willful misconduct or (ii) by the Borrower, with the consent of the Required Lenders, for such Person’s gross negligence or willful misconduct. In the event MUFG Bank, Ltd. is no longer the Administrative Agent, any successor Administrative Agent may be removed at any time with cause by the Required Lenders. Any such resignation or removal shall take effect upon the appointment of a successor Administrative Agent, in accordance with this Section 9.7 (Successor Administrative Agent). (b) Upon any such notice of resignationresignation by the Administrative Agent or upon the removal of the Administrative Agent by the Required Lenders, or by the Borrower with the approval of the Required Lenders pursuant to Section 9.7(a) (Successor Administrative Agent), the Required Lenders will, with the prior written consent of the Borrower (which consent shall not be unreasonably withheld), appoint from among the Lenders a successor Administrative Agent, hereunder and under each other Financing Document to which the Administrative Agent is a party, such successor Administrative Agent to be a commercial bank having a combined capital and surplus of at least one billion Dollars ($1,000,000,000); provided that the Borrower’s consent shall not be required in the event a Default or that, if no Event of Default shall have occurred and then be continuing, appointment of a successor Administrative Agent shall also be acceptable to the Borrower (such acceptance not to be unreasonably withheld, conditioned or delayed). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between Borrower and such successor. (c) If no successor to the Administrative Agent shall have has been so appointed by the Required Lenders and shall have accepted Xxxxxxx within thirty (30) days after the date such notice of resignation was given by such resigning Administrative Agent, or the Required Xxxxxxx elected to remove such Person, any Lender may petition any court of competent jurisdiction for the appointment within of a successor Administrative Agent. Such court may thereupon, after such thirty-day periodnotice, then the retiring Administrative Agent mayif any, on behalf of the Lenders and after consulting with the Lenders and the Borroweras it may deem proper, appoint a successor Administrative Agent from among the Lenders. Upon the acceptance of any appointment as Administrative Agent by a successor Administrative Agent, such successor Administrative Agent who 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 the other Credit Documents. After any retiring Administrative Agent’s resignation serve as Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent. If no successor to the Administrative Agent has accepted appointment as Administrative Agent by the thirtieth (30th) day following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Administrative Agent hereunder and under the each other Credit Documents Financing Document to which it is a party until such time, if any, as the Required Lenders appoint a successor Administrative Agent Agent, as provided above. (d) Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or removed) Administrative Agent, and the retiring (or removed) Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Financing Documents. After the retirement or removal of the Administrative Agent hereunder and under the other Financing Documents, the provisions of this Section 9 (Agents) and Section 10.4 (Indemnity) shall continue in effect for hereinabovethe benefit of such retiring (or removed) Person, its sub-agents and their respective Agent Affiliates in respect of any actions taken or omitted to be taken by any of them while the retiring Person was acting in its capacity as Administrative Agent.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Borrower Lenders and the LendersCompany. Upon any such notice of resignation, the Required Lenders willshall have the right to appoint, with subject to the prior written consent Company’s approval (not to be unreasonably withheld or delayed), on behalf of the Borrower (which consent shall not be unreasonably withheld)Borrowers and the Lenders, appoint from among the Lenders a successor to the Administrative Agent (provided that the Borrower’s consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing)Agent. If no successor to the Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such thirty-day period30 days after the retiring Administrative Agent’s giving notice of resignation, then the retiring Administrative Agent maymay appoint, on behalf of the Lenders and after consulting with the Lenders Borrowers and the BorrowerLenders, a successor Administrative Agent. Such successor Administrative Agent shall be a Lender or commercial bank having capital and retained earnings of at least $500,000,000. If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Company and such Person, remove such Person as Administrative Agent and, subject to the Company’s approval (not to be unreasonably withheld or delayed), appoint a successor Administrative Agent from among (which shall be a Lender or commercial bank having capital and retained earnings of at least $500,000,000). If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. 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 or removed Administrative Agent, and the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Credit Loan Documents. After any retiring or removed Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this 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 Administrative Agent. If no successor to the Administrative Agent has accepted appointment acting as Administrative Agent by the thirtieth (30th) day following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Administrative Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for hereinaboveLoan Documents.

Successor Administrative Agent. The (a) Administrative Agent and Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Borrower Lenders and the LendersAdministrative Borrower. Upon any such notice of resignation, Requisite Lenders shall have the Required Lenders will, with right (subject to the prior written consent of the Administrative Borrower (which consent shall not to be unreasonably withheld), appoint from among the Lenders a successor to the Administrative Agent (provided that the Borrower’s consent shall not be required in the event a Default or ) so long as no Event of Default shall have has occurred and be continuingis continuing or would have been continuing but for a forbearance agreement or waiver that is not permanent being in effect), upon five Business Days’ notice to Administrative Borrower, to appoint a successor Administrative Agent and Collateral Agent. If no successor to the Administrative Agent shall have been so appointed by the Required Requisite Lenders and shall have accepted such appointment within such thirty-day periodthirty (30) days after the retiring Administrative Agent and Collateral Agent gives notice of its resignation, then the retiring Administrative Agent and Collateral Agent may, on behalf of the Lenders (subject to the consent of the Administrative Borrower (not to be unreasonably withheld) so long as no Event of Default has occurred and after consulting with the Lenders and the Borroweris continuing or would have been continuing but for a forbearance agreement or waiver that is not permanent being in effect), appoint a successor Administrative Agent and Collateral Agent from among the Lenders. Upon the acceptance of any appointment as Administrative Agent and Collateral Agent hereunder by a successor Administrative Agent and Collateral Agent, such that successor Administrative Agent and Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, Agent and Collateral Agent and the retiring Administrative Agent and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Credit Documents, and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documentshereunder. After any retiring Administrative Agent’s and Collateral Agent’s resignation hereunder as Administrative Agent and Collateral Agent, the provisions of this Article Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent. If no successor Agent hereunder. (b) Notwithstanding anything herein to the contrary, Administrative Agent has accepted appointment may assign its rights and duties as Administrative Agent by hereunder to an Affiliate of a Silver Point Party or to any Lender without the thirtieth (30th) day following a retiring prior written consent of, or prior written notice to, Administrative Agent’s notice of resignation, Borrower or the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, Lenders; provided that Borrowers and the Lenders may deem and treat such assigning Administrative Agent as Administrative Agent for all purposes hereof, unless and until such assigning Administrative Agent provides written notice to Administrative Borrower and the Lenders of such assignment. Upon such assignment such Affiliate shall thereafter perform succeed to and become vested with all of the rights, powers, privileges and duties of the as Administrative Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for hereinaboveDocuments.

Successor Administrative Agent. The Each Lender agrees that First Chicago shall serve as Administrative Agent at all times during the term of this Facility, except that First Chicago may resign as Administrative Agent in the event (x) First Chicago and Borrower shall mutually agree in writing or (y) an Event of Default shall occur under the Loan Documents (irrespective of whether such Event of Default subsequently is waived), or (z) First Chicago shall determine, in its sole reasonable discretion, that because of its other banking relationships with Borrower and/or Borrower's Affiliates at the time of such decision First Chicago's resignation as Administrative Agent would be necessary in order to avoid creating an appearance of impropriety on the part of First Chicago. First Chicago (or any successor Administrative Agent) may be removed as Administrative Agent by written notice received by Administrative Agent from all of the other Lenders (i) at any time with cause (i.e., a breach by giving thirty First Chicago (30or any successor Administrative Agent) days’ prior written notice of its duties as Administrative Agent hereunder), or (ii) without cause if First Chicago (or any successor Administrative Agent) assigns a portion of First Chicago's (or such successor Administrative Agent's) then applicable Commitment in an amount such that following such assignment First Chicago's (or such successor Administrative Agent's) then remaining Commitment is less than the then applicable Commitment of any other Lender hereunder. Upon any such resignation or removal, UBS shall be the successor Administrative Agent (unless objected to by the Majority Lenders) or, if UBS declines or is so objected to, the Majority Lenders shall have the right to appoint, on behalf of the Borrower and the Lenders. Upon any such notice of resignation, the Required Lenders will, with the prior written consent of the Borrower (which consent shall not be unreasonably withheld), appoint from among the Lenders a successor to the Administrative Agent (provided that the Borrower’s consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing)Agent. If no successor to the Administrative Agent shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within such thirty-day periodthirty days after the retiring Administrative Agent's giving notice of resignation, then the retiring Administrative Agent maymay appoint, on behalf of the Lenders and after consulting with the Lenders Borrower and the BorrowerLenders, appoint a successor Administrative Agent. Such successor Administrative Agent from among the Lendersshall be a commercial bank having capital and retained earnings of at least $100,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative AgentAgent (including the right to receive any fees for performing such duties which accrue thereafter), and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Credit Loan Documents. After any retiring Administrative Agent’s 's resignation hereunder as Administrative Agent, the provisions of this Article XII shall inure to continue in effect for its benefit as to and that of the other Lenders in respect of any actions taken or omitted to be taken by it while it was Administrative Agent. If no successor to the Administrative Agent has accepted appointment acting as Administrative Agent by the thirtieth (30th) day following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Administrative Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for hereinaboveLoan Documents.

Successor Administrative Agent. The Administrative Agent may resign at any time as Administrative Agent under the Loan Documents and Other Related Documents by giving thirty (30) days’ prior written notice thereof to the Borrower Lenders and the LendersBorrowers. Upon any such notice of resignation, the Required Requisite Lenders willshall have the right to appoint a successor Administrative Agent which appointment shall, with provided no Default or Potential Default exists, be subject to the prior written consent of the Borrower (Borrower’s approval, which consent approval shall not be unreasonably withheld)withheld or delayed (except that the Borrowers shall, appoint from among the Lenders in all events, be deemed to have approved each Lender and any of its Affiliates as a successor to the Administrative Agent (provided that the Borrower’s consent shall not be required in the event a Default or Event of Default shall have occurred and be continuingAgent). If no successor to the Administrative Agent shall have been so appointed by in accordance with the Required Lenders immediately preceding sentence, and shall have accepted such appointment appointment, within such thirty-day periodthirty (30) days after the current Administrative Agent’s giving of notice of resignation, then the retiring current Administrative Agent may, on behalf of the Lenders and after consulting with the Lenders and the BorrowerLenders, appoint a successor Administrative Agent from among the LendersAgent, which shall be a Lender, if any Lender shall be willing to serve, and otherwise shall be an Eligible Assignee. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring current Administrative Agent, and the retiring current Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Credit Loan Documents and the Other Related Documents. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article 12 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative AgentAgent under the Loan Documents and the Other Related Documents. If no successor Notwithstanding anything contained herein to the contrary, the Administrative Agent has accepted appointment as Administrative Agent by may assign its rights and duties under the thirtieth (30th) day following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, Loan Documents and the Lenders shall thereafter perform all Other Related Documents to any of its Affiliates by giving the duties of the Administrative Agent hereunder Borrower and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for hereinaboveeach Lender prior written notice.

Successor Administrative Agent. The Administrative Agent may resign at any time as Administrative Agent under the Loan Documents and Other Related Documents by giving thirty (30) days’ prior written notice thereof to the Borrower Lenders and the LendersBorrowers. Upon any such notice of resignation, the Required Requisite Lenders willshall have the right to appoint a successor Administrative Agent which appointment shall, with provided no Default or Potential Default exists, be subject to the prior written consent of the Borrower (Borrower’s approval, which consent approval shall not be unreasonably withheld)withheld or delayed (except that the Borrowers shall, appoint from among the Lenders in all events, be deemed to have approved each Lender and any of its Affiliates as a successor to the Administrative Agent (provided that the Borrower’s consent shall not be required in the event a Default or Event of Default shall have occurred and be continuingAgent). If no successor to the Administrative Agent shall have been so appointed by in accordance with the Required Lenders immediately preceding sentence, and shall have accepted such appointment appointment, within such thirty-day periodthirty (30) days after the current Administrative Agent’s giving of notice of resignation, then the retiring current Administrative Agent may, on behalf of the Lenders and after consulting with the Lenders and the BorrowerLenders, appoint a successor Administrative Agent from among the LendersAgent, which shall be a Lender, if any Lender shall be willing to serve, and otherwise shall be an Eligible Assignee. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring current Administrative Agent, and the retiring current Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Credit Loan Documents and the Other Related Documents. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article 12. shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative AgentAgent under the Loan Documents and the Other Related Documents. If no successor Notwithstanding anything contained herein to the contrary, the Administrative Agent has accepted appointment as Administrative Agent by may assign its rights and duties under the thirtieth (30th) day following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, Loan Documents and the Lenders shall thereafter perform all Other Related Documents to any of its Affiliates by giving the duties of the Administrative Agent hereunder Borrower and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for hereinaboveeach Lender prior written notice.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving thirty (30) 30 days’ prior written notice thereof to the Borrower Lenders and the LendersBorrower, whether or not a successor Administrative Agent has been appointed. Upon any such notice of resignation, the Required Lenders will, with shall have the prior written consent of the Borrower (which consent shall not be unreasonably withheld), right to appoint from among the Lenders a successor to the Administrative Agent (provided that the Borrower’s consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing)Agent. If no successor to the Administrative Agent shall have been so appointed by the Required Lenders Xxxxxxx, and shall have accepted such appointment appointment, within such thirty-day period30 days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders and after consulting with the Lenders and the BorrowerLenders, appoint a successor Administrative Agent Agent, selected from among the Lenders. In either case, such appointment shall be subject to the prior written approval of the Borrower (which approval may not be unreasonably withheld and shall not be required upon the occurrence and during the continuance of an Event of Default). Upon the acceptance of any appointment as Administrative Agent by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to to, and become vested with with, all the rights, powers, privileges and duties of the retiring Administrative Agent. Upon the earlier of (x) the date that is 30 days after the giving by the existing Administrative Agent of a resignation notice pursuant to this Section 9.06 and (y) the acceptance of appointment as Administrative Agent by a successor Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder under this Agreement and under the other Credit Loan Documents. After Prior to any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents. After such resignation, the retiring Administrative Agent shall continue to have the benefit of this Article shall inure to its benefit IX as to any actions taken or omitted to be taken by it while it was Administrative Agent. If no successor to the Administrative Agent has accepted appointment as Administrative Agent by the thirtieth (30th) day following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, under this Agreement and the Lenders shall thereafter perform all of the duties of the Administrative Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for hereinaboveLoan Documents.

Successor Administrative Agent. The (a) Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Borrower Lenders and the Lenderseach Borrower. Upon any such notice of resignation, the Required Requisite Lenders will, with the prior written consent of the Borrower (which consent shall not be unreasonably withheld), appoint from among the Lenders a successor to the Administrative Agent (provided that the Borrower’s consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing). If no successor the right, upon five Business Days’ notice to the Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such thirty-day period, then the retiring Administrative Agent may, on behalf of the Lenders and after consulting with the Lenders and the each Borrower, to appoint a successor Administrative Agent from among the LendersAgent. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, Agent and the retiring Administrative Agent shall promptly transfer to such successor Administrative Agent all records and other documents in its possession that are necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, whereupon such retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The administration fees payable by Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between each Borrower and such successor. If the Requisite Lenders have not appointed a successor Administrative Agent, Administrative Agent shall have the right (but not the obligation) to appoint a financial institution to act as Administrative Agent hereunder but in any case, Administrative Agent’s resignation shall nonetheless become effective on the thirtieth day after it delivers its notice of resignation. If neither the Requisite Lenders nor Administrative Agent have appointed a successor Administrative Agent, the Requisite Lenders shall be deemed to succeeded to and under become vested with all the other Credit Documentsrights, powers, privileges and duties of the retiring Administrative Agent. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article 9 and Sections 10.02 and 10.03 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent. If no successor to the Administrative Agent has accepted appointment as Administrative Agent by the thirtieth hereunder. (30thb) day following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Administrative Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for hereinabove[Reserved].

Successor Administrative Agent. The Administrative Agent may resign at any time by giving thirty (30) as Administrative Agent upon 30 days’ prior written notice to the Borrower Lenders and the LendersBorrowers. Upon any such notice of resignationIf the Administrative Agent shall resign as Administrative Agent under this Agreement, then the Required Lenders will, with the prior written consent of the Borrower (which consent shall not be unreasonably withheld), appoint from among the Lenders a successor administrative agent for the Lenders, which appointment shall be subject to the Administrative Agent approval of the Borrowers (provided that the Borrower’s consent which approval shall not be unreasonably withheld and shall not be required in the event if there shall then exist a Default or Event of Default shall have occurred and be continuingDefault). If no successor to the Administrative Agent administrative agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such thirty-day period, 60 days after the retiring Administrative Agent’s giving of notice of resignation then the retiring Administrative Agent may, on behalf of the Lenders and after consulting with the Lenders and the BorrowerLenders, appoint a an interim successor Administrative Agent from among administrative agent. Any interim successor administrative agent appointed under the Lenders. Upon the acceptance of preceding sentence may be replaced at any appointment as Administrative Agent time by a successor Administrative Agent, administrative agent designated by the Required Lenders and subject to the approval of the Borrowers (which approval shall not be unreasonably withheld and shall not be required if there shall then exist a Default or Event of Default). Any such successor Administrative Agent administrative agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Administrative Agent, and the retiring term “Administrative Agent” shall mean such successor administrative agent effective upon its appointment, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be discharged from its duties and obligations hereunder and under terminated, without any other or further act or deed on the other Credit Documentspart of such former Administrative Agent or any of the parties to this Agreement or any holders of the Notes. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Article Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent. If no successor to the Administrative Agent has accepted appointment as Administrative Agent by the thirtieth (30th) day following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Administrative Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for hereinabovethis Agreement.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Lenders and Company (except in the Borrower case of GSCP, which may resign by giving five days’ prior written notice thereof, provided GSCP has identified a successor Administrative Agent), and the Administrative Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to Company and Administrative Agent and signed by Requisite Lenders. Upon any such notice of resignationresignation or any such removal, the Required Requisite Lenders will, with the prior written consent of the Borrower (which consent shall not be unreasonably withheld), appoint from among the Lenders a successor to the Administrative Agent (provided that the Borrower’s consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing). If no successor the right to the Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such thirty-day period, then the retiring Administrative Agent may, on behalf of the Lenders and after consulting with the Lenders and the Borrower, appoint a successor Administrative Agent from among Agent, upon five Business Days’ notice to Company, and Company shall have the Lendersright to consent to such successor Administrative Agent, such consent not to be unreasonably withheld or delayed. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent, Agent and the retiring or removed Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) execute and deliver to such successor Administrative Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent of the security interests created under the Collateral Documents, whereupon such retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documentshereunder. After any retiring or removed Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent. If no successor to the Administrative Agent has accepted appointment as Administrative Agent by the thirtieth (30th) day following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Administrative Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for hereinabovehereunder.

Successor Administrative Agent. (a) The Administrative Agent may shall have the right to resign at any time by giving thirty (30) days’ prior written notice thereof to Lxxxxxx and Bxxxxxxx. The Administrative Agent shall have the right to appoint a financial institution to act as the Administrative Agent hereunder, subject to the written consent of the Borrower and the reasonable satisfaction of the Required Lenders, and Administrative Agent’s resignation shall become effective on the earliest of (i) 30 days after delivery of the notice of resignation (regardless of whether a successor has been appointed or not), (ii) the acceptance of such successor Administrative Agent by the Borrower and the Required Lenders and the acceptance of being Administrative Agent by such successor, or (iii) such other date, if any, agreed to by the Required Lenders. Upon any such notice of resignation, if a successor Administrative Agent has not already been appointed by the retiring Administrative Agent, the Required Lenders willshall have the right, with the prior written consent of the Borrower (which consent shall not be unreasonably withheld)Borrower, to appoint from among the Lenders a successor to Administrative Agent. (b) If neither the Required Lxxxxxx nor Administrative Agent (provided that the Borrower’s consent shall not be required in the event have appointed a Default or Event of Default shall have occurred and be continuing). If no successor to the Administrative Agent shall have been so appointed by the Required Lenders and shall have or such successor has not accepted such appointment within such thirty-day period, then 30 days after delivery of notice of resignation by the retiring Administrative Agent mayAgent, on behalf the Required Lxxxxxx shall be deemed to have succeeded to and become vested with all the rights, powers, privileges and duties of the Lenders and after consulting with retiring or removed Administrative Agent until such time, if any, as the Lenders and the Borrower, Required Lxxxxxx appoint a successor Administrative Agent from among the Lendersand such successor accepts such appointment. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent, Agent and the retiring or removed Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all sums held under the Loan Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Loan Documents, and (ii) take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent of the Loan Documents, whereupon such retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and or under the other Credit DocumentsLoan Documents (if not already discharged therefrom as provided above in this Article 8). After any retiring or removed Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article 8 and Section 9.03 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent. If no successor to the Administrative Agent has accepted appointment as Administrative Agent by the thirtieth (30th) day following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Administrative Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for hereinabovehereunder.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Borrower Lenders and the LendersBorrower. Upon any such notice of resignation, the Required Lenders willshall have the right (with, with so long as no Default is continuing, the prior written Borrower's consent of the Borrower (which consent shall not be unreasonably withheldwithheld or delayed)) to appoint, appoint from among on behalf of the Lenders Borrower and the Holders of Secured Obligations, a successor to the Administrative Agent (provided that the Borrower’s consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing)Agent. If no successor to the Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such thirty-day periodthirty days after the retiring Administrative Agent's giving notice of resignation, then the retiring Administrative Agent maymay appoint (with, so long as no Default or Unmatured Default is continuing, the Borrower's consent), on behalf of the Lenders Borrower and after consulting with the Lenders Holders of Secured Obligations, a successor Administrative Agent. Notwithstanding anything herein to the contrary, so long as no Default has occurred and is continuing, each such successor Administrative Agent shall be subject to approval by the Borrower, appoint a which approval shall not be unreasonably withheld or delayed. Such successor Administrative Agent from among the Lendersshall be a commercial bank or other financial institution having capital and 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 the other Credit Loan Documents. After any retiring Administrative Agent’s 's resignation hereunder as Administrative Agent, the provisions of this 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 Administrative Agent. If no successor to the Administrative Agent has accepted appointment acting as Administrative Agent by the thirtieth (30th) day following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Administrative Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for hereinaboveLoan Documents.

Successor Administrative Agent. The (a) Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Borrower and the LendersBuyers. Upon any such notice of resignation, Buyers shall have the Required Lenders will, with the prior written consent of the Borrower (which consent shall not be unreasonably withheld), right to appoint from among the Lenders a successor to the Administrative Agent (provided administrative agent; provided, that the Borrower’s consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing). If no successor to the Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such thirty-day period, then the retiring Administrative Agent may, on behalf shall continue to hold the Collateral and all liens and security interest therein for the benefit of the Lenders and after consulting with the Lenders and the Borrower, appoint Buyers until a successor Administrative Agent from among the Lenders. administrative agent is appointed. (b) Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agentadministrative agent, such that successor Administrative Agent administrative agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative AgentAgent and the retiring Administrative Agent shall promptly (i) transfer to such successor administrative agent all sums and items of Collateral held under the Program Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor administrative agent under the Program Documents, and (ii) execute and deliver to such successor administrative agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor administrative agent of the security interests created under the Program Documents, whereupon such retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documentshereunder. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article X and Section 11.02 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent. If no successor Agent hereunder. (c) Notwithstanding anything herein to the contrary, Administrative Agent has accepted appointment may assign its rights and duties as Administrative Agent by the thirtieth (30th) day following a retiring Administrative Agent’s hereunder to an Affiliate without written notice of resignationto, the retiring Buyers; provided, that Seller and Buyers may deem and treat such assigning Administrative Agent’s resignation Agent as Administrative Agent for all purposes hereof, unless and until such assigning Administrative Agent provides written notice to Seller and Buyers of such assignment. Upon such assignment such Affiliate shall nevertheless thereupon succeed to and become effectivevested with all rights, powers, privileges and the Lenders shall thereafter perform all of the duties of the as Administrative Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for hereinaboveProgram Documents.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving thirty (30) as Administrative Agent upon 30 days’ prior written notice to the Borrower Lenders and the LendersBorrowers. Upon any such notice of resignationIf the Administrative Agent shall resign as Administrative Agent under this Agreement, then the Required Lenders will, with the prior written consent of the Borrower (which consent shall not be unreasonably withheld), appoint from among the Lenders a successor administrative agent for the Lenders, which appointment shall be subject to the Administrative Agent approval of the Borrowers (provided that the Borrower’s consent which approval shall not be unreasonably withheld and shall not be required in the event if there shall then exist a Default or Event of Default shall have occurred and be continuingDefault). If no successor to the Administrative Agent administrative agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such thirty-day period, 60 days after the retiring Administrative Agent’s giving of notice of resignation then the retiring Administrative Agent may, on behalf of the Lenders and after consulting with the Lenders and the BorrowerLenders, appoint a an interim successor Administrative Agent from among administrative agent. Any interim successor administrative agent appointed under the Lenders. Upon the acceptance of preceding sentence may be replaced at any appointment as Administrative Agent time by a successor Administrative Agent, administrative agent designated by the Required Lenders and subject to the approval of the Borrowers (which approval shall not be unreasonably withheld and shall not be required if there shall then exist a Default or Event of Default). Any such successor Administrative Agent administrative agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Administrative Agent, and the retiring term “Administrative Agent” shall mean such successor administrative agent effective upon its appointment, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be discharged from its duties and obligations hereunder and under terminated, without any other or further act or deed on the other Credit Documentspart of such former Administrative Agent or any of the parties to this Agreement or any holders of the Notes. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Article 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. If no successor to the Administrative Agent has accepted appointment as Administrative Agent by the thirtieth (30th) day following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Administrative Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for hereinabovethis Agreement.

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 Borrower Lenders and the LendersBorrower. Upon any such notice of resignation, the Required Requisite Lenders will, with shall have the prior written consent of the Borrower (which consent shall not be unreasonably withheld), right to appoint from among the Lenders a successor to the Administrative Agent (Agent, which, provided that the Borrower’s consent shall not be required in the event a Default or no Event of Default is continuing, such successor Administrative Agent shall have occurred and be continuing)reasonably acceptable to Borrower. If no successor to the Administrative Agent shall have been so appointed by in accordance with the Required Lenders immediately preceding sentence, and shall have accepted such appointment within such thirty-day periodthirty (30) days after the current Administrative Agent’s giving of notice of resignation, then the retiring current Administrative Agent may, on behalf of the Lenders and after consulting with the Lenders and the BorrowerLenders, appoint a successor Administrative Agent from among the LendersAgent, which shall be a Lender, if any Lender shall be willing to serve, and otherwise shall be an Eligible Assignee. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring current Administrative Agent, and the retiring current Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Credit Loan Documents. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article 11 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative AgentAgent under the Loan Documents. If no successor Notwithstanding anything contained herein to the contrary, the Administrative Agent has accepted appointment as Administrative Agent by the thirtieth (30th) day following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, may assign its rights and the Lenders shall thereafter perform all of the duties of the Administrative Agent hereunder and under the other Credit Loan Documents until such time, if any, as to any of its affiliates by giving the Required Lenders appoint a successor Administrative Agent as provided for hereinaboveBorrower and each Lender prior written notice.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving thirty (30) days’ prior upon written notice to the Borrower Company and the Lenders. Upon any such notice of resignation, the Required Lenders willshall, with the prior written consent of the Borrower Company (which consent shall not be unreasonably withheld), have the right to appoint from among the Lenders a successor to the Administrative Agent (provided that the BorrowerCompany’s consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing). If no successor to the Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such thirty-day periodthirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and after consulting with the Lenders and the BorrowerCompany, appoint a successor Administrative Agent from among Agent, which shall be a financial institution having a rating of not less than “A” or its equivalent by Standard & Poor’s Ratings Services or any of the Lenders. Upon the acceptance of any appointment as Administrative Agent 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 the other Credit Documents. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent. If no successor to the Administrative Agent has accepted appointment as Administrative Agent by the thirtieth (30th) day following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Administrative Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for hereinabove.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Borrower Lenders and the LendersBorrower. Upon any such notice of resignation, the Required Lenders willshall have the right to appoint a successor Administrative Agent, with the prior written consent of subject to approval by the Borrower (which consent shall not be unreasonably withheld), appoint from among the Lenders a successor to the Administrative Agent (provided that the Borrower’s consent shall not be required in the event a no Default or Event of Default shall have occurred and be continuing)exist at such time. If no successor to the Administrative Agent shall have been so appointed by the Required Lenders appointed, and shall have accepted such appointment within such thirty-day period30 days after the retiring Administrative Agent gives notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders and after consulting with the Lenders and the BorrowerLenders, appoint a successor Administrative Agent from among which shall be a commercial bank organized under the Lenderslaws of the United States or any state thereof or a bank which maintains an office in the United States. Any resignation by the Administrative Agent pursuant to this Section shall also constitute its resignation as an Issuing Bank and Swingline Lender. Upon the acceptance of any a successor’s appointment as Administrative Agent hereunder: (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank and Swingline Lender; (ii) the retiring Issuing Bank and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents; and (iii) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit. (b) Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor Administrative Agentsuccessor, such successor Administrative Agent shall thereupon xxxxxxxxx succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder under this Agreement and under the other Credit Loan Documents. After any If, within 45 days after written notice is given of the retiring Administrative Agent’s resignation as Administrative Agentunder this Section, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent. If no successor to the Administrative Agent has shall have been appointed and shall have accepted appointment as Administrative Agent by the thirtieth such appointment, then on such 45th day (30thi) day following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iii) the Required Lenders shall thereafter perform all of the duties of the retiring Administrative Agent hereunder and under the other Credit Loan Documents until such time, if any, time as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s resignation hereunder, the provisions of this Article shall continue in effect for hereinabovethe benefit of such retiring Administrative Agent and its representatives and agents in respect of any actions taken or not taken by any of them while it was serving as the Administrative Agent. (c) In addition to the foregoing, if a Lender becomes, and during the period it remains, a Defaulting Lender, and if any Default has arisen from a failure of the Borrower to comply with Section 2.26(b), then the Issuing Banks and the Swingline Lender may, upon prior written notice to the Borrower and the Administrative Agent, resign as an Issuing Bank or as Swingline Lender, as the case may be, effective at the close of business Charlotte, North Carolina time on a date specified in such notice (which date may not be less than five (5) Business Days after the date of such notice).

Successor Administrative Agent. The Administrative Agent may resign at any time as Administrative Agent under the Loan Documents and Other Related Documents by giving thirty (30) days’ prior written notice thereof to the Borrower Lenders and the LendersBorrower. Upon any such notice of resignation, the Required Requisite Lenders willshall have the right to appoint a successor Administrative Agent which appointment shall, with the prior written consent of the Borrower (provided no Default or Potential Default exists, be subject to Borrower’s approval, which consent approval shall not be unreasonably withheld)withheld or delayed (except that Borrower shall, appoint from among the Lenders in all events, be deemed to have approved each Lender and any of its Affiliates as a successor to the Administrative Agent (provided that the Borrower’s consent shall not be required in the event a Default or Event of Default shall have occurred and be continuingAgent). If no successor to the Administrative Agent shall have been so appointed by in accordance with the Required Lenders immediately preceding sentence, and shall have accepted such appointment appointment, within such thirty-day periodthirty (30) days after the current Administrative Agent’s giving of notice of resignation, then the retiring current Administrative Agent may, on behalf of the Lenders and after consulting with the Lenders and the BorrowerLenders, appoint a successor Administrative Agent from among the LendersAgent, which shall be a Lender, if any Lender shall be willing to serve, and otherwise shall be an Eligible Assignee. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring current Administrative Agent, and the retiring current Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Credit Loan Documents and the Other Related Documents. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article 12 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative AgentAgent under the Loan Documents and the Other Related Documents. If no successor Notwithstanding anything contained herein to the contrary, the Administrative Agent has accepted appointment as Administrative Agent by may assign its rights and duties under the thirtieth (30th) day following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, Loan Documents and the Lenders shall thereafter perform all Other Related Documents to any of the duties of the Administrative Agent hereunder its Affiliates by giving Borrower and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for hereinaboveeach Lender prior written notice.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving thirty (30) as Administrative Agent upon 30 days’ prior written notice to the Borrower and the Lenders. Upon ; provided that any such notice of resignationresignation by JPMCB shall also constitute its resignation as an L/C Issuer for the Revolving Borrowers. The Administrative Agent may not be removed without its consent. If the Administrative Agent resigns under this Agreement, the Required Lenders will, with the prior written consent of the Borrower (which consent shall not be unreasonably withheld), appoint from among the Lenders a successor administrative agent for the Lenders, which successor administrative agent shall be consented to by Xxxxxxx-Xxxxxx International at all times other than during the Administrative Agent existence of a Default (provided that the Borrower’s which consent of Xxxxxxx-Xxxxxx International shall not be required in the event a Default unreasonably withheld or Event of Default shall have occurred and be continuingdelayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such thirty-day periodmay appoint, then the retiring Administrative Agent may, on behalf of the Lenders and after consulting with the Lenders and the BorrowerXxxxxxx-Xxxxxx International, appoint a successor Administrative Agent administrative agent from among the Lenders. Upon the acceptance of any its appointment as Administrative Agent by a successor Administrative Agentadministrative agent hereunder, the Person acting as such successor Administrative Agent administrative agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Administrative Agent and L/C Issuer for the Revolving Borrowers and the respective terms “Administrative Agent, ” and “L/C Issuer” shall mean such successor administrative agent and Letter of Credit issuer for the Revolving Borrowers and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be discharged from its terminated and such retiring L/C Issuer’s rights, powers and duties and as such shall be terminated, without any other or further act or deed on the part of such retiring L/C Issuer for the Revolving Borrowers or any other Lender, other than the obligation of the successor L/C Issuer for the Revolving Borrowers to issue letters of credit in substitution for the Letters of Credit issued for the accounts of Revolving Borrowers, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer for the Revolving Borrowers to effectively assume the obligations hereunder and under the other Credit Documentsof such retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article IX and Sections 10.04 and 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative AgentAgent under this Agreement. If no successor to the Administrative Agent administrative agent has accepted appointment as Administrative Agent by the thirtieth (30th) day date which is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, effective and the Lenders shall thereafter perform all of the duties of the Administrative Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent agent as provided for hereinaboveabove.

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 Borrower Lenders and the LendersBorrower. Upon any such notice of resignation, the Required Requisite Lenders willshall have the right to appoint a successor Administrative Agent which appointment shall, with the prior written consent provided no Event of the Borrower (Default or monetary or material non-monetary Default exists, be subject to Borrower’s approval, which consent approval shall not be unreasonably withheld)withheld or delayed (except that Borrower shall, appoint from among the Lenders in all events, be deemed to have approved each Lender and any of its affiliates as a successor to the Administrative Agent (provided that the Borrower’s consent shall not be required in the event a Default or Event of Default shall have occurred and be continuingAgent). If no successor to the Administrative Agent shall have been so appointed by in accordance with the Required Lenders immediately preceding sentence, and shall have accepted such appointment appointment, within such thirty-day periodthirty (30) days after the current Administrative Agent’s giving of notice of resignation, then the retiring current Administrative Agent may, on behalf of the Lenders and after consulting with the Lenders and the BorrowerLenders, appoint a successor Administrative Agent from among the LendersAgent, which shall be a Lender, if any Lender shall be willing to serve, and otherwise shall be an Eligible Assignee. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring current Administrative Agent, and the retiring current Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Credit Loan Documents. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article XII. shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative AgentAgent under the Loan Documents. If no successor Notwithstanding anything contained herein to the contrary, Administrative Agent has accepted appointment as Administrative Agent by the thirtieth (30th) day following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, may assign its rights and the Lenders shall thereafter perform all of the duties of the Administrative Agent hereunder and under the other Credit Loan Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for hereinaboveto any of its affiliates by giving Borrower and each Lender prior written notice.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving thirty (30) as Administrative Agent upon 30 days’ prior written notice to the Borrower Lenders and the LendersBorrowers. Upon any such notice of resignationIf the Administrative Agent resigns under this Agreement, the Required Lenders will, with the prior written consent of the Borrower (which consent shall not be unreasonably withheld), appoint from among the Lenders a successor administrative agent for the Lenders, which successor administrative agent shall be consented to by the Administrative Agent Borrowers at all times other than during the existence of an Event of Default (provided that which consent of the Borrower’s consent Borrowers shall not be required in the event a Default unreasonably withheld or Event of Default shall have occurred and be continuingdelayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such thirty-day periodmay appoint, then the retiring Administrative Agent may, on behalf of the Lenders and after consulting with the Lenders and the BorrowerBorrowers, appoint a successor Administrative Agent administrative agent from among the Lenders. Upon the acceptance of any its appointment as Administrative Agent 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, the term “Administrative Agent” shall mean such successor administrative agent and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent (other than to continue to hold any Cash Collateral or Risk Participation Cash Collateral until such time as a successor administrative agent is appointed) shall be discharged from its duties and obligations hereunder and under terminated without any other or further act or deed on the part of such retiring Administrative Agent or any other Credit DocumentsLender. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article IX and Section 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative AgentAgent under this Agreement. If no successor to the Administrative Agent administrative agent has accepted appointment as Administrative Agent by the thirtieth (30th) day date which is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, effective and the Lenders shall thereafter perform all of the duties of the Administrative Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent administrative agent as provided for hereinaboveabove.

Successor Administrative Agent. The Administrative Agent may may, as hereinafter provided, resign at any time by giving thirty (30) days’ prior written notice thereof to the Lenders and the Borrower and may be removed at any time with cause by the Required Lenders. Upon any such notice of resignationresignation or removal, the Required Lenders willLenders, with the prior written consent of the Borrower (which consent shall not be unreasonably withheld), appoint from among the Lenders a successor to the Administrative Agent (provided that the Borrower’s consent shall not be required in the event a Default or if no Event of Default exists, shall have occurred and the right to appoint a successor Administrative Agent, which shall be continuing)a Lender. If no successor to the Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such thirty-day period30 days after the retiring Administrative Agent’s giving of notice of resignation or the Lenders’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, shall on behalf of the Lenders and after consulting with forthwith designate a Lender (if such Lender shall have accepted such designation) the Lenders and the Borrower, appoint a pro tem successor Administrative Agent, and such designated Lender shall act as Administrative Agent from among hereunder pending the Lendersappointment of its successor. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its any further duties and obligations hereunder and under the other Credit Documentsthis Agreement. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article 13 shall inure enure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent. If no successor to the Administrative Agent has accepted appointment as Administrative Agent by the thirtieth (30th) day following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Administrative Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for hereinabovethis Agreement.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Borrower Lenders and the LendersBorrower, whether or not a successor Administrative Agent has been appointed. Upon any such notice of resignation, the Required Lenders will, with shall have the prior written consent of the Borrower (which consent shall not be unreasonably withheld), right to appoint from among the Lenders a successor to the Administrative Agent (provided that the Borrower’s consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing)Agent. If no successor to the Administrative Agent shall have been so appointed by the Required Lenders Xxxxxxx, and shall have accepted such appointment appointment, within such thirty-day periodthirty (30) days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders and after consulting with the Lenders and the BorrowerLenders, appoint a successor Administrative Agent. In either case, such appointment shall be subject to the prior written approval of the Borrower (which approval may not be unreasonably withheld; provided that (i) the Borrower shall be deemed to have approved any such appointment unless it shall object thereto by written notice to the Administrative Agent from among within ten (10) Business Days after receiving written notice thereof and (ii) no consent of the LendersBorrower shall be required for an appointment of a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other appointee). Upon the acceptance of any appointment as Administrative Agent 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. Upon the acceptance of appointment as Administrative Agent by a successor Administrative Agent, the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents. Prior to any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents. (b) Notwithstanding paragraph (a) of this Section, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders and the Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents; provided that, solely for purposes of maintaining any security interest granted to the Administrative Agent under any Collateral Document for the benefit of the Secured Parties, the retiring Administrative Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Secured Parties, and continue to be entitled to the rights set forth in such Collateral Document and Loan Document, and, in the case of any Collateral in the possession of the Administrative Agent, shall continue to hold such Collateral, in each case until such time as a successor Administrative Agent is appointed and accepts such appointment in accordance with this Section (it being understood and agreed that the retiring Administrative Agent shall have no duty or obligation to take any further action under any Collateral Document, including any action required to maintain the perfection of any such security interest), and (ii) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and ; provided that (A) all payments required to be made hereunder or under any other Loan Document to the retiring Administrative Agent for the account of any Person other than the Administrative Agent shall be discharged from its duties made directly to such Person and obligations hereunder (B) all notices and under other communications required or contemplated to be given or made to the other Credit DocumentsAdministrative Agent shall directly be given or made to each Lender. After any retiring Following the effectiveness of the Administrative Agent’s resignation from its capacity as Administrative Agentsuch, the provisions of this Article Article, Section 2.16(d) and Section 9.03, as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan Document, shall inure to continue in effect for the benefit of such retiring Administrative Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was Administrative Agent. If no successor to the retiring Administrative Agent has accepted appointment was acting as Administrative Agent by the thirtieth (30th) day following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all in respect of the duties of matters referred to in the Administrative Agent hereunder and proviso under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for hereinaboveclause (a) above.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving as Administrative Agent upon thirty (30) days’ prior written ' notice to the Borrower and the Lenders. Upon any such notice of resignationIf the Administrative Agent resigns under this Credit Agreement, the Required Lenders will, with the prior written consent of the Borrower (which consent shall not be unreasonably withheld), appoint from among the Lenders a successor administrative agent for the Lenders, which successor administrative agent shall be consented to by the Administrative Agent Borrower Representative at all times other than during the existence of an Event of Default (provided that which consent of the Borrower’s consent Borrower Representative shall not be required in the event a Default unreasonably withheld or Event of Default shall have occurred and be continuingdelayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such thirty-day periodmay appoint, then the retiring Administrative Agent may, on behalf of the Lenders and after consulting with the Lenders and the BorrowerBorrower Representative, appoint a successor Administrative Agent administrative agent from among the Lenders. Upon the acceptance of any its appointment as Administrative Agent by a successor Administrative Agentadministrative agent hereunder, the Person acting as such successor Administrative Agent administrative agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Administrative Agent and the term "Administrative Agent, " thereafter shall mean such successor administrative agent and the retiring Administrative Agent's appointment, powers and duties as Administrative Agent shall be discharged from its duties and obligations hereunder and under terminated without any other or further act or deed on the part of such retiring Administrative Agent or any other Credit DocumentsLender. After any retiring Administrative Agent’s 's resignation hereunder as Administrative Agent, the provisions of this Article IX and Sections 10.04 and 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative AgentAgent under this Credit Agreement. If no successor to the Administrative Agent administrative agent has accepted appointment as Administrative Agent by the thirtieth date thirty (30th30) day days following a retiring Administrative Agent’s 's notice of resignation, the retiring Administrative Agent’s 's resignation shall nevertheless thereupon become effective, effective and the Lenders shall thereafter perform all of the duties of the Administrative Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent agent as provided for hereinaboveabove.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Borrower Lenders, the Issuing Banks and the LendersBorrower, whether or not a successor Administrative Agent has been appointed. Upon any such notice of resignation, the Required Lenders willshall have the right, in consultation with the prior written consent of the Borrower (which consent shall not be unreasonably withheld)Borrower, to appoint from among the Lenders a successor to the Administrative Agent (provided that the Borrower’s consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing)Agent. If no successor to the Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within such thirty-day periodthirty (30) days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders and after consulting the Issuing Banks and in consultation with the Lenders and the Borrower, appoint a successor Administrative Agent from among Agent, which shall be a bank with an office in New York, New York or an Affiliate of any such bank. In either case, such appointment shall be subject to the Lendersprior written approval of the Borrower (which approval may not be unreasonably withheld and shall not be required while an Event of Default has occurred and is continuing). Upon the acceptance of any appointment as Administrative Agent by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to to, and become vested with with, all the rights, powers, privileges and duties of the retiring Administrative Agent. Upon the acceptance of appointment as Administrative Agent by a successor Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder under this Agreement and under the other Credit Loan Documents. After Prior to any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article retiring Administrative Agent shall inure take such action as may be reasonably necessary to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent. If no successor assign to the successor Administrative Agent has accepted appointment its rights as Administrative Agent by the thirtieth (30th) day following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Administrative Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for hereinaboveLoan Documents.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving thirty ten (3010) days’ ' prior written notice to the Borrower Matria and the Lenders. Upon any such notice of resignation, the Required Lenders will, with the prior written consent of the Borrower Matria (which consent shall not be unreasonably withheld), appoint from among the Lenders a successor to the Administrative Agent (provided that the Borrower’s Matria's consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing). If no successor to the Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such thirtyten-day period, then the retiring Administrative Agent may, on behalf of the Lenders and after consulting with the Lenders and the BorrowerMatria, appoint a successor Administrative Agent from among the Lenders. Upon the acceptance of any appointment as Administrative Agent 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 the other Credit Documents. After any retiring Administrative Agent’s 's resignation as Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent. If no successor to the Administrative Agent has accepted appointment as Administrative Agent by the thirtieth (30th) day following a retiring Administrative Agent’s 's notice of resignation, the retiring Administrative Agent’s 's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Administrative Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for hereinabove.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving thirty (30) 30 days’ prior written notice thereof to the Borrower Lenders and the LendersBorrower. Upon any such notice of resignation, Requisite Lenders shall have the Required Lenders willright, with the prior written consent of the Borrower (which consent shall not be unreasonably withheld)upon five Business Days’ notice to Borrower, to appoint from among the Lenders a successor to the Administrative Agent, which successor Administrative Agent shall (provided that the Borrower’s consent shall not be required in the event unless a Default or Event of Default shall have occurred and be continuing). If no successor ) be subject to the Administrative Agent Borrower’s approval, which approval shall have been so appointed by the Required Lenders and shall have accepted such appointment within such thirty-day period, then the retiring Administrative Agent may, on behalf of the Lenders and after consulting with the Lenders and the Borrower, appoint a successor Administrative Agent from among the Lendersnot be unreasonably withheld or delayed. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative AgentAgent and the retiring Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all sums, Securities and other items of Collateral held under the Security Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Loan Documents, and (ii) execute and deliver to such successor Administrative Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent of the security interests created under the Security Documents, whereupon such retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Credit Loan Documents. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative AgentAgent hereunder. If no Any resignation or removal of Administrative Agent pursuant to this Section shall also constitute the resignation or removal of CS or its successor as Issuing Bank, and any successor Administrative Agent appointed pursuant to this Section 8.7 shall, upon its acceptance of such appointment, become the successor Issuing Bank for all purposes hereunder. Notwithstanding the foregoing, if after 30 days from the date the Administrative Agent has accepted provides notice of its resignation as provided above (i) Borrower withholds its consent to the appointment as of any successor Administrative Agent by or (ii) the thirtieth Administrative Agent or the Requisite Lenders shall notify the Borrower and the Lenders that no such successor has been located that is willing to accept such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (30th1) day following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation Agent shall nevertheless thereupon become effective, be discharged from its duties and the Lenders shall thereafter perform all of the duties of the Administrative Agent obligations hereunder and under the other Credit Loan Documents (except that in the case of any Collateral held by the Administrative Agent on behalf of the Secured Parties under any of the Loan Documents, the retiring Administrative Agent may, in its sole discretion, elect to continue to hold such Collateral until such timetime as a successor Administrative Agent is appointed and such Collateral is assigned to such successor Administrative Agent or until further notice by the retiring Administrative Agent), if any(2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Requisite Lenders appoint a successor Administrative Agent as provided for hereinaboveabove (provided that, notwithstanding the foregoing, the retiring Administrative Agent may, in its sole discretion, elect to receive and distribute payments as paying agent for the Lenders, distribute communications and/or make determinations (in such capacity, the “Paying Agent”) until such time as a successor Administrative Agent is so appointed or until further notice by the retiring Administrative Agent) and (3) after the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section 8 and Section 9.2 shall continue in effect for the benefit of such retiring Administrative Agent, its sub agents and their respective Affiliates in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting in such capacity (including, for the avoidance of doubt, after the resignation of such retiring Administrative Agent as provided in this Section 8.7) or as Paying Agent.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving thirty (30) days’ prior written give notice of its resignation to the Borrower Lenders and the LendersBorrower. Upon receipt of any such notice of resignation, the Required Lenders willshall have the right, in consultation with the prior written consent of the Borrower (Borrower, to appoint a successor, which consent shall not be unreasonably withheld), appoint from among the Lenders a successor to the Administrative Agent (provided that the Borrower’s consent shall not be required bank with an office in the event a Default State of New York, or Event an Affiliate of Default shall have occurred and be continuing)any such commercial bank with an office in the State of New York. If no such successor to the Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such thirty-day periodthirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, may on behalf of the Lenders and after consulting with the Lenders and the BorrowerLenders, appoint a successor Administrative Agent from among meeting the Lenders. Upon qualifications set forth above; provided that, if the acceptance of any appointment as Administrative Agent by a successor Administrative Agent, such successor retiring Administrative Agent shall thereupon succeed to notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become vested effective in accordance with all the rights, powers, privileges such notice and duties of the retiring Administrative Agent, and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents. After Loan Documents (except that, in the case of any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken collateral security held by it while it was Administrative Agent. If no successor to the Administrative Agent has accepted appointment as Administrative Agent by on behalf of the thirtieth (30th) day following a retiring Administrative Agent’s notice Secured Parties under any of resignationthe Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed and such collateral security is assigned to such successor Administrative Agent’s resignation shall nevertheless thereupon become effective) and (2) all payments, communications and the Lenders shall thereafter perform all of the duties of determinations provided to be made by, to or through the Administrative Agent hereunder and under the other Credit Documents shall instead be made by or to each Lender directly, until such time, if any, time as the Required Lenders appoint a successor Administrative Agent as provided for hereinaboveabove in this paragraph. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section 9 and Section 10.5 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as the Administrative Agent.

Successor Administrative Agent. The (a) Administrative Agent may resign at any time by giving thirty sixty (3060) days’ prior written notice thereof to the Borrower and the LendersBuyers. Upon any such notice of resignation, Buyers shall have the Required Lenders will, with the prior written consent of the Borrower (which consent shall not be unreasonably withheld), right to appoint from among the Lenders a successor to the Administrative Agent (provided administrative agent; provided, that the Borrower’s consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing). If no successor to the Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such thirty-day period, then the retiring Administrative Agent may, on behalf shall continue to hold the Collateral and all liens and security interest therein for the benefit of the Lenders and after consulting with the Lenders and the Borrower, appoint Buyers until a successor Administrative Agent from among the Lenders. administrative agent is appointed. (b) Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agentadministrative agent, such that successor Administrative Agent administrative agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative AgentAgent and the retiring Administrative Agent shall promptly (i) transfer to such successor administrative agent all sums and items of Collateral held under the Program Agreements, 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 Program Agreements, and (ii) execute and deliver to such successor administrative agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor administrative agent of the security interests created under the Program Agreements, whereupon such retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documentshereunder. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article X and Section 11.02 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent. If no successor Agent hereunder. (c) Notwithstanding anything herein to the contrary, Administrative Agent has accepted appointment may assign its rights and duties as Administrative Agent by the thirtieth (30th) day following a retiring Administrative Agent’s hereunder to an Affiliate without written notice of resignationto, the retiring Buyers; provided, that Seller and Buyers may deem and treat such assigning Administrative Agent’s resignation Agent as Administrative Agent for all purposes hereof, unless and until such assigning Administrative Agent provides written notice to Seller and Buyers of such assignment. Upon such assignment such Affiliate shall nevertheless thereupon succeed to and become effectivevested with all rights, powers, privileges and the Lenders shall thereafter perform all of the duties of the as Administrative Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for hereinaboveProgram Agreements.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving thirty (30) days’ ' prior written notice to the Borrower Borrowers and the Lenders. Upon any such notice of resignation, the Required Lenders will, with the prior written consent of the Borrower Borrowers (which consent shall not be unreasonably withheldwithheld or delayed), appoint from among the Lenders a successor to the Administrative Agent (provided that the Borrower’s Borrowers' consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing). If no successor to the Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such thirty-day period, then the retiring Administrative Agent may, on behalf of the Lenders and after consulting with the Lenders and the BorrowerBorrowers, appoint a successor Administrative Agent from among the Lenders. Upon the acceptance of any appointment as Administrative Agent 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 the other Credit Loan Documents. After any retiring Administrative Agent’s 's resignation as Administrative Agent, the provisions of this Article XI shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent. If no successor to the Administrative Agent has accepted appointment as Administrative Agent by the thirtieth (30th) day following a retiring Administrative Agent’s 's notice of resignation, the retiring Administrative Agent’s 's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Administrative Agent hereunder and under the other Credit Loan Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for hereinabove.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving thirty (30) days’ prior written give notice of its resignation to the Borrower Lenders, the Issuing Lender and the LendersBorrower. Upon receipt of any such notice of resignation, the Required Lenders willshall have the right, in consultation with the prior written consent Borrower, to appoint a successor, or an Affiliate of the Borrower (which consent shall not be unreasonably withheld), appoint from among the Lenders a successor to the Administrative Agent (provided that the Borrower’s consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing)any such bank. If no such successor to the Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such thirty-day periodthirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, may on behalf of the Lenders and after consulting with the Lenders and the BorrowerIssuing Lender, appoint a successor Administrative Agent from among meeting the Lenders. Upon qualifications set forth above provided that if the acceptance of any appointment as Administrative Agent by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become vested effective in accordance with all the rights, powers, privileges such notice and duties of the retiring Administrative Agent, and (a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents. After any retiring Administrative Agent’s resignation Documents solely in its capacity as Administrative Agent, Agent and not as Lender (except that in the provisions case of this Article shall inure to its benefit as to any actions taken or omitted to be taken Collateral held by it while it was Administrative Agent. If no successor to the Administrative Agent has accepted appointment as Administrative Agent by on behalf of the thirtieth (30th) day following a retiring Administrative Agent’s notice Lenders or the Issuing Lender under any of resignationthe Credit Documents, the retiring Administrative Agent’s resignation Agent shall nevertheless thereupon become effectivecontinue to hold such Collateral until such time as a successor Administrative Agent is appointed) and (b) all payments, communications and the Lenders shall thereafter perform all of the duties of determinations provided to be made by, to or through the Administrative Agent hereunder shall instead be made by or to each Lender and under the other Credit Documents Issuing Lender directly, until such time, if any, time as the Required Lenders appoint a successor Administrative Agent as provided for hereinaboveabove in this paragraph. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents solely in its capacity as Administrative Agent and not as Lender (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Credit Documents, the provisions of this Article and Section 9.5 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

Successor Administrative Agent. The (a) Subject to the appointment and acceptance of a successor as provided below, the Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Lenders, the Borrower and the Guarantors, and the Administrative Agent may be removed at any time with or without cause by the Required Lenders. Upon any such notice of resignationresignation or removal, the Required Lenders will, shall have the right (subject to prior consultation with the prior written consent of Borrower and the Borrower (which consent shall not be unreasonably withheld), Guarantors) to appoint from among the Lenders a successor to the Administrative Agent (provided that the Borrower’s consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing)Agent. If no successor to the Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment within such thirty-day periodthirty (30) days after the resigning Administrative Agent’s giving of notice of resignation or the giving of any notice of removal of the Administrative Agent, then the retiring resigning Administrative Agent may, on behalf of the Lenders and after consulting with the Lenders and the Borrower, appoint a successor or Administrative Agent from among being removed, as the Lenderscase may be, may appoint its successor. Upon the acceptance of any its appointment as Administrative Agent by a successor Administrative AgentAgent hereunder, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring such resigning or removed Administrative Agent, and the retiring such resigning Administrative Agent or removed Administrative Agent shall be discharged from its duties and obligations hereunder hereunder. The resignation or removal of the Administrative Agent and the appointment of a successor Administrative Agent shall in no way affect any rights and obligations of the Borrower and the Guarantors under the other Credit Documents. Financing Documents (including without limitation any increased costs, fees or taxes). (b) After any retiring Administrative Agent’s resignation as Administrative Agentor removal, the provisions of this Article Section 8 and of Sections 10.1 and 10.2 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent. If no . (c) The Administrative Agent may, at the instructions of the Required Lenders, (i) remove the Security Agent at any time with or without cause and (ii) subject to prior consultation with the Borrower and the Guarantors, appoint a successor to the Administrative Security Agent has accepted appointment as Administrative Agent by in accordance with the thirtieth (30th) day following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Administrative Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for hereinaboveSecurity Sharing Agreement.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving thirty (30) days’ ' prior written notice to the Borrower and the Lenders. Upon any such notice of resignation, the Required Lenders will, with the prior written consent of the Borrower (which consent shall not be unreasonably withheld), appoint from among the Lenders a successor to the Administrative Agent (provided that the Borrower’s 's consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing). If no successor to the Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such thirty-day period, then the retiring Administrative Agent may, on behalf of the Lenders and after consulting with the Lenders and the Borrower, appoint a successor Administrative Agent from among the Lenders. Upon the acceptance of any appointment as Administrative Agent 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 the other Credit Documents. After any retiring Administrative Agent’s 's resignation as Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent. If no successor to the Administrative Agent has accepted appointment as Administrative Agent by the thirtieth (30th) day following a retiring Administrative Agent’s 's notice of resignation, the retiring Administrative Agent’s 's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Administrative Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for hereinabove.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Borrower Lenders and the LendersBorrowers. Upon any such notice of resignation, the Required Requisite Lenders will, with shall have the prior written consent of the Borrower (which consent shall not be unreasonably withheld), right to appoint from among the Lenders a successor to the Administrative Agent (provided that the Borrower’s consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing)Agent. If no successor to the Administrative Agent shall have been so appointed by the Required Lenders Requisite Lenders, and shall have accepted such appointment appointment, within such thirty-day period30 days after the retiring Administrative Agent's giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders and after consulting with the Lenders and the BorrowerLenders, appoint a successor Administrative Agent Agent, selected from among the Lenders. In either case, such appointment shall be subject to the prior written approval of the Borrowers (which approval may not be unreasonably withheld and shall not be required upon the occurrence and during the continuance of an Event of Default). Upon the acceptance of any appointment as Administrative Agent by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to to, and become vested with with, all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder under this Agreement and under the other Credit Loan Documents. After Prior to any retiring Administrative Agent’s 's resignation hereunder as Administrative Agent, the provisions retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents. After such resignation, the retiring Administrative Agent shall continue to have the benefit of this Article shall inure to its benefit X as to any actions taken or omitted to be taken by it while it was Administrative AgentAgent under this Agreement and the other Loan Documents. If no successor Either Syndication Agent may resign at any time by giving written notice thereof to the Administrative Agent has accepted appointment as Administrative Agent by the thirtieth (30th) day following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, Lenders and the Lenders Borrowers. Upon any such resignation no additional Syndication Agent shall thereafter perform all of the duties of the Administrative Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for hereinabovebe appointed.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving may, upon thirty (30) days’ prior written notice to the Borrower Seller and the LendersManaging Agents, and the Administrative Agent shall, upon the direction of all of the Purchasers (other than the Administrative Agent, in its individual capacity) resign as Administrative Agent. Upon any such Each Managing Agent may, upon thirty (30) days’ prior notice of resignationto Seller, the Required Lenders willAdministrative Agent, with the prior written consent Purchasers in its Purchase Group, and each Managing Agent shall, upon the direction of all of the Borrower Purchasers in its Purchase Group (which consent shall not be unreasonably withheldother than the Managing Agent, in its individual capacity), resign as a Managing Agent. If the Administrative Agent shall resign, then the Required Managing Agents during such thirty‑day period shall appoint from among the Lenders a successor to the Administrative Agent (provided that the Borrower’s consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing). If no successor to the Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such thirty-day period, then the retiring Administrative Agent may, on behalf of the Lenders and after consulting with the Lenders and the Borrower, appoint a successor Administrative Agent from among the Lenders. Upon the acceptance of any appointment as Administrative Agent by Purchasers a successor Administrative Agent. If a Managing Agent shall resign, then the Purchasers in its Purchase Group shall appoint a successor managing agent during such thirty‑day period. If for any reason no successor Administrative Agent or Managing Agent is so appointed during such thirty‑day period, then effective upon the termination of such thirty‑day period, the Purchasers shall thereupon succeed to and become vested with perform all of the rights, powers, privileges and duties of the Administrative Agent or the Purchasers in the applicable Purchase Group shall perform all of the duties of such Managing Agent, as applicable, hereunder and under the other Transaction Documents and Seller and Servicer (as applicable) shall make all payments in respect of the Aggregate Unpaids directly to the applicable Purchasers and for all purposes shall deal directly with the Purchasers. After the effectiveness of any retiring Managing Agent’s or any Administrative Agent’s resignation hereunder as Managing Agent or Administrative Agent, and the retiring Managing Agent or Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents. After any retiring Administrative Agent’s resignation as Administrative Agent, Transaction Documents and the provisions of this Article XI and Article X 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 Administrative Agent. If no successor to the Managing Agent or Administrative Agent has accepted appointment as Administrative Agent by the thirtieth (30th) day following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Administrative Agent hereunder under this Agreement and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for hereinaboveTransaction Documents.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Borrower Lenders and the LendersBorrower, with any such resignation to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 9.06. Upon any such notice of resignation, the Required Majority Lenders willshall have the right to appoint a successor Administrative Agent, with which shall be a Lender or another commercial bank or trust company reasonably acceptable to the prior written consent Borrower organized or licensed under the laws of the Borrower (which consent shall not be unreasonably withheld)United States, appoint from among the Lenders a successor to the Administrative Agent (provided that the Borrower’s consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing)any State thereof. If no successor to the Administrative Agent shall have been so appointed by the Required Lenders Majority Lenders, and shall have accepted such appointment appointment, within such thirty-day period30 days after the retiring Administrative Agent's giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders and after consulting with the Lenders and the BorrowerLenders, appoint a successor Administrative Agent, which shall be Lender or shall be another commercial bank or trust company organized or licensed under the laws of the United States or of any State thereof reasonably acceptable to the Borrower. In addition to the foregoing right of the Administrative Agent from among to resign, the LendersMajority Lenders may remove the Administrative Agent at any time, with or without cause, concurrently with the appointment by the Majority Lenders of a successor Administrative Agent. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documentsthis Agreement. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative Agent, the provisions of this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent. If no successor to the Administrative Agent has accepted appointment as Administrative Agent by the thirtieth (30th) day following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Administrative Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for hereinaboveLoan Documents.

Successor Administrative Agent. The Administrative Agent may ------------------------------ resign at any time by giving thirty (30) days’ ' prior written notice to the Borrower and the Lenders. Upon any such notice of resignation, the Required Lenders will, with the prior written consent of the Borrower (which consent shall not be unreasonably withheld), appoint from among the Lenders a successor to the Administrative Agent (provided that the Borrower’s 's consent shall not be -------- required in the event a Default or Event of Default shall have occurred and be continuing). If no successor to the Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such thirty-day period, then the retiring Administrative Agent may, on behalf of the Lenders and after consulting with the Lenders and the Borrower, appoint a successor Administrative Agent from among the Lenders. Upon the acceptance of any appointment as Administrative Agent 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 the other Credit Documents. After any retiring Administrative Agent’s 's resignation as Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent. If no successor to the Administrative Agent has accepted appointment as Administrative Agent by the thirtieth (30th) day following a retiring Administrative Agent’s 's notice of resignation, the retiring Administrative Agent’s 's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Administrative Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for hereinabove.

Successor Administrative Agent. The Administrative Agent may resign at any time as Administrative Agent under the Loan Documents and Other Related Documents by giving thirty (30) days’ prior written notice thereof to the Borrower Lenders and the LendersBorrower. Upon any such notice of resignation, the Required Requisite Lenders willshall have the right to appoint a successor Administrative Agent which appointment shall, with provided no Default or Potential Default exists, be subject to the prior written consent of the Borrower (Borrower’s approval, which consent approval shall not be unreasonably withheld)withheld or delayed (except that the Borrower shall, appoint from among the Lenders in all events, be deemed to have approved each Lender and any of its Affiliates as a successor to the Administrative Agent (provided that the Borrower’s consent shall not be required in the event a Default or Event of Default shall have occurred and be continuingAgent). If no successor to the Administrative Agent shall have been so appointed by in accordance with the Required Lenders immediately preceding sentence, and shall have accepted such appointment appointment, within such thirty-day periodthirty (30) days after the current Administrative Agent’s giving of notice of resignation, then the retiring current Administrative Agent may, on behalf of the Lenders and after consulting with the Lenders and the BorrowerLenders, appoint a successor Administrative Agent from among the LendersAgent, which shall be a Lender, if any Lender shall be willing to serve, and otherwise shall be an Eligible Assignee. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring current Administrative Agent, and the retiring current Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Credit Loan Documents and the Other Related Documents. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article 14. shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative AgentAgent under the Loan Documents and the Other Related Documents. If no successor Notwithstanding anything contained herein to the contrary, the Administrative Agent has accepted appointment as Administrative Agent by may assign its rights and duties under the thirtieth (30th) day following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, Loan Documents and the Lenders shall thereafter perform all Other Related Documents to any of its Affiliates by giving the duties of the Administrative Agent hereunder Borrower and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for hereinaboveeach Lender prior written notice.

Successor Administrative Agent. The JPMorgan, or any successor Administrative Agent, may resign as Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Borrower Lenders and to the LendersBorrower. Upon any such notice of resignationIn addition, the Required Lenders will, with may remove the prior written consent Administrative Agent in the event of the Administrative Agent’s gross negligence or willful misconduct or in the event that the Administrative Agent ceases to hold a Commitment of at least $20,000,000 or a Commitment Percentage of at least five percent (5%) under this Agreement. Any such resignation or removal shall be effective upon appointment and acceptance of a successor Administrative Agent, as hereinafter provided. Subject to the next sentence, in the event of any such resignation or removal, the Required Lenders shall have the right to appoint a successor Administrative Agent, which is a Lender under this Agreement, provided that so long as no Default or Event of Default has occurred and is continuing the Borrower (shall have the right to approve any successor Administrative Agent, which consent approval shall not be unreasonably withheld). Notwithstanding the preceding sentence, appoint from among upon the Lenders a successor to resignation of JPMorgan as the Administrative Agent, the Borrower may elect the Syndication Agent (provided that to become the Borrower’s consent shall not be required successor Administrative Agent for all purposes under this Agreement and the other Loan Documents. If, in the event case of a Default or Event of Default shall have occurred and be continuing). If resignation by the Administrative Agent, no successor to the Administrative Agent shall have been so appointed by the Required Lenders and, if applicable, approved by the Borrower, and shall have accepted such appointment appointment, within such thirty-day periodthirty (30) days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders and after consulting with the Lenders and the BorrowerLenders, appoint any one of the other Lenders as a successor Administrative Agent; provided that the Administrative Agent from among shall have first submitted the Lendersnames of two (2) Lenders to the Borrower and, within ten (10) Business Days of such submission the Borrower shall not have selected one of such Lenders as the successor Administrative Agent. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent, and the retiring or removed Administrative Agent shall be discharged from its all further duties and obligations hereunder and as Administrative Agent under the other Credit Documentsthis Agreement. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article §14 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent. If no successor to the Administrative Agent has accepted appointment as Administrative Agent by the thirtieth (30th) day following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Administrative Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for hereinabovethis Agreement.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving thirty (30) as Administrative Agent upon 30 days’ prior written notice to the Borrower and the Lenders. Upon ; provided that any such notice of resignationresignation by JPMCB shall also constitute its resignation as the L/C Issuer for the Revolving Borrowers. The Administrative Agent may not be removed without its consent. If the Administrative Agent resigns under this Agreement, the Required Lenders will, with the prior written consent of the Borrower (which consent shall not be unreasonably withheld), appoint from among the Lenders a successor administrative agent for the Lenders, which successor administrative agent shall be consented to by Xxxxxxx-Xxxxxx International at all times other than during the Administrative Agent existence of a Default (provided that the Borrower’s which consent of Xxxxxxx-Xxxxxx International shall not be required in the event a Default unreasonably withheld or Event of Default shall have occurred and be continuingdelayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such thirty-day periodmay appoint, then the retiring Administrative Agent may, on behalf of the Lenders and after consulting with the Lenders and the BorrowerXxxxxxx-Xxxxxx International, appoint a successor Administrative Agent administrative agent from among the Lenders. Upon the acceptance of any its appointment as Administrative Agent by a successor Administrative Agentadministrative agent hereunder, the Person acting as such successor Administrative Agent administrative agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Administrative Agent and L/C Issuer for the Revolving Borrowers and the respective terms “Administrative Agent, ” and “L/C Issuer” shall mean such successor administrative agent and Letter of Credit issuer for the Revolving Borrowers and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be discharged from its terminated and such retiring L/C Issuer’s rights, powers and duties and as such shall be terminated, without any other or further act or deed on the part of such retiring L/C Issuer for the Revolving Borrowers or any other Lender, other than the obligation of the successor L/C Issuer for the Revolving Borrowers to issue letters of credit in substitution for the Letters of Credit issued for the accounts of Revolving Borrowers, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer for the Revolving Borrowers to effectively assume the obligations hereunder and under the other Credit Documentsof such retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article IX and Sections 10.04 and 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative AgentAgent under this Agreement. If no successor to the Administrative Agent administrative agent has accepted appointment as Administrative Agent by the thirtieth (30th) day date which is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, effective and the Lenders shall thereafter perform all of the duties of the Administrative Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent agent as provided for hereinaboveabove.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving thirty (30) days’ prior written give notice of its resignation to the Borrower Lenders and the LendersBorrower. Upon receipt of any such notice of resignation, the Required Lenders willshall have the right, with the prior written consent of the Borrower (which consent shall not to be unreasonably withheldwithheld or delayed), to appoint from among the Lenders a successor to the Administrative Agent (provided that the Borrower’s consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing)successor. If no such successor to the Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such thirty-day periodthirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, may on behalf of the Lenders and after consulting with the Lenders and the BorrowerLenders, appoint a successor Administrative Agent from among meeting the Lenders. Upon the acceptance of any appointment as Administrative Agent by a successor Administrative Agent, such successor qualifications set forth above provided that if Administrative Agent shall thereupon succeed to notify Borrower and Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become vested effective in accordance with all the rights, powers, privileges such notice and duties of the retiring Administrative Agent, and (a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents. After Loan Documents (except that in the case of any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken Collateral held by it while it was Administrative Agent. If no successor to the Administrative Agent has accepted appointment as Administrative Agent by on behalf of Lenders under any of the thirtieth (30th) day following a retiring Administrative Agent’s notice of resignationLoan Documents, the retiring Administrative Agent’s resignation Agent shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the continue to hold such Collateral until such time as a successor Administrative Agent hereunder is appointed) and under the other Credit Documents (b) all payments, communications and determinations provided to be made by, to or through Administrative Agent shall instead be made by or to each Lender directly, until such time, if any, time as the Required Lenders appoint a successor Administrative Agent as provided for hereinaboveabove in this paragraph. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph). The fees payable by Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 10.11 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time as Administrative Agent under the Credit Documents by giving thirty (30) days’ prior written notice thereof to the Borrower Lenders and the LendersBorrower. Upon any such notice of resignation, the Required Lenders willshall have the right to appoint a successor Administrative Agent which appointment shall, with provided no Event of Default exists, be subject to the prior written consent of the Borrower (Borrower’s approval, which consent approval shall not be unreasonably withheld)withheld or delayed (except that the Borrower shall, appoint from among the Lenders in all events, be deemed to have approved each Lender and any of its Affiliates as a successor to the Administrative Agent (provided that the Borrower’s consent shall not be required in the event a Default or Event of Default shall have occurred and be continuingAgent). If no successor Administrative Agent shall have been so appointed in accordance with the immediately preceding sentence, and shall have accepted such appointment, within 30 days after the current Administrative Agent’s giving of notice of resignation, then the current Administrative Agent may, on behalf of the Lenders and the Issuing Lenders, appoint a successor Administrative Agent, which shall be a Lender, if any Lender shall be willing to serve, and otherwise shall be an Eligible Assignee; provided that if the Administrative Agent shall notify the Borrower and the Lenders that no Lender or Eligible Assignee has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made to each Lender and the applicable Issuing Lenders directly, until such time as a successor Administrative Agent has been appointed as provided for above in this Section; provided, further that such Lenders and the Issuing Lenders so acting directly shall be and be deemed to be protected by all indemnities and other provisions herein for the benefit and protection of the Administrative Agent as if each such Lender or Issuing Lender were itself the Administrative Agent. (b) If the Lender serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and such Person, remove such Lender as Administrative Agent. Upon any such removal, the Required Lenders shall have the right to appoint a successor Administrative Agent which appointment shall, provided no 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 Titled Agent (as defined in Section 8.9) and any of its Affiliates as a successor Administrative Agent). If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days of notice of such thirty-removal (or such earlier day periodas shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the retiring Removal Effective Date and (1) the current Administrative Agent mayshall be discharged from its duties and obligations hereunder and under the other Credit Documents, on behalf and at the request of Hyatt, shall deliver to Hyatt a copy of the Lenders Register and after consulting with (2) all payments, communications and determinations provided to be made by, to or through the Lenders current Administrative Agent shall instead be made to each Lender and the Borrowerapplicable Issuing Lenders directly, appoint until such time as a successor Administrative Agent from among has been appointed as provided for above in this Section; provided, further that such Lenders and the Lenders. Issuing Lenders so acting directly shall be and be deemed to be protected by all indemnities and other provisions herein for the benefit and protection of the Administrative Agent as if each such Lender or Issuing Lender were itself the Administrative Agent. (c) Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative AgentAgent as set forth in clause (a) or (b) above, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring current Administrative Agent, and unless previously discharged in accordance with clause (a) or (b) above, the retiring current Administrative Agent shall be discharged from its duties and obligations under the Credit Documents. Any resignation or removal by an Administrative Agent shall also constitute the resignation or removal as an Issuing Lender and as the Swingline Lender by the Lender then acting as Administrative Agent (the “Resigning/Removed Lender”). Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (i) the Resigning/Removed Lender shall be discharged from all duties and obligations of an Issuing Lender and the Swingline Lender hereunder and under the other Credit DocumentsDocuments and (ii) one or more of the other Issuing Lenders shall issue letters of credit in substitution for all Letters of Credit issued by the Resigning/Removed Lender as Issuing Lender outstanding at the time of such succession (which letters of credit issued in substitutions shall be deemed to be Letters of Credit issued hereunder) or, only in the case of the resignation of the Administrative Agent as provide in clause (a) above, make other arrangements satisfactory to the Resigning/Removed Lender to effectively assume the obligations of the Resigning/Removed Lender with respect to such Letters of Credit. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article Section 8 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative AgentAgent under the Credit Documents. If no successor Notwithstanding anything contained herein to the contrary, the Administrative Agent has accepted appointment as Administrative Agent by the thirtieth (30th) day following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, may assign its rights and the Lenders shall thereafter perform all of the duties of the Administrative Agent hereunder and under the other Credit Documents until such time, if any, as to any of its Affiliates by giving the Required Lenders appoint a successor Administrative Agent as provided for hereinaboveBorrower and each Lender prior written notice.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving thirty (30) days’ prior upon written notice to the Borrower and the Lenders. Upon any such notice of resignation, the Required Lenders willshall, with the prior written consent of the Borrower (which consent shall not be unreasonably withheld), have the right to appoint from among the Lenders a successor to the Administrative Agent (provided that the Borrower’s consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing). If no successor to the Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such thirty-day periodthirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and after consulting with the Lenders and the Borrower, appoint a successor Administrative Agent from among Agent, which shall be a financial institution having a rating of not less than “A” or its equivalent by Standard & Poor’s Ratings Services or any of the Lenders. Upon the acceptance of any appointment as Administrative Agent 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 the other Credit Documents. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent. If no successor to the Administrative Agent has accepted appointment as Administrative Agent by the thirtieth (30th) day following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Administrative Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for hereinabove.

Successor Administrative Agent. The Administrative Agent may (and if it fails to hold the Commitments or Notes required in Section 11.6(b), shall) resign at any time by giving as Administrative Agent upon thirty (30) days’ prior written notice to the Borrower and the Lenders. Upon ; provided that any such notice of resignationresignation shall also constitute its resignation as an Issuing Bank and as Swing Line Lender. If Administrative Agent resigns under this Agreement, the Required Majority Lenders will, with shall appoint from among Lenders a successor agent for Lenders upon the prior written consent of the Borrower if no Event of Default is outstanding (which consent shall not be unreasonably withheld)) which successor agent shall also serve as an Issuing Bank and Swing Line Lender. If no successor agent is appointed prior to the effective date of the resignation of Administrative Agent, Administrative Agent may appoint a successor agent from among Lenders upon the Lenders a successor to the Administrative Agent written consent of Borrower if no Event of Default is outstanding (provided that the Borrower’s which consent shall not be required in the event a Default or Event of Default unreasonably withheld) which successor agent shall have occurred also serve as an Issuing Bank and be continuing). If no successor to the Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such thirty-day period, then the retiring Administrative Agent may, on behalf of the Lenders and after consulting with the Lenders and the Borrower, appoint a successor Administrative Agent from among the LendersSwing Line Lender. Upon the acceptance of any its appointment as Administrative Agent by a successor Administrative Agentagent hereunder, such successor Administrative Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and the term “Administrative Agent, ” shall mean such successor agent and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documentsterminated. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative AgentAgent under this Agreement. If no successor to the Administrative Agent agent has accepted appointment as Administrative Agent by the thirtieth date which is thirty (30th30) day days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, effective and the Lenders shall thereafter perform all of the duties of the Administrative Agent hereunder and under the other Credit Documents until such time, if any, as the Required Majority Lenders appoint a successor Administrative Agent agent as provided for hereinaboveabove.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving thirty ten (3010) days’ ' prior written notice to the Borrower and the Lenders. Upon any such notice of resignation, the Required Lenders will, with the prior written consent of the Borrower (which consent shall not be unreasonably withheld), appoint from among the Lenders a successor to the Administrative Agent (provided PROVIDED that the Borrower’s 's consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing). If no successor to the Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such thirtyten-day period, then the retiring Administrative Agent may, on behalf of the Lenders and after consulting with the Lenders and the Borrower, appoint a successor Administrative Agent from among the Lenders. Upon the acceptance of any appointment as Administrative Agent 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 the other Credit Documents. After any retiring Administrative Agent’s 's resignation as Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent. If no successor to the Administrative Agent has accepted appointment as Administrative Agent by the thirtieth (30th) day following a retiring Administrative Agent’s 's notice of resignation, the retiring Administrative Agent’s 's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Administrative Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for hereinabove.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving not less than thirty (30) days’ ' prior written notice thereof to the Borrower Lenders and the LendersBorrower. Upon any such resignation, the Requisite Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within thirty (30) days after the resigning Administrative Agent's giving notice of resignation, then the Required Lenders willresigning Administrative Agent may, with on behalf of Lenders, appoint a successor Administrative Agent, which shall be a Lender, if a Lender is willing to accept such appointment, or otherwise shall be a commercial bank or financial institution or a subsidiary of a commercial bank or financial institution if such commercial bank or financial institution is organized under the prior written consent laws of the Borrower (which consent United States of America or of any State thereof and has a combined capital and surplus of at least $1,000,000,000. If no successor Administrative Agent has been appointed pursuant to the foregoing by the 30th day after the date such notice of resignation was given by the resigning Administrative Agent, such resignation shall become effective and the Requisite Lenders shall thereafter perform all the duties of Administrative Agent hereunder until such time, if any, as the Requisite Lenders appoint a successor Administrative Agent as provided above. Any successor Administrative Agent appointed by Requisite Lenders hereunder shall be subject to the approval of Borrower, such approval not to be unreasonably withheld), appoint from among the Lenders a successor to the Administrative Agent (withheld or delayed; provided that the Borrower’s consent such approval shall not be required in the event if a Default or an Event of Default shall have occurred and be continuing). If no successor to the Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such thirty-day period, then the retiring Administrative Agent may, on behalf of the Lenders and after consulting with the Lenders and the Borrower, appoint a successor Administrative Agent from among the Lenders. 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 resigning Administrative Agent. Upon the earlier of the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent or the effective date of the resigning Administrative Agent's resignation, and the retiring resigning Administrative Agent shall be discharged from its duties and obligations hereunder under this Agreement and under the other Credit Loan Documents, except that any indemnity rights or other rights in favor of such resigning Administrative Agent shall continue. After any retiring resigning Administrative Agent’s 's resignation as Administrative Agenthereunder, the provisions of this Article Section 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative AgentAgent under this Agreement and the other Loan Documents. If no successor to the Administrative Agent has accepted appointment as Administrative Agent by may be removed at the thirtieth written direction of the holders (30th) day following a retiring other than Administrative Agent’s notice ) of resignation, two-thirds or more of the retiring Commitments (excluding Administrative Agent’s resignation shall nevertheless thereupon become effective's Commitment); provided that in so doing, and the such Lenders shall thereafter perform be deemed to have waived and released any and all of the duties of the claims they may have against Administrative Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for hereinaboveAgent.

Successor Administrative Agent. (a) The Administrative Agent may resign from the performance of all of its functions and duties hereunder at any time time, by giving at least thirty (30) days’ prior written notice to the Borrower Lenders and Borrower. Such resignation shall take effect on the date set forth in such notice or as otherwise provided below. Such resignation by the Administrative Agent as Administrative Agent shall not affect its rights or obligations hereunder and under the other Loan Documents as a Lender. If the Administrative Agent is guilty of gross negligence or willful misconduct (as determined by a court of competent jurisdiction from which all appeal has been exhausted), the Lenders may remove the Administrative Agent from its role as the Administrative Agent for the Lenders. , without affecting the Administrative Agent's rights or obligations as a Lender hereunder and under the other Loan Documents. (b) Upon resignation by the Administrative Agent, or any such notice of resignationsuccessor Administrative Agent, the Required Lenders willshall appoint a successor Administrative Agent, with which successor agent shall be either one of the prior written consent of Initial Lenders or another Lender that is consented to by the Borrower (which consent shall not be unreasonably withheld), appoint from among the Lenders a successor to the Administrative Agent (provided that the Borrower’s consent withheld or delayed and shall not be required in after the event a Default or occurrence and during the continuance of an Event of Default shall have occurred and be continuingDefault). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such thirty-day periodmay appoint, then the retiring Administrative Agent may, on behalf of the Lenders and after consulting with the Lenders (other than the Lender which is the Administrative Agent resigning), a successor agent from among such other Lenders (it being understood and agreed that if such successor agent is not an Initial Lender, its appointment shall be subject to the consent of the Borrower, appoint a successor Administrative Agent from among which shall not be unreasonably withheld or delayed and shall not be required after the Lendersoccurrence and during the continuance of an Event of Default). Upon the acceptance of any appointment as Administrative Agent hereunder by a successor agent, the Administrative Agent, 's resignation shall become effective and such successor Administrative Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative AgentAgent upon the recordation of a written designation and acceptance, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Credit DocumentsLoan Documents other than its liability, if any, for duties and obligations accrued prior to its retirement. After any retiring Administrative Agent’s 's resignation hereunder as an Administrative Agent, the provisions of this Article Section 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 AgentAgent hereunder and under the other Loan Documents. The new Administrative Agent shall promptly deliver to the Borrower a copy of the designation and acceptance. (c) If no successor to the Administrative Agent agent has accepted appointment as Administrative Agent by the thirtieth date which is thirty (30th30) day following days after the date of a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless nonetheless thereupon become effective, effective and the Lenders shall thereafter perform all of the duties of the Administrative Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders (other than the Lender which has resigned as Administrative Agent) appoint a successor Administrative Agent agent as provided for hereinaboveabove. The resigning Administrative Agent shall have continuing liability for any act of willful misfeasance or willful breach of this Agreement or gross negligence in the performance of its duties or by reason of reckless disregard of its duties (as determined by a court of competent jurisdiction from which all appeal has been exhausted) committed by it during the period it was the Administrative Agent under this Agreement.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving give written notice of its resignation to the Purchasers and Seller at least thirty (30) days’ days prior written notice to such date of resignation. Except as provided below, such resignation shall not become effective until the Purchasers shall have appointed, with, prior to the Borrower and occurrence of an Amortization Event, the Lenders. Upon consent of MSC, to a successor, which shall be a bank with an office in the United States, or an Affiliate of any such notice of resignation, the Required Lenders will, bank with the prior written consent of the Borrower (which consent shall not be unreasonably withheld), appoint from among the Lenders a successor to the Administrative Agent (provided that the Borrower’s consent shall not be required an office in the event a Default or Event of Default shall have occurred and be continuing)United States. If no such successor to the Administrative Agent shall have been so appointed by the Required Lenders Purchasers and shall have accepted such appointment within ninety (90) days after the retiring Administrative Agent gives notice of its resignation (or such thirty-earlier day periodas shall be agreed by the Required Purchasers) (the “Resignation Closing Date”), then the retiring Administrative Agent may, may (but shall not be obligated to) on behalf of the Lenders and after consulting with the Lenders and the BorrowerPurchasers, appoint a successor Administrative Agent from among meeting the Lendersqualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Closing Date. Upon the acceptance resignation or replacement of any appointment as Administrative Agent in accordance with this Section 11.09, the retiring Administrative Agent shall execute or authorize the filing of such UCC-3 assignments and amendments, and assignments and amendments of the Transaction Documents, as 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 hereunder and under the other Credit Documents. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of Article XII and this Article XI shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative AgentAgent under this Agreement. (b) If the Person serving as Administrative Agent is a Defaulting Purchaser pursuant to clause (d) of the definition thereof, the Required Purchasers may, to the extent permitted by applicable law, by written notice in writing to Seller and such Person remove such Person as Administrative Agent and, in consultation with Seller, appoint a successor. If no such successor to shall have been so appointed by the Required Purchasers and shall have accepted such appointment within 30 days after delivery of such notice (or such earlier day as shall be agreed by the Required Purchasers) (the “Removal Closing Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Closing Date. (c) With effect from the Resignation Closing Date or the Removal Closing Date (as applicable) (1) the retiring or removed Administrative Agent has accepted appointment as Administrative Agent by the thirtieth (30th) day following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, be discharged from its duties and the Lenders shall thereafter perform all of the duties of the Administrative Agent obligations hereunder and under the other Credit Transaction Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Purchasers under any of the Transaction Documents, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) except for any indemnity payments or other amounts then owed to the retiring or removed Administrative Agent, all payments, communications and determinations to be made by, to or through the Administrative Agent shall instead be made by or to each Purchaser directly, until such time, if any, as the Required Lenders Purchasers appoint a successor Administrative Agent as provided for hereinaboveabove. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or removed) Administrative Agent (other than any rights to indemnity payments or other amounts owed to the retiring or removed Administrative Agent as of the Resignation Closing Date or the Removal Closing Date, as applicable), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Transaction Documents (if not already discharged therefrom as provided above in this Section). The fees payable by Seller to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between Seller and such successor. After the retiring or removed Administrative Agent’s resignation or removal hereunder and under the other Transaction Documents, the provisions of this Article XI and Article XII shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub agents and their respective and their respective assigns, officers, directors, agents and employees in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent was acting as Administrative Agent.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower, such resignation to be effective upon the appointment of a successor Administrative Agent or, if no successor Administrative Agent has been appointed, thirty (30) days’ prior written days after the retiring Administrative Agent gives notice to the Borrower and the Lendersof its resignation. Upon any such notice of resignation, resignation the Required Lenders willshall have the right, in consultation with the prior written consent of the Borrower (which consent shall not be unreasonably withheld)and, appoint from among the Lenders a successor to the Administrative Agent (provided that the Borrower’s consent shall not be required in the event a Default or so long as no Event of Default shall have occurred and be continuingthen exist, the consent of the Borrower), to appoint a successor Administrative Agent. If no successor to the Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such thirty-day periodthirty (30) days after the resigning Administrative Agent’s giving notice of its resignation, then the retiring resigning Administrative Agent maymay appoint, on behalf of the Lenders and after consulting with the Lenders Borrower and the BorrowerLenders, appoint a successor Administrative Agent. No successor Administrative Agent from among shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the Lendersappointment. Any such successor Administrative Agent shall be a commercial bank having capital and retained earnings of at least $100,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring resigning Administrative Agent. Upon the effectiveness of the resignation of the Administrative Agent, and the retiring resigning Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Credit Loan Documents. After any retiring Administrative Agent’s the effectiveness of the resignation as of an Administrative Agent, the provisions of this Article X shall inure to its continue in effect for the benefit as to of such Administrative Agent in respect of any actions taken or omitted to be taken by it while it was Administrative Agent. If no successor to the Administrative Agent has accepted appointment acting as Administrative Agent by the thirtieth (30th) day following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Administrative Agent hereunder and under the other Credit Documents until such time, if any, as Loan Documents. In the Required Lenders appoint event that there is a successor to the Administrative Agent by merger, then the term “Prime Rate” as provided for hereinaboveused in this Agreement shall mean the prime rate, base rate or other analogous rate of the new Administrative Agent.

Successor Administrative Agent. The Administrative Agent acknowledges that its current intention is to remain Administrative Agent hereunder. Nevertheless, Administrative Agent may resign at any time by giving thirty (30) 15 days’ prior ' written notice thereof to Banks and Borrower. Administrative Agent may be removed involuntarily only for a material breach of its duties and obligations hereunder or under the Borrower other Credit Documents or for gross negligence or willful misconduct in connection with the performance of its duties hereunder or under the other Credit Documents and then only upon the Lendersaffirmative vote of the Required Banks (excluding Administrative Agent from such vote and Administrative Agent's Proportionate Share of the Commitment from the amounts used to determine the portion of the Commitment necessary to constitute the required Proportionate Share of the remaining Banks). Upon any such notice of resignationresignation or removal, the Required Lenders willBanks shall have the right, with the prior written consent of the Borrower (which such consent shall not to be unreasonably withheld), withheld or delayed) to appoint from among the Lenders a successor to the Administrative Agent (provided that the Borrower’s consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing)Agent. If no successor to the Administrative Agent shall have been so appointed by the Required Lenders Banks, and shall have accepted such appointment appointment, within such thirty-day period30 days after the retiring Administrative Agent's giving of notice of resignation or Banks' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and after consulting Banks, with the Lenders and the Borrowerconsent of Borrower (such consent not to be unreasonably withheld or delayed), appoint a successor Administrative Agent from among the LendersAgent, which shall be a Bank, if any Bank shall be willing to serve, and otherwise shall be a commercial bank 108 121 having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Administrative Agent under the Operative 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 hereunder and as Administrative Agent only under the other Credit Documents. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative Agent, the provisions of this Article 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent. If no successor to the Administrative Agent has accepted appointment as Administrative Agent by the thirtieth (30th) day following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Administrative Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for hereinaboveOperative Documents.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Borrower Lenders and the LendersBorrower. Upon any such notice of resignation, the Required Lenders willshall have the right, with the prior written consent of the Borrower (which consent shall not to be unreasonably withheld), appoint from among the Lenders a successor to the Administrative Agent conditioned or delayed) so long as no Event of Default has occurred and is continuing (provided that in which case the Borrower’s consent shall is not be required in the event required), to appoint a Default or successor administrative agent; provided, that if an Event of Default shall have has occurred and be continuing). If is continuing or no successor to the Administrative Agent shall have administrative agent has been so appointed by the Required Lenders and shall have accepted agreed upon within thirty (30) days following receipt of notice of such appointment within such thirty-day periodresignation, then such resignation shall nonetheless become effective (except that the retiring Administrative Agent may, on behalf shall continue to hold the Collateral and all liens and security interest therein for the benefit of the Lenders and after consulting with the Lenders until a successor administrative agent is appointed) and the Borrower, Required Lenders shall appoint a successor Administrative Agent from among in consultation with the LendersBorrower (except that no consultation shall be required if an Event of Default has occurred and is continuing). Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agentadministrative agent, such that successor Administrative Agent administrative agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative AgentAgent and the retiring Administrative Agent shall promptly (i) transfer to such successor administrative agent all sums and items of Collateral held under the Loan Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor administrative agent under the Loan Documents, and (ii) execute and deliver to such successor administrative agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor administrative agent of the security interests created under the Loan Documents, whereupon such retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documentshereunder. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article IX and Sections 11.01 and 12.13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent. If no successor Agent hereunder. (b) Notwithstanding anything herein to the contrary, the Administrative Agent has accepted appointment may assign its rights and duties as Administrative Agent by hereunder to one of its Affiliates without the thirtieth (30th) day following a retiring Administrative Agent’s prior written consent of, or prior written notice of resignationto, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effectiveBorrower or the Lenders; provided, that the Borrower and the Lenders may deem and treat such assigning Administrative Agent as the Administrative Agent for all purposes hereof, unless and until such assigning Administrative Agent provides written notice to the Borrower and the Lenders of such assignment. Upon such assignment such Affiliate shall thereafter perform succeed to and become vested with all of the rights, powers, privileges and duties of the as Administrative Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for hereinaboveLoan Documents.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent at any time by giving thirty (30) days’ prior written notice to the Borrower Banks and the LendersBorrower; PROVIDED that any such resignation by Bank of America shall also constitute its resignation as L/C Issuer. If the Administrative Agent resigns under this Agreement, the Required Banks shall appoint from among the Banks a successor administrative agent for the Banks, which successor administrative agent shall be consented to by the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Banks and the Borrower, a successor administrative agent from among the Banks. Upon the acceptance of its appointment as successor administrative agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, and L/C Issuer and the respective terms "Administrative Agent," and "L/C Issuer" shall mean such successor administrative agent and Letter of Credit issuer and the retiring Administrative Agent's appointment, powers and duties as Administrative Agent shall be terminated and the retiring L/C Issuer's rights, powers and duties as such shall be terminated, without any other or further act or deed on the part of such retiring L/C Issuer or any other Bank, other than the obligation of the successor L/C Issuer to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, the provisions of this ARTICLE 7 and SECTION 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 Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent's notice of resignation, the Required Lenders will, with retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the prior written consent Banks shall perform all of the Borrower (which consent shall not be unreasonably withheld), appoint from among the Lenders a successor to duties of the Administrative Agent (provided that the Borrower’s consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing). If no successor to the Administrative Agent shall have been so appointed by hereunder until 57 such time, if any, as the Required Lenders and shall have accepted such appointment within such thirty-day period, then the retiring Administrative Agent may, on behalf of the Lenders and after consulting with the Lenders and the Borrower, Banks appoint a successor Administrative Agent from among the Lendersadministrative agent as provided for above. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agentsuccessor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges discretion, privileges, and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Credit Financing Documents. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent. If no successor to the Administrative Agent has accepted appointment as Administrative Agent by the thirtieth (30th) day following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Administrative Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for hereinabove.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving thirty (30) as Administrative Agent upon 20 days’ prior written notice to the Borrower Lenders and Borrowers. If Administrative Agent shall resign as Administrative Agent in its applicable capacity under this Agreement and the Lenders. Upon any such notice of resignationother Credit Documents, the then Required Lenders will, with the prior written consent of the Borrower (which consent shall not be unreasonably withheld), appoint from among the Lenders a successor to the Administrative Agent (provided that the Borrower’s consent shall not be required in the event a Default or agent, which successor agent shall, unless an Event of Default shall have occurred and be continuing, be subject to approval by Parent (which approval shall not be unreasonably withheld, delayed or conditioned), whereupon such successor agent shall succeed to the rights, powers and duties of Administrative Agent in its applicable capacity, and the term “Administrative Agent” means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent in its applicable capacity shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no applicable successor to the Administrative Agent shall have been so appointed by the Required Lenders and shall have agent has accepted such appointment within such thirty-day period, then the retiring Administrative Agent may, on behalf of the Lenders and after consulting with the Lenders and the Borrower, appoint a successor Administrative Agent from among the Lenders. Upon the acceptance of any appointment as Administrative Agent in its applicable capacity by a successor Administrative Agent, the date that is 20 days following such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent’s notice of resignation, such retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the retiring Lenders shall assume and perform all of the duties of Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documentsuntil such time, if any, as Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Article XI shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative AgentAgent under this Agreement and the other Credit Documents. If no successor to Notwithstanding the Administrative Agent has accepted appointment foregoing, Chicago Atlantic may resign as Administrative Agent by Agent, and choose a successor for such capacity, without notice to, or the thirtieth consent of, Lenders (30thincluding Required Lenders) day following a retiring Administrative Agent’s notice or any Credit Party if such successor is an Affiliate of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effectiveChicago Atlantic, and the Lenders shall thereafter perform all and Borrowers are deemed to have consented to any such resignation and choice of successor prior to the duties effectiveness of the Administrative Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for hereinabovethis sentence.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving thirty (30) days’ prior written give notice of its resignation to the Borrower Lenders and the LendersBorrower. Upon receipt of any such notice of resignation, the Required Lenders willshall have the right, in consultation with the prior written consent of the Borrower (which consent shall not be unreasonably withheld)Borrower, to appoint from among the Lenders a successor to the Administrative Agent (provided that the Borrower’s consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing)successor. If no such successor to the Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such thirty-day periodthirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, may on behalf of the Lenders and after consulting with the Lenders and the BorrowerLenders, appoint a successor Administrative Agent from among the Lenders. Upon the acceptance of any appointment as Administrative Agent by a successor Administrative Agent, such successor provided that if the Administrative Agent shall thereupon succeed to notify the Borrower and the Lenders that no Person has accepted such appointment, then such resignation shall nonetheless become vested effective in accordance with all the rights, powers, privileges such notice and duties of the retiring Administrative Agent, and (a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents. After Documents (except that in the case of any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken Collateral held by it while it was Administrative Agent. If no successor to the Administrative Agent has accepted appointment as Administrative Agent by on behalf of the thirtieth (30th) day following a retiring Administrative Agent’s notice Lenders under any of resignationthe Credit Documents, the retiring Administrative Agent’s resignation Agent shall nevertheless thereupon become effectivecontinue to hold such Collateral until such time as a successor Administrative Agent is appointed) and (b) all payments, communications and the Lenders shall thereafter perform all of the duties of determinations provided to be made by, to or through the Administrative Agent hereunder and under the other Credit Documents shall instead be made by or to each Lender directly, until such time, if any, time as the Required Lenders appoint a successor Administrative Agent as provided for hereinaboveabove in this paragraph. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Credit Documents, the provisions of this Article and Section 9.5 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

Successor Administrative Agent. The (a) Administrative Agent may (i) resign at any time or (ii) be replaced at any time upon the agreement of the Requisite Lenders, in each case by giving at least thirty (30) days’ prior written notice thereof to the Borrower Lenders and the LendersBorrower. Upon any such notice of resignationresignation or replacement, Requisite Lenders shall have the right, upon five (5) Business Days’ notice to the Borrower, to appoint a successor Administrative Agent, which successor shall be reasonably acceptable to and approved by the Borrower, provided that, the Required Lenders will, with the prior written consent of the Borrower (which consent shall not be unreasonably withheld), appoint from among the Lenders a successor to the Administrative Agent (provided that the Borrower’s consent shall not be required in the event a Default or have any such approval right if an Event of Default shall have has occurred and be continuing)is continuing at such time. If no successor to the Administrative Agent shall have been so appointed by the Required Requisite Lenders and shall have accepted such appointment within such thirty-day periodthirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf Agent’s resignation shall nevertheless thereupon become effective and the Requisite Lenders shall perform all of the duties of Administrative Agent, as applicable, hereunder until such time, if any, as the Requisite Lenders and after consulting with the Lenders and the Borrower, appoint a successor Administrative Agent as provided for above. In such case, the Requisite Lenders shall appoint one Person to act as Administrative Agent for purposes of any communications with the Borrower, and until the Borrower shall have been notified in writing of such Person and such Person’s notice address as provided for in Section 10.1, the Borrower shall be entitled to give and receive communications to/from among the Lendersresigning Administrative Agent. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent and the payment of the outstanding fees and expenses of the resigning Administrative Agent, such that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative AgentAgent and the resigning Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all sums, Capital Stock and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Loan Documents, and (ii) execute and deliver to such successor Administrative Agent such amendments to financing statements, and take such other actions, as may be reasonably requested in connection with the assignment to such successor Administrative Agent of the security interests created under the Collateral Documents (the reasonable out-of-pocket expenses of which shall be borne by the Borrower), whereupon such retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documentshereunder. After any retiring resigning Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article Section 9.7 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent. If no successor Agent hereunder. (b) Notwithstanding anything herein to the contrary, Administrative Agent has accepted appointment may assign its rights and duties as Administrative Agent by the thirtieth (30th) day following a retiring hereunder to an Affiliate of Administrative Agent’s notice of resignation, ; provided that (i) such assignee is an Eligible Assignee and (ii) the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, Borrower and the Lenders may deem and treat such assigning Administrative Agent as Administrative Agent for all purposes hereof, unless and until such assigning Administrative Agent provides written notice to the Borrower and the Lenders of such assignment. Upon such assignment such Affiliate shall thereafter perform succeed to and become vested with all of the rights, powers, privileges and duties of the as Administrative Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for hereinaboveLoan Documents.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Borrower Lenders and the Company, and Administrative Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to Company and Administrative Agent and signed by Requisite Lenders. Upon any such notice of resignationresignation or any such removal, Requisite Lenders shall have the Required Lenders willright to appoint a successor Administrative Agent, with upon five Business Days’ notice to Company, and Company shall have the prior written right to consent of the Borrower (which to such successor Administrative Agent, such consent shall not to be unreasonably withheld), appoint from among the Lenders a successor to the Administrative Agent (provided that the Borrower’s consent shall not be required in the event a Default withheld or Event of Default shall have occurred and be continuing)delayed. If no such successor to the Administrative Agent shall have been so appointed by the Required Requisite Lenders and shall have accepted such appointment within such thirty-day period30 days after the retiring Administrative Agent gives notice of its resignation or is removed, then the retiring Administrative Agent may, on behalf of the Lenders and after consulting with the Lenders and the BorrowerLenders, appoint a successor Administrative Agent meeting the qualifications set forth above; provided, that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from among its duties and obligations hereunder and under the Lendersother Credit Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Agent under any of the Credit Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided to, or made by, or through the Administrative Agent shall instead be made by or to each Lender, until such time as the Requisite Lenders appoint a successor Administrative Agent as provided for above in this paragraph. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent, Agent and the retiring or removed Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) execute and deliver to such successor Administrative Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent of the security interests created under the Collateral Documents, whereupon such retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under (if not already discharged therefrom as provided in the other Credit Documentsparagraph above). After any retiring or removed Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative AgentAgent hereunder. If no successor to the Administrative Agent has accepted appointment Any resignation or removal by BONY as Administrative Agent by pursuant to this Section 9.7 shall also constitute its resignation as Collateral Agent. Upon discharge of the thirtieth (30th) day following a retiring Administrative Agent’s notice of resignationduties and obligations as set forth above, (a) the retiring Administrative Agent’s resignation or removed Collateral Agent shall nevertheless thereupon become effective, and the Lenders shall thereafter perform be discharged from all of the its respective duties of the Administrative Agent and obligations hereunder and or under the other Credit Documents until Documents, and (b) any such timesuccessor Collateral Agent shall succeed to and become vested with all of the rights, if anypowers, as privileges and duties of the Required Lenders appoint a successor Administrative Agent as provided for hereinaboveretiring or removed Collateral Agent.

Successor Administrative Agent. The Administrative Agent may resign hereunder at any time by giving thirty (30) days’ prior written notice thereof to the Borrower Lenders and the LendersObligors. Upon any such notice of resignation, the Required Lenders will, shall have the right to appoint the successor Administrative Agent hereunder with the prior written consent of the Borrower (each Borrower, which consent shall not be unreasonably withheld), appoint from among the Lenders a successor to the Administrative Agent (withheld or delayed; provided that the each Borrower’s consent shall not be required in the event a Default or if an Event of Default shall have occurred and be continuing)continuing at such time hereunder. If no successor to the Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment appointment, within such thirty-day period30 days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders and after consulting with the Lenders and consent of each Borrower (such consent not to be unreasonably withheld or delayed) appoint the Borrower, appoint a successor Administrative Agent from among the Lendershereunder which shall be a Lender, if any Lender shall be willing to serve, and otherwise shall be a 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, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and as Administrative Agent only under the other Credit Facility Documents. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent. If no successor to the Administrative Agent has accepted appointment as Administrative Agent by the thirtieth (30th) day following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Administrative Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for hereinaboveFacility Documents.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Borrower Lenders and the LendersBorrower. Upon any such notice of resignation, the Required Requisite Lenders will, with shall have the prior written consent of the Borrower (which consent shall not be unreasonably withheld), right to appoint from among the Lenders a successor to the Administrative Agent (provided that the Borrower’s consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing)Agent. If no successor to the Administrative Agent shall have been so appointed by the Required Lenders Requisite Lenders, and shall have accepted such appointment appointment, within such thirty-day period30 days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders and after consulting with the Lenders and the BorrowerLenders, appoint a successor Administrative Agent Agent, selected from among the Lenders. In either case, such appointment shall be subject to the prior written approval of the Borrower (which approval may not be unreasonably withheld and shall not be required upon the occurrence and during the continuance of an Event of Default). Upon the acceptance of any appointment as Administrative Agent by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to to, and become vested with with, all the rights, powers, privileges and duties of the retiring AMENDED AND RESTATED CREDIT AGREEMENT XXXXX HEALTHCARE CORPORATION Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder under this Agreement and under the other Credit Loan Documents. After Prior to any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents. After such resignation, the retiring Administrative Agent shall continue to have the benefit of this Article shall inure to its benefit X as to any actions taken or omitted to be taken by it while it was Administrative Agent. If no successor Agent under this Agreement and the other Loan Documents. (b) In addition to the Administrative Agent has accepted appointment as Administrative Agent by foregoing, if a Revolving Lender becomes, and during the thirtieth (30th) day following period it remains, a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effectiveDefaulting Lender, and the Lenders Borrower shall thereafter perform all not have satisfied its obligations set forth in Section 2.19 (Defaulting Lender), the Issuer and/or the Swing Loan Lender may, upon prior written notice to the Borrower and the Administrative Agent, resign as Issuer or Swing Loan Lender, respectively, effective at the close of business New York time on a date specified in such notice (which date may not be less than 30 days after the date of such notice); provided that such resignation by the Issuer will have no effect on the validity or enforceability of any Letter of Credit then outstanding or on the obligations of the duties Borrower or any Lender under this Agreement with respect to any such outstanding Letter of Credit or otherwise to the Issuer; and provided further, that such resignation by the Swing Loan Lender will have no effect on its rights in respect of any outstanding Swing Loans or on the obligations of the Administrative Agent hereunder and Borrower or any Lender under the other Credit Documents until this Agreement with respect to any such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for hereinaboveoutstanding Swing Loan.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving thirty (30) as Administrative Agent upon 30 days’ prior written ' notice to the Borrower Lenders; provided that any such resignation by the Administrative Agent shall also constitute its resignation as L/C Issuer and Collateral Agent. In addition, the Administrative Agent may be removed at the written direction of the Required Lenders to the extent the Administrative Agent is shown to be grossly negligent in the performance of its material obligations and/or duties hereunder or to have engaged in willful misconduct in the performance of such obligations and/or duties; provided that any such removal of an Administrative Agent shall also constitute its removal as L/C Issuer and Collateral Agent. Finally, to the extent the amount of the Administrative Agent's exposure under Revolving Loans and Letters of Credit hereunder equals zero and the Commitment of the Administrative Agent is also equal to zero, the Administrative Agent may be removed at the written direction of the Required Lenders. Upon ; provided that any such notice removal of resignationan Administrative Agent shall also constitute its removal as L/C Issuer and Collateral Agent. If any Administrative Agent resigns or is otherwise removed as Administrative Agent under this Agreement, the Required Lenders will, with the prior written consent of the Borrower (which consent shall not be unreasonably withheld), appoint from among the Lenders a successor administrative agent for the Lenders, which successor administrative agent shall be consented to by the Administrative Agent Borrower at all times other than during the existence of an Event of Default (provided that which consent of the Borrower’s consent Borrower shall not be required in the event a Default unreasonably withheld or Event of Default shall have occurred and be continuingdelayed). If no successor administrative agent is appointed prior to the effective date of a resignation (but not removal) of the Administrative Agent, the Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such thirty-day periodmay appoint, then the retiring Administrative Agent may, on behalf of the Lenders and after consulting with the Lenders and the Borrower, appoint a successor Administrative Agent administrative agent from among the LendersLenders (to the extent such appointment is accepted by such Lender). Upon the acceptance of any its appointment as Administrative Agent by successor administrative agent hereunder (whether as 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 the other Credit Documents. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent. If no successor to the Administrative Agent has accepted appointment as Administrative Agent by the thirtieth (30th) day following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Administrative Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for hereinabove.result of

Successor Administrative Agent. The Except as otherwise provided below, KeyBank shall serve as Administrative Agent may resign at all times during the term of the Loans. KeyBank may (a) engages in gross negligence or willful misconduct in the performance of its duties under the Loan Documents or (b) ceases to hold any time by giving thirty (30) days’ prior written notice Commitments or Loans under this Agreement. Upon any such resignation or removal, the Required Lenders shall have the right to appoint, on behalf of the Borrower and the Lenders. Upon any such notice of resignation, the Required Lenders will, with the prior written consent of the Borrower (which consent shall not be unreasonably withheld), appoint from among the Lenders a successor to the Administrative Agent (provided that the Borrower’s consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing)Agent. If no successor to the Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such thirty-day periodthirty days after the resigning or removed Administrative Agent’s giving notice of its intention to resign or its receipt of notice of removal, then the retiring resigning or removed Administrative Agent mayshall, prior to the effective date of its resignation, appoint, on behalf of the Lenders and after consulting with the Lenders Borrower and the BorrowerLenders, appoint a successor Administrative Agent. No successor Administrative Agent from among shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the Lendersappointment. Any such successor Administrative Agent shall be a commercial bank whose senior debt obligations (or whose holding company’s senior debt obligations) are rated not less than “A” or its equivalent by S&P or not less than “A” or its equivalent by Xxxxx’x and which has capital and 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 resigning Administrative Agent. Upon the effectiveness of the resignation or removal of the Administrative Agent, and the retiring resigning or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Credit Loan Documents. After any retiring Administrative Agent’s the effectiveness of the resignation as or removal of an Administrative Agent, the provisions of this Article X shall inure to its continue in effect for the benefit as to of such Administrative Agent in respect of any actions taken or omitted to be taken by it while it was Administrative Agent. If no successor to the Administrative Agent has accepted appointment acting as Administrative Agent by the thirtieth (30th) day following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Administrative Agent hereunder and under the other Credit Documents until Loan Documents, subject to the limitations contained in such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for hereinabove.Article X.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving thirty (30) days’ prior written give notice of its resignation to the Borrower Lenders and the LendersXxxxxxxx. Upon receipt of any such notice of resignation, the Required Majority Lenders will, with shall have the prior written consent of the Borrower (which consent shall not be unreasonably withheld), right to appoint from among the Lenders a successor to the Administrative Agent (provided that for the Borrower’s consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing)Lenders. If no such successor to the Administrative Agent shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within such thirty-day period30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, may on behalf of the Lenders and after consulting with the Lenders and the BorrowerLenders, appoint a successor Administrative Agent from among the Lenders. Upon the acceptance of any appointment as Administrative Agent by a successor Administrative Agent, such successor ; provided that if Administrative Agent shall thereupon succeed to notify Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become vested effective in accordance with all the rights, powers, privileges such notice and duties of the retiring Administrative Agent, and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Credit Loan Documents (except that in the case of any Collateral held by Administrative Agent on behalf of the Lenders under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such Collateral until such time as a successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through Administrative Agent shall instead be made by or to each Lender directly, until such time as the Majority Lenders appoint a successor Administrative Agent as provided for above in this Section 17.9. In any such event, upon the acceptance of a successor's appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 17.9). The fees payable by Xxxxxxxx to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between Borrower and such successor. After any the retiring Administrative Agent’s 's resignation as Administrative Agenthereunder and under the other Loan Documents, the provisions of this Article Section 17 and Sections 11.1, 11.2 and 11.3 shall inure to continue in effect for the benefit of such retiring Administrative Agent, its benefit as to sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was Administrative Agent. If no successor to the Administrative Agent has accepted appointment as Administrative Agent by the thirtieth (30th) day following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent was acting as Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Administrative Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for hereinabove.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving thirty (30) days’ prior written give notice of its resignation to the Borrower Lenders, LC Issuer and the LendersBorrower. Upon receipt of any such notice of resignation, the Required Lenders will, with the prior written consent of the Borrower (which consent shall not be unreasonably withheld), appoint from among the Lenders a successor to the Administrative Agent (provided that the Borrower’s consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing). If no successor to the Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such thirty-day periodright, then the retiring Administrative Agent may, on behalf of the Lenders and after consulting in consultation with the Lenders and the Borrower, to appoint a successor Administrative Agent from among the LendersAgent. Upon the acceptance of any a successor’s appointment as Administrative Agent by a successor hereunder and notice of such acceptance to the retiring 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 (or retired) Administrative Agent, the retiring Administrative Agent’s resignation shall become immediately effective and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder and under the other Loan Documents (if such resignation was not already effective and such duties and obligations not already discharged, as provided below in this section). The fees payable by Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between Borrower and such successor. If no such successor shall have been so appointed by Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of Lenders (but without any obligation) appoint a successor Administrative Agent. From and following the expiration of such 30 day period, Administrative Agent shall have the exclusive right, upon 1 Business Days’ notice to Borrower, Lenders and LC Issuer, to make its resignation effective immediately. From and following the effectiveness of such notice, (i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents. After any retiring Administrative Agent’s resignation as Administrative AgentLoan Documents and (ii) all payments, the provisions of this Article shall inure to its benefit as to any actions taken or omitted communications and determinations provided to be taken by it while it was Administrative Agent. If no successor made by, to the or through Administrative Agent has accepted appointment as Administrative Agent shall instead be made by the thirtieth (30th) day following a retiring Administrative Agent’s notice of resignationor to each Lender directly, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Administrative Agent hereunder and under the other Credit Documents until such time, if any, time as the Required Lenders appoint a successor Administrative Agent as provided for hereinaboveabove in this section. The provisions of this Agreement (including the indemnification provisions herein) shall continue in effect for the benefit of any retiring Administrative Agent and its sub-agents after the effectiveness of its resignation hereunder and under the other Loan Documents in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting or was continuing to act as Administrative Agent.

Successor Administrative Agent. The Administrative Agent may resign as the Administrative Agent upon at any time by giving thirty (30) least 20 days’ ' prior written notice to the Borrower Lenders and the LendersBorrower. Upon The Required Lenders may also remove the Administrative Agent upon at least 20 days' prior written notice to the Administrative Agent and the Borrower; provided, however, in case of a removal due to a material breach of the Administrative Agent's obligations hereunder that shall not have been cured within thirty (30) days after written notice to the Administrative Agent and the Borrower by any such notice Lender, the Administrative Agent shall be deemed to be a Defaulting Lender for purposes of resignation, determining the Required Lenders will, with the prior written consent of the Borrower (which consent hereunder. The Required Lenders shall not be unreasonably withheld), appoint from among the Lenders a successor to the Administrative Agent for the Lenders subject to prior approval by the Borrower (provided such approval not to be unreasonably withheld or delayed; provided, however, that the Borrower’s consent no such approval shall not be required in the event that a Default or Event of Default shall have has occurred and be is continuing). If no successor to the Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such thirty-day period, then the retiring Administrative Agent may, on behalf of the Lenders and after consulting with the Lenders and the Borrower, appoint a successor Administrative Agent from among the Lenders. Upon the acceptance of any appointment as Administrative Agent by a successor Administrative Agent, whereupon such successor Administrative Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Administrative Agent, and the retiring term "Administrative Agent" shall include such successor agent effective upon its appointment, and the resigning or removed Administrative Agent's rights, powers and duties as the Administrative Agent shall be discharged from its duties and obligations hereunder and under terminated, without any other or further act or deed on the other Credit Documentspart of such former Administrative Agent or any of the parties to this Agreement. After any the retiring Administrative Agent’s 's resignation or removal hereunder as the Administrative Agent, the provisions of this Article section 11 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative AgentAgent under this Agreement. If no Any successor to the Administrative Agent has accepted appointment appointed as Administrative Agent by herein contemplated shall at the thirtieth (30th) day following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of time it becomes the Administrative Agent hereunder hold Commitments and under Loans representing at least 12.50% of the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for hereinaboveoutstanding Commitments and Loans hereunder.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Borrower Lenders and the LendersBorrower. Upon any such notice of resignation, the Required Lenders willshall have the right to appoint a successor Administrative Agent, with the prior written consent of subject to approval by the Borrower (which consent shall not be unreasonably withheld), appoint from among the Lenders a successor to the Administrative Agent (provided that the Borrower’s consent shall not be required in the event a no Default or Event of Default shall have occurred and be continuing)exist at such time. If no successor to the Administrative Agent shall have been so appointed by the Required Lenders appointed, and shall have accepted such appointment within such thirty-day period30 days after the retiring Administrative Agent gives notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders and after consulting with the Lenders and the BorrowerLenders, appoint a successor Administrative Agent from among which shall be a commercial bank organized under the Lenderslaws of the United States or any state thereof or a bank which maintains an office in the United States. Any resignation by the Administrative Agent pursuant to this Section shall also constitute its resignation as an Issuing Bank and Swingline Lender. Upon the acceptance of any a successor’s appointment as Administrative Agent hereunder: (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank and Swingline Lender; (ii) the retiring Issuing Bank and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents; and (iii) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit. (b) Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor Administrative Agentsuccessor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder under this Agreement and under the other Credit Loan Documents. After any If, within 45 days after written notice is given of the retiring Administrative Agent’s resignation as Administrative Agentunder this Section, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent. If no successor to the Administrative Agent has shall have been appointed and shall have accepted appointment as Administrative Agent by the thirtieth such appointment, then on such 45th day (30thi) day following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iii) the Required Lenders shall thereafter perform all of the duties of the retiring Administrative Agent hereunder and under the other Credit Loan Documents until such time, if any, time as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s resignation hereunder, the provisions of this Article shall continue in effect for hereinabovethe benefit of such retiring Administrative Agent and its representatives and agents in respect of any actions taken or not taken by any of them while it was serving as the Administrative Agent. (c) In addition to the foregoing, if a Lender becomes, and during the period it remains, a Defaulting Lender, and if any Default has arisen from a failure of the Borrower to comply with Section 2.26(b), then the Issuing Bank and the Swingline Lender may, upon prior written notice to the Borrower and the Administrative Agent, resign as Issuing Bank or as Swingline Lender, as the case may be, effective at the close of business Charlotte, North Carolina time on a date specified in such notice (which date may not be less than five (5) Business Days after the date of such notice).

Successor Administrative Agent. The Administrative Agent may shall have the right to resign at any time by giving thirty (30) days’ prior written notice thereof to Lenders and Borrower. Administrative Agent shall have the right to appoint a financial institution to act as Administrative Agent hereunder, subject to the reasonable satisfaction of Borrower and the Required Lenders, and Administrative Agent’s resignation shall become effective on the earliest of (i) 30 days after delivery of the notice of resignation (regardless of whether a successor has been appointed or not), (ii) the acceptance of such successor Administrative Agent by Borrower and the Required Lenders or (iii) such other date, if any, agreed to by the Required Lenders. Upon any such notice of resignation, the Required Lenders will, with the prior written consent of the Borrower (which consent shall not be unreasonably withheld), appoint from among the Lenders if a successor to the Administrative Agent (provided that the Borrower’s consent shall has not be required in the event a Default or Event of Default shall have occurred and be continuing). If no successor to the Administrative Agent shall have already been so appointed by the retiring Administrative Agent, Required Lenders and shall have accepted such appointment within such thirty-day periodthe right, then the retiring Administrative Agent may, on behalf of the Lenders and after consulting in consultation with the Lenders and the Borrower, to appoint a successor Administrative Agent. If neither Required Lenders nor Administrative Agent from among have appointed a successor Administrative Agent, Required Lenders shall be deemed to have succeeded to and become vested with all the Lendersrights, powers, privileges and duties of the retiring Administrative Agent. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative AgentAgent and the retiring Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all sums held under the Loan Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Loan Documents, and (ii) take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent of the Loan Documents, whereupon such retiring Administrative Agent shall be discharged from its duties and obligations hereunder and or under the other Credit DocumentsLoan Documents (if not already discharged therefrom as provided above in this Article). After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article 8 and Section 9.03 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent. If no successor to the Administrative Agent has accepted appointment as Administrative Agent by the thirtieth (30th) day following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Administrative Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for hereinabovehereunder.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving thirty (30) days’ ' prior written notice to the Lenders and Borrower. The Required Lenders, for good cause, may remove Administrative Agent at any time by giving thirty (30) days' prior written notice to the Administrative Agent, the Borrower and the other Lenders. Upon any such notice of resignationresignation or removal, the Required Lenders willshall appoint a successor Administrative Agent, with which successor Administrative Agent shall, if such appointment is prior to the prior written consent occurrence of an Event of Default which is continuing, be subject to the approval of the Borrower (Borrower, which consent approval shall not be unreasonably withheld), appoint from among the Lenders a successor to the Administrative Agent (provided that the Borrower’s consent shall not be required in the event a Default withheld or Event of Default shall have occurred and be continuing)delayed. If no successor to the Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such thirty-day periodthirty (30) days after the retiring Administrative Agent's giving notice of resignation or the Required Lenders' giving notice of removal, as the case may be, then the retiring Administrative Agent maymay appoint, on behalf of the Lenders and after consulting with the Lenders Borrower and the BorrowerLenders, appoint a successor Administrative Agent. If in such instance the retiring Administrative Agent from among appoints as the Lenderssuccessor Administrative Agent a Lender, such Lender shall accept such appointment. Each such successor Administrative Agent shall be a Lender or a financial institution which meets the requirements of an Eligible Assignee. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Credit Loan Documents. After any retiring Administrative Agent’s 's resignation as Administrative Agenthereunder, the provisions of this Article 13 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was Administrative Agent. If no successor to acting as the Administrative Agent has accepted appointment as Administrative Agent by the thirtieth (30th) day following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Administrative Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for hereinabovehereunder.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Borrower Lenders and the Borrower, and the Administrative Agent may be removed at any time with or without cause by written notice received by the Administrative Agent from the Required Lenders. Upon any such notice of resignationresignation or removal, the Required Lenders willshall have the right to appoint, with without the prior written consent of the Borrower (which consent shall not be unreasonably withheld)and on behalf of the Lenders, appoint from among the Lenders a successor to the Administrative Agent (provided that the Borrower’s consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing)Agent. If no successor to the Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such thirty-day periodthirty days after the retiring Administrative Agent's giving notice of resignation, then the retiring Administrative Agent maymay appoint, without the consent of the Borrower and on behalf of the Lenders Lenders, a successor Administrative Agent, which successor Administrative Agent shall be a Lender unless no Lender shall so agree in which event such successor Administrative Agent may be a Person of the Administrative Agent's choosing. Notwithstanding anything herein to the contrary, so long as no Default has occurred and after consulting with the Lenders and is continuing, each such successor Administrative Agent shall be subject to approval by the Borrower, appoint a which approval shall not be unreasonably withheld. Such successor Administrative Agent from among the Lendersshall be a commercial bank having capital and retained earnings of at least $100,000,000. 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 the other Credit Loan Documents. After any retiring Administrative Agent’s 's resignation hereunder as Administrative Agent, the provisions of this Article X shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was Administrative Agent. If no successor to the Administrative Agent has accepted appointment acting as Administrative Agent by the thirtieth (30th) day following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Administrative Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for hereinaboveLoan Documents.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Borrower Lenders and the LendersBorrower. Upon any such notice of resignation, the Required Requisite Lenders will, with shall have the prior written consent of the Borrower (which consent shall not be unreasonably withheld), right to appoint from among the Lenders a successor to the Administrative Agent (provided that the Borrower’s consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing)Agent. If no successor to the Administrative Agent shall have been so appointed by the Required Lenders Requisite Lenders, and shall have accepted such appointment appointment, within such thirty-day period30 days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders and after consulting with the Lenders and the BorrowerLenders, appoint a successor Administrative Agent Agent, selected from among the Lenders. In either case, such appointment shall be subject to the prior written approval of the Borrower (which approval may not be unreasonably withheld and shall not be required upon the occurrence and during the continuance of an Event of Default). Upon the acceptance of any appointment as Administrative Agent by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to to, and become vested with with, all the rights, powers, privileges and duties of the AMENDED AND RESTATED CREDIT AGREEMENT TXXXX HEALTHCARE CORPORATION retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder under this Agreement and under the other Credit Loan Documents. After Prior to any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents. After such resignation, the retiring Administrative Agent shall continue to have the benefit of this Article shall inure to its benefit X as to any actions taken or omitted to be taken by it while it was Administrative Agent. If no successor Agent under this Agreement and the other Loan Documents. (b) In addition to the Administrative Agent has accepted appointment as Administrative Agent by foregoing, if a Revolving Lender becomes, and during the thirtieth (30th) day following period it remains, a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effectiveDefaulting Lender, and the Lenders Borrower shall thereafter perform all not have satisfied its obligations set forth in Section 2.19 (Defaulting Lender), the Issuer and/or the Swing Loan Lender may, upon prior written notice to the Borrower and the Administrative Agent, resign as Issuer or Swing Loan Lender, respectively, effective at the close of business New York time on a date specified in such notice (which date may not be less than 30 days after the date of such notice); provided that such resignation by the Issuer will have no effect on the validity or enforceability of any Letter of Credit then outstanding or on the obligations of the duties Borrower or any Lender under this Agreement with respect to any such outstanding Letter of Credit or otherwise to the Issuer; and provided further, that such resignation by the Swing Loan Lender will have no effect on its rights in respect of any outstanding Swing Loans or on the obligations of the Administrative Agent hereunder and Borrower or any Lender under the other Credit Documents until this Agreement with respect to any such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for hereinaboveoutstanding Swing Loan.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Borrower Lenders and the LendersCompany. Upon any such notice of resignation, the Required Lenders will, shall have the right to appoint a successor Administrative Agent (with the prior written consent of the Borrower (which Company, such consent shall not to be unreasonably withheld), appoint from among the Lenders a successor to the Administrative Agent (provided that the Borrower’s consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing). If no successor to the Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within such thirty-day period30 days after the retiring Administrative Agent gives notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders and after consulting with the Lenders and the BorrowerLenders, appoint a successor Administrative Agent from among (with the Lendersconsent of the Company, such consent not to be unreasonably withheld), which 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 $400,000,000. 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 hereunder and under the other Credit Documentshereunder. After any retiring Administrative Agent’s 's resignation hereunder as Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent. If no successor to the Administrative Agent has accepted appointment as Administrative Agent by the thirtieth (30th) day date which is 30 days following a retiring Administrative Agent’s 's notice of resignation, the retiring Administrative Agent’s 's resignation shall at its election nevertheless thereupon become effective, effective and the Lenders shall thereafter perform all of the duties of the Administrative Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent agent as provided for hereinaboveabove. The Administrative Agent, if it so elects, may resign as administrative agent but not collateral agent or vice versa, and if it so elects, then the provisions of this Section and the rest of this Article shall apply separately to each of those separate capacities of the Administrative Agent.

Successor Administrative Agent. The Any Administrative Agent may resign at any time by giving thirty (30) as an Administrative Agent upon 30 days’ prior written ' notice to the Borrower and the Lenders. Upon ; provided that any such notice resignation by Bank of resignationAmerica or Bank of America Canada shall also constitute its resignation as an L/C Issuer and as a Swing Line Lender. If an Administrative Agent resigns under this Agreement, the Required Lenders will, with shall appoint from among the prior written Canadian Lenders (in respect of appointing a replacement Canadian Administrative Agent) or the Domestic Lenders (in respect of appointing a replacement Domestic Administrative Agent) a successor administrative agent for the Lenders which successor administrative agent shall be consented to by the Borrowers at all times other than during the existence of an Event of Default (which consent of the Borrower (which consent Borrowers shall not be unreasonably withheld), appoint from among the Lenders a successor to the Administrative Agent (provided that the Borrower’s consent shall not be required in the event a Default withheld or Event of Default shall have occurred and be continuingdelayed). If no successor administrative agent is appointed prior to the effective date of the resignation of any Administrative Agent, such Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such thirty-day periodmay appoint, then the retiring Administrative Agent may, on behalf of the Lenders and after consulting with the Lenders and the Borrower, appoint a successor Administrative Agent administrative agent from among the LendersCanadian Lenders (in respect of appointing a replacement Canadian Administrative Agent) or the Domestic Lenders (in respect of appointing a replacement Domestic Administrative Agent). Upon the acceptance of any its appointment as Administrative Agent 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 respective terms "Administrative Agent," "L/C Issuer" and "Swing Line Lender" shall mean such successor administrative agent, Letter of Credit issuer and swing line lender, and the retiring Administrative Agent's appointment, powers and duties as an Administrative Agent shall be discharged from its terminated and the retiring L/C Issuer's and Swing Line Lender's rights, powers and duties as such shall be terminated, without any other or further act or deed on the part of such retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation of the successor L/C Issuer to issue letters of credit in substitution for (and against cancellation of) the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations hereunder and under of the other Credit Documentsretiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent’s 's resignation hereunder as an Administrative Agent, the provisions of this Article IX and Sections 10.04 and 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative AgentAgent under this Agreement. If no successor to the Administrative Agent administrative agent has accepted appointment as an Administrative Agent by the thirtieth (30th) day date which is 30 days following a retiring Administrative Agent’s 's notice of resignation, the retiring Administrative Agent’s 's resignation shall nevertheless thereupon become effective, effective and the Lenders shall thereafter perform all of the duties of the such Administrative Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent agent as provided for hereinaboveabove.

Successor Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent as provided below, the Administrative Agent may resign as Administrative Agent at any time by giving thirty (30) days’ prior written notice to the Borrower Lenders and the LendersBorrower. Upon any such notice of resignationIf the Administrative Agent shall resign as Administrative Agent under this Agreement, then the Required Lenders will, with the prior written consent of the Borrower (which consent shall not be unreasonably withheld), appoint from among the Lenders a successor administrative agent for the Lenders, which successor administrative agent shall be subject to the Administrative Agent approval of the Borrower (provided that the Borrower’s consent which approval shall not be required in the event a Default or Event of Default shall have occurred and be continuingunreasonably withheld). If no successor to the Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such thirty-day period30 days after the retiring Administrative Agent shall have given notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and after consulting with the Lenders and the BorrowerLenders, appoint a successor Administrative Agent from among the Lenders, which successor administrative agent shall be subject to the approval of the Borrower (which approval shall not be unreasonably withheld). Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agentpermitted successor, such successor Administrative Agent administrative agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Administrative Agent, and the retiring term “Administrative Agent” shall mean such successor administrative agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be discharged from its duties and terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the obligations hereunder and under the other Credit Documentsowing hereunder. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Article Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent. If no successor to the Administrative Agent has accepted appointment as Administrative Agent by the thirtieth (30th) day following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Administrative Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for hereinabovethis Agreement.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving thirty five (305) daysBusiness Days’ prior written notice thereof to the Borrower Lenders and Xxxx. The Administrative Agent which the Required Supermajority Lenders have determined to be, and continues to be, a Defaulting Lender (subject to SECTION 2.31(b)) may be removed by the Required Supermajority Lenders. Upon any such notice resignation or removal of resignationthe Administrative Agent, the Required Lenders willshall have the right to appoint a successor Administrative Agent, with the prior written consent which so long as there is no Default or Event of the Borrower Default existing shall be reasonably satisfactory to Xxxx (which whose consent shall not be unreasonably withheld), appoint from among the Lenders a successor to the Administrative Agent (provided that the Borrower’s consent shall not be required in the event a Default withheld or Event of Default shall have occurred and be continuingdelayed). If no successor to the Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment appointment, within such thirty-day period30 days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders and after consulting with the Lenders and the Borrowerother Credit Parties, appoint a successor Administrative Agent from among which shall be (a) a financial institution having a rating of not less than A or its equivalent by S&P or (b) a Lender capable of complying with all of the Lendersduties of the Administrative Agent hereunder (in the opinion of the retiring Administrative Agent and as certified to the Lenders in writing by such successor Administrative Agent) which, in the case of (a) and (b) above, so long as there is no Default or Event of Default existing shall be reasonably satisfactory to Xxxx (whose consent shall not be unreasonably withheld or delayed). Upon the acceptance of any appointment as Administrative Agent 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, Agent and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documentsthis Agreement. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent. If no successor to the Administrative Agent has accepted appointment as Administrative Agent by the thirtieth (30th) day following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Administrative Agent hereunder and under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for hereinabovethis Agreement.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Required Lenders. Upon any such notice of resignationresignation or removal, the Required Lenders will, with shall have the prior written consent of the Borrower (which consent right to appoint a successor Administrative Agent; provided that such appointment shall not be unreasonably withheld), appoint made from among the Lenders, if any of the Lenders a successor is willing to the Administrative Agent (provided that the Borrower’s consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing)accept such appointment. If no successor to the Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such thirty-day periodthirty (30) days after the retiring Administrative Agent's giving of notice of resignation or the Required Xxxxxxx' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and after consulting with the Lenders and the BorrowerLenders, appoint a successor Administrative Agent from among the LendersAgent. 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, Agent and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder in its capacity as Administrative Agent under this Agreement. The retiring Administrative Agent and under the other Credit Documentssuccessor Administrative Agent shall divide pro-rata among themselves any agency fees paid to either of them to the extent such fees cover a time period during which both acted as Administrative Agent hereunder. After Xxxxx any retiring Administrative Agent’s 's resignation as Administrative Agentor removal hereunder, the provisions of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative AgentAgent under this Agreement. If no successor to The provisions of this Section 9 shall be inapplicable as long as the Administrative Agent has accepted appointment as Administrative Agent by (or an Affiliate thereof) is the thirtieth (30th) day following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Administrative Agent hereunder and sole Lender under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for hereinabovethis Agreement.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time as Administrative Agent under the Credit Documents by giving thirty (30) days’ prior written notice thereof to the Borrower Lenders and the LendersBorrower. Upon any such notice of resignation, the Required Lenders willshall have the right to appoint a successor Administrative Agent which appointment shall, with provided no Event of Default exists, be subject to the prior written consent of the Borrower (Borrower’s approval, which consent approval shall not be unreasonably withheld)withheld or delayed (except that the Borrower shall, appoint from among the Lenders in all events, be deemed to have approved each Lender and any of its Affiliates as a successor to the Administrative Agent (provided that the Borrower’s consent shall not be required in the event a Default or Event of Default shall have occurred and be continuingAgent). If no successor Administrative Agent shall have been so appointed in accordance with the immediately preceding sentence, and shall have accepted such appointment, within 30 days after the current Administrative Agent’s giving of notice of resignation, then the current Administrative Agent may, on behalf of the Lenders and the Issuing Lenders, appoint a successor Administrative Agent, which shall be a Lender, if any Lender shall be willing to serve, and otherwise shall be an Eligible Assignee; provided that if the Administrative Agent shall notify the Borrower and the Lenders that no Lender or Eligible Assignee has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made to each Lender and the applicable Issuing Lenders directly, until such time as a successor Administrative Agent has been appointed as provided for above in this Section; provided, further that such Lenders and the Issuing Lenders so acting directly shall be and be deemed to be protected by all indemnities and other provisions herein for the benefit and protection of the Administrative Agent as if each such Lender or Issuing Lender were itself the Administrative Agent. (b) If the Lender serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by Applicable Law, by notice in writing to the Borrower and such Person, remove such Lender as Administrative Agent. Upon any such removal, the Required Lenders shall have the right to appoint a successor Administrative Agent which appointment shall, provided no 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 Titled Agent (as defined in Section 8.9) and any of its Affiliates as a successor Administrative Agent). If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days of notice of such thirty-removal (or such earlier day periodas shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the retiring Removal Effective Date and (1) the current Administrative Agent mayshall be discharged from its duties and obligations hereunder and under the other Credit Documents, on behalf and at the request of Hyatt, shall deliver to Hyatt a copy of the Lenders Register and after consulting with (2) all payments, communications and determinations provided to be made by, to or through the Lenders current Administrative Agent shall instead be made to each Lender and the Borrowerapplicable Issuing Lenders directly, appoint until such time as a successor Administrative Agent from among has been appointed as provided for above in this Section; provided, further that such Lenders and the Lenders. Issuing Lenders so acting directly shall be and be deemed to be protected by all indemnities and other provisions herein for the benefit and protection of the Administrative Agent as if each such Lender or Issuing Lender were itself the Administrative Agent. (c) Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative AgentAgent as set forth in clause (a) or (b) above, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring current Administrative Agent, and unless previously discharged in accordance with clause (a) or (b) above, the retiring current Administrative Agent shall be discharged from its duties and obligations under the Credit Documents. Any resignation or removal by an Administrative Agent shall also constitute the resignation or removal as an Issuing Lender by the Lender then acting as Administrative Agent (the “Resigning/Removed Lender”). Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (i) the Resigning/Removed Lender shall be discharged from all duties and obligations of an Issuing Lender hereunder and under the other Credit DocumentsDocuments and (ii) one or more of the other Issuing Lenders shall issue letters of credit in substitution for all Letters of Credit issued by the Resigning/Removed Lender as Issuing Lender outstanding at the time of such succession (which letters of credit issued in substitutions shall be deemed to be Letters of Credit issued hereunder) or, only in the case of the resignation of the Administrative Agent as provide in clause (a) above, make other arrangements satisfactory to the Resigning/Removed Lender to effectively assume the obligations of the Resigning/Removed Lender with respect to such Letters of Credit. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article Section 8 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative AgentAgent under the Credit Documents. If no successor Notwithstanding anything contained herein to the contrary, the Administrative Agent has accepted appointment as Administrative Agent by the thirtieth (30th) day following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, may assign its rights and the Lenders shall thereafter perform all of the duties of the Administrative Agent hereunder and under the other Credit Documents until such time, if any, as to any of its Affiliates by giving the Required Lenders appoint a successor Administrative Agent as provided for hereinaboveBorrower and each Lender prior written notice.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving thirty (30) as Administrative Agent upon 10 days’ prior written notice to the Borrower Lenders. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the Lenders. Upon any such notice of resignationother Loan Documents, then the Required Majority Lenders will, with the prior written consent of the Borrower (which consent shall not be unreasonably withheld), appoint from among the Lenders a successor agent for the Lenders, which successor agent (provided that it shall have been approved by the Borrower), shall succeed to the rights, powers and duties of the Administrative Agent hereunder. Upon the earlier of (provided that i) the Borrower’s consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing). If no successor to 10 day period following the Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within such thirty-day period, then the retiring Administrative Agent may, on behalf Agent’s notice of resignation to the Lenders and after consulting with the Lenders and the Borrower, appoint a successor Administrative Agent from among the Lenders. Upon (ii) the acceptance of any a successor’s appointment as Administrative Agent by a successor Administrative Agenthereunder, such successor Administrative Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder and or under the other Credit DocumentsLoan Documents (if not already discharged therefrom as provided above in this Section). The term “Administrative Agent” shall mean such successor agent, 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. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Article Section 11 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative AgentAgent under this Agreement and the other Loan Documents. If no successor to the Any resignation by JPMorgan as Administrative Agent has accepted pursuant to this section shall also constitute its resignation as Issuing Lender and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent by the thirtieth hereunder, (30tha) day following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation such successor shall nevertheless thereupon succeed to and become effective, and the Lenders shall thereafter perform vested with all of the rights, powers, privileges and duties of the Administrative Agent retiring Issuing Lender and Swingline Lender, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder and or under the other Credit Documents until such timeLoan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, as outstanding at the Required Lenders appoint a successor Administrative Agent as provided for hereinabovetime of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit.