Common use of Successor Administrative Agent Clause in Contracts

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 10 days' notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term "Administrative Agent" shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent's rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent's resignation as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. Co-Documentation Agents and Co-Syndication Agents. None of the Co-Documentation Agents or the Co-Syndication Agents shall have any duties or responsibilities hereunder in its capacity as such. MISCELLANEOUS

Successor Administrative Agent. The Subject to this Section 10.9, the Administrative Agent may resign as Administrative Agent upon 10 180 days' ’ notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a9(a) or Section 8(f9(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term "“Administrative Agent" ” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent's ’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 180 days following a retiring Administrative Agent's ’s notice of resignation, the retiring Administrative Agent's ’s resignation shall nevertheless thereupon become effectiveeffective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above; provided, however, that the Administrative Agent may resign upon 30 days’ notice to the Lenders and the Borrower in the event that such resignation is upon the request or demand of any Governmental Authority or in response to any order of any court or other Governmental Authority or as may otherwise be required pursuant to any Requirement of Law, and in such case if no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following the retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent's ’s resignation as Administrative Agent, the provisions of this Section 9 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. Co-Documentation Agents and Co-Syndication Agents. None of the Co-Documentation Agents or the Co-Syndication Agents shall have any duties or responsibilities hereunder in its capacity as such. MISCELLANEOUS.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 10 30 days' notice to the Lenders Lenders; provided that any such resignation by Bank of America shall also constitute its resignation as L/C Issuer and the BorrowerSwing Line Lender. If the Administrative Agent shall resign as Administrative Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, which successor administrative agent shall (unless be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 8(a) or Section 8(f) with respect to (which consent of the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, whereupon the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, the Person acting as such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, L/C Issuer and Swing Line Lender and the term respective terms "Administrative Agent," "L/C Issuer" and "Swing Line Lender" shall mean such successor agent effective upon such appointment administrative agent, Letter of Credit issuer and approvalswing line lender, and the former retiring Administrative Agent's appointment, powers and duties as Administrative Agent shall be terminated and the retiring L/C Issuer's and Swing Line Lender's rights, powers and duties as Administrative Agent such shall be terminated, without any other or further act or deed on the part of such former retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation of the successor L/C Issuer to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, the provisions of this Article IX and Sections 10.04 and 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent or any of the parties to under this Agreement or any holders of the LoansAgreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date that which is 10 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 assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent's resignation as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. Co-Documentation Agents and Co-Syndication Agents. None of the Co-Documentation Agents or the Co-Syndication Agents shall have any duties or responsibilities hereunder in its capacity as such. MISCELLANEOUS.

Successor Administrative Agent. The Administrative Agent may may, and at the request of the Required Banks shall, resign as Administrative Agent upon 10 30 days' notice to the Lenders and the BorrowerBanks. If the Administrative Agent shall resign as Administrative Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among the Lenders a successor agent for the LendersBanks shall, which successor agent shall with (unless an so long as no Event of Default under Section 8(aexists) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by consent of the Borrower Company (which approval shall not be unreasonably withheld or delayed), whereupon appoint from among the Banks a successor agent for the Banks. If no successor 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 Company, a successor agent from among the Banks. Upon the acceptance of its appointment as successor agent hereunder, such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, Agent and the term "Administrative Agent" shall mean such successor agent effective upon such appointment and approvalagent, and the former retiring Administrative Agent's rightsappointment, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, the provisions of this Section 9 13 and Sections 14.6 and 14.13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement Agreement. If no successor agent has accepted appointment as Administrative Agent by the 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 and the other Loan Documents. Co-Documentation Agents and Co-Syndication Agents. None Banks shall perform all of the Co-Documentation Agents or duties of the Co-Syndication Agents Administrative Agent hereunder until such time, if any, as the Required Banks appoint a successor agent as provided for above. Notwithstanding the foregoing, however, Bank of America may not be removed as the Administrative Agent at the request of the Required Banks unless Bank of America shall have any duties or responsibilities also simultaneously be replaced as an "Issuing Bank" and the "Swing Line Bank" hereunder pursuant to documentation in its capacity as such. MISCELLANEOUSform and substance reasonably satisfactory to Bank of America.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 10 30 days' ’ notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a8.01(a), Section 8.01(b) or Section 8(f8.01(i) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term "“Administrative Agent" ” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent's ’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 30 days following a retiring Administrative Agent's ’s notice of resignation, the retiring Administrative Agent's ’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent's ’s resignation as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. CoAfter the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section and Sections 10.03 and 10.13 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-Documentation Agents agents and Co-Syndication Agents. None their respective Related Parties in respect of any actions taken or omitted to be taken by any of them (i) while the Co-Documentation Agents retiring Administrative Agent was acting as Administrative Agent and (ii) after such resignation for as long as any of them continues to act in any capacity hereunder or under the Co-Syndication Agents shall have other Loan Documents, including in respect of any duties or responsibilities hereunder actions taken in its capacity as such. MISCELLANEOUSconnection with transferring the agency to any successor Administrative Agent.

Successor Administrative Agent. The Administrative Agent may may, and at the request of the Required Lenders shall, resign as Administrative Agent upon 10 30 days' notice to the Lenders and the BorrowerLenders. If the Administrative Agent shall resign as Administrative Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, the appointment of which successor administrative agent shall (unless be subject to the consent of the Borrower at all times other than during the existence of an Event of Default under Section 8(a) or Section 8(f) with respect to (which consent of the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, whereupon the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, Agent and the term "Administrative Agent" shall mean such successor administrative agent effective upon such appointment and approval, and the former retiring Administrative Agent's rightsappointment, powers and duties as Administrative Agent shall be terminated. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, without the provisions of this Article IX and Sections 10.03 and 10.13 shall inure to its benefit as to any other actions taken or further act or deed on the part of such former omitted to be taken by it while it was Administrative Agent or any of the parties to under this Agreement or any holders of the LoansAgreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date that which is 10 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 assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After Notwithstanding the foregoing, however, if, at any retiring time, the Administrative Agent and the L/C Issuer shall be the same Person or Affiliates, such Administrative Agent may not be removed as Administrative Agent at the request of the Required Lenders unless such Administrative Agent shall also simultaneously be replaced and fully released as "L/C Issuer" hereunder pursuant to documentation in form and substance reasonably satisfactory to such Administrative Agent's resignation as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. Co-Documentation Agents and Co-Syndication Agents. None of the Co-Documentation Agents or the Co-Syndication Agents shall have any duties or responsibilities hereunder in its capacity as such. MISCELLANEOUS.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 10 30 days' ’ notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a7.01(b), (c), (h) or Section 8(f(i) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term "“Administrative Agent" ” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent's ’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 30 days following a retiring Administrative Agent's ’s notice of resignation, the retiring Administrative Agent's ’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent's ’s resignation as Administrative Agent, the provisions of this Section 9 Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. Co-Documentation Agents Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor and Co-Syndication Agents. None upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to (a) continue the perfection of the Co-Documentation Agents Liens granted or purported to be granted by the Co-Syndication Agents Security Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfied, the Administrative Agent shall have any thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent, and the retiring or responsibilities hereunder in removed Administrative Agent shall be discharged from its capacity as such. MISCELLANEOUSduties and obligations under the Loan Documents.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 10 days' notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term "Administrative Agent" shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent's rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. The Syndication Agent may, at any time, by notice to the Lenders and the Administrative Agent, resign as Syndication Agent hereunder, whereupon the duties, rights, obligations and responsibilities of the Syndication Agent hereunder shall automatically be assumed by, and inure to the benefit of, the Administrative Agent, without any further act by the Syndication Agent, the Administrative Agent or any Lender. After any retiring Administrative Agent's resignation as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. Co-Documentation Agents and Co-Syndication Agents. None of the Co-Documentation Agents or the Co-Syndication Agents shall have any duties or responsibilities hereunder in its capacity as such. MISCELLANEOUS.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 10 30 days' ’ notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders Lenders, agreeing to become a successor agent, a successor agent for the Lenders, which successor agent shall be approved by the Borrower (unless except that no such approval shall be required if an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have has occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayedis continuing at such time), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term "“Administrative Agent" ” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent's ’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 30 days following a retiring Administrative Agent's ’s sending of a notice of resignation, the retiring Administrative Agent's ’s resignation shall nevertheless thereupon become effectiveeffective on the 30th day following the sending of such notice (except that in the case of Collateral (if any) held by the Administrative Agent on behalf of the Lenders or any Issuing Lender under any of the Loan Documents, the retiring Administrative Agent, in its capacity as Collateral Agent, shall continue to hold such Collateral until such time as the successor Administrative Agent is appointed), and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent's ’s resignation as Administrative Agent, the provisions of this Section 9 Article IX and Article X shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. Co-Documentation Agents and Co-Syndication Agents. None of the Co-Documentation Agents or the Co-Syndication Agents shall have any duties or responsibilities hereunder in its capacity as such. MISCELLANEOUS.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 10 days' ’ notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a7(a) or Section 8(f7(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term "“Administrative Agent" ” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent's ’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent's ’s notice of resignation, the retiring Administrative Agent's ’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. The Syndication Agent may, at any time, by notice to the Lenders and the Administrative Agent, resign as Syndication Agent hereunder, whereupon the duties, rights, obligations and responsibilities of the Syndication Agent hereunder shall automatically be assumed by, and inure to the benefit of, the Administrative Agent, without any further act by the Syndication Agent, the Administrative Agent or any Lender. After any retiring Administrative Agent's ’s resignation as Administrative Agent, the provisions of this Section 9 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. Co-Documentation Agents and Co-Syndication Agents. None of the Co-Documentation Agents or the Co-Syndication Agents shall have any duties or responsibilities hereunder in its capacity as such. MISCELLANEOUS.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 10 days' ’ notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a9(a) or Section 8(f9(f) with respect to Holdings or the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term "“Administrative Agent" ” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent's ’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 ten 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 assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders and, if applicable, the Borrower appoint a successor agent as provided for above. Each of the Syndication Agent and each of the Co-Documentation Agents may, at any time, by notice to the Lenders and the Administrative Agent, resign as Syndication Agent or Co-Documentation Agent, as the case may be, hereunder, whereupon the duties, rights, obligations and responsibilities of the Syndication Agent or Co-Documentation Agent, as the case may be, hereunder shall automatically be assumed by, and inure to the benefit of, the Administrative Agent, without any further act by the Syndication Agent or Co-Documentation Agent, as the case may be, the Administrative Agent or any Lender. After any retiring Administrative Agent's ’s resignation as Administrative Agent, the provisions of this Article 10 and of Section 9 11.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. Co-Documentation Agents and Co-Syndication Agents. None of the Co-Documentation Agents or the Co-Syndication Agents shall have any duties or responsibilities hereunder in its capacity as such. MISCELLANEOUS.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 10 days' ’ notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a8.01(b), (c), (h) or Section 8(f(i) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld withheld, delayed or delayedconditioned), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term "“Administrative Agent" ” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent's ’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent's ’s notice of resignation, the retiring Administrative Agent's ’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent's ’s resignation as Administrative Agent, the provisions of this Section 9 9.09 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. Co-Documentation Agents Any releases, limitations on liability and Co-Syndication Agents. None other exculpatory provisions from time to time granted to or otherwise provided for the benefit of any successor or replacement Agent or any of its successors or assigns in such capacity shall, in addition to inuring to the Co-Documentation Agents benefit of such successor or replacement Agent, also inure to the Co-Syndication Agents shall have benefit of any duties or responsibilities hereunder in predecessor Agent, its capacity as such. MISCELLANEOUSSubagents (if any) and their respective Related Parties.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 10 30 days' ’ notice to the Lenders and the BorrowerLenders; provided that any such resignation by Bank of America shall also constitute its resignation as L/C Issuer. If the Administrative Agent shall resign as Administrative Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, Lenders which successor administrative agent shall (unless be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 8(a) or Section 8(f) with respect to (which consent of the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such . If no successor administrative agent shall succeed is appointed prior to the rights, powers and duties effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the term "Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, such Person acting as such successor administrative 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 effective upon such appointment and approvalLetter of Credit issuer, and the former retiring Administrative Agent's rights’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 former retiring L/C Issuer or any other Lender, other than the right of the retiring L/C Issuer to require the successor L/C Issuer to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article IX and Sections 10.04 and 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent or any of the parties to under this Agreement or any holders of the LoansAgreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date that which is 10 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 assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent's resignation as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. Co-Documentation Agents and Co-Syndication Agents. None of the Co-Documentation Agents or the Co-Syndication Agents shall have any duties or responsibilities hereunder in its capacity as such. MISCELLANEOUS.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 10 thirty (30) days' notice to the Lenders and the BorrowerLenders. If the Administrative Agent shall resign as Administrative Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, which successor administrative agent shall (unless be consented to by Borrower at all times other than during the existence of an Event of Default under Section 8(a) (which consent of Borrower shall not be unreasonably withheld or Section 8(f) with respect delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of Administrative Agent, Administrative Agent may appoint, after consulting with Lenders and with the consent of Borrower shall have occurred and be continuing) be subject to approval by at all times other than during the Borrower existence of an Event of Default (which approval consent of Borrower shall not be unreasonably withheld or delayed), whereupon a successor administrative agent from among Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, the Person acting as such successor administrative agent shall succeed to all the rights, powers powers, and duties of the retiring Administrative Agent, and the term "Administrative Agent" shall mean such successor agent effective upon such appointment and approvaladministrative agent, and the former retiring Administrative Agent's rightsappointment, powers powers, and duties as Administrative Agent shall be terminated, terminated without any other or further act or deed on the part of such former retiring Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for aboveother Lender. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, the provisions of this Section 9 SECTION 12 and SECTION 11.10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is thirty (30) days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the other Loan Documents. Co-Documentation Agents and Co-Syndication Agents. None Lenders shall perform all of the Co-Documentation Agents or duties of Administrative Agent hereunder until such time, if any, as the Co-Syndication Agents shall have any duties or responsibilities hereunder in its capacity Required Lenders appoint a successor agent as such. MISCELLANEOUSprovided for above.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent and Collateral Agent upon 10 days' ’ notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent and Collateral Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a8.01(b), (c), (h) or Section 8(f(i) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld withheld, delayed or delayedconditioned), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent and Collateral Agent, and the term "terms “Administrative Agent" ” and “Collateral Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent's ’s rights, powers and duties as Administrative an Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent and Collateral Agent by the date that is 10 days following a retiring Administrative Agent's ’s notice of resignation, the retiring Administrative Agent's ’s and Collateral Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent and Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent's ’s resignation as Administrative an Agent, the provisions of this Article 9 (including this Section 9 9.09) shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative an Agent under this Agreement and the other Loan Documents. Co-Documentation Agents Any releases, limitations on liability and Co-Syndication Agents. None other exculpatory provisions from time to time granted to or otherwise provided for the benefit of any successor or replacement Agent or any of its successors or assigns in such capacity shall, in addition to inuring to the Co-Documentation Agents benefit of such successor or replacement Agent, also inure to the Co-Syndication Agents shall have benefit of any duties or responsibilities hereunder in predecessor Agent, its capacity as such. MISCELLANEOUSSubagents (if any) and their respective Related Parties.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 10 days' ’ notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term "“Administrative Agent" ” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent's ’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent's ’s notice of resignation, the retiring Administrative Agent's ’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent's ’s resignation as Administrative Agent, the provisions of this Section 9 and of Section 11.5 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was benefit. If the Administrative Agent resigns under this Agreement Section 9.9, then the Administrative Agent shall also resign as an Issuing Lender. Upon the appointment of a successor Administrative Agent hereunder, such successor or any other Issuing Lender appointed pursuant to the terms hereunder shall (i) succeed to all of the rights, powers, privileges and duties of the retiring Administrative Agent as the retiring Issuing Lender and the other retiring Administrative Agent shall be discharged from all of its respective duties and obligations as Issuing Lender under the Loan Documents. Co-Documentation Agents , and Co-Syndication Agents. None (ii) issue letters of credit in substitution for the Letters of Credit issued by the retiring Administrative Agent, if any, outstanding at the time of such succession or make other arrangement reasonably satisfactory to the retiring Administrative Agent to effectively assume the obligations of the Co-Documentation Agents or the Co-Syndication Agents shall have any duties or responsibilities hereunder in its capacity as such. MISCELLANEOUSretiring Administrative Agent with respect to such Letters of Credit.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 10 30 days' notice to the Lenders Lenders; provided that any such resignation by Bank of America shall also constitute its resignation as L/C Issuer and the BorrowerSwing Line Lender. If the Administrative Agent shall resign as Administrative Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, Lenders which successor administrative agent shall (unless be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 8(a) or Section 8(f) with respect to (which consent of the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, whereupon the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, the Person acting as such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, L/C Issuer and Swing Line Lender and the term respective terms "Administrative Agent," "L/C Issuer" and "Swing Line Lender" shall mean such successor agent effective upon such appointment administrative agent, Letter of Credit issuer and approvalswing line lender, and the former retiring Administrative Agent's appointment, powers and duties as Administrative Agent shall be terminated and the retiring L/C Issuer's and Swing Line Lender's rights, powers and duties as Administrative Agent such shall be terminated, without any other or further act or deed on the part of such former 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. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, the provisions of this Article IX and Sections 10.04 and 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent or any of the parties to under this Agreement or any holders of the LoansAgreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date that which is 10 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 assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent's resignation as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. Co-Documentation Agents and Co-Syndication Agents. None of the Co-Documentation Agents or the Co-Syndication Agents shall have any duties or responsibilities hereunder in its capacity as such. MISCELLANEOUS.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 10 days' ’ notice to the Lenders and the BorrowerParent. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a8.1(a) or Section 8(f8.1(f) with respect to the any Borrower shall have occurred and be continuing) be subject to approval by the Borrower Parent (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term "“Administrative Agent" ” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent's ’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 LoansLoans (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed). In no event shall any successor Administrative Agent be a Defaulting Lender or Disqualified Institution. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent's ’s notice of resignation, the retiring Administrative Agent's ’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After Notwithstanding anything to the contrary contained herein, after any retiring Administrative Agent's ’s resignation as Administrative Agent, the provisions of this Section 9 and Section 10.5 shall continue to inure to its (and its Related Parties’) benefit as to in respect of any actions taken or omitted to be taken by it (i) while it was the retiring Administrative Agent was acting as Administrative Agent and (ii) after such resignation for as long as any of them continues to act in any capacity hereunder or under this Agreement and the other Loan Documents. Co-Documentation Agents and Co-Syndication Agents. None , including (A) acting as collateral agent or otherwise holding any collateral security on behalf of any of the Co-Documentation Agents or Lenders and (B) in respect of any actions taken in connection with transferring the Co-Syndication Agents shall have agency to any duties or responsibilities hereunder in its capacity as such. MISCELLANEOUSsuccessor Administrative Agent.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 10 days' notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval approved by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term "Administrative Agent" shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent's rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 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 assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. The Syndication Agent may, at any time, by notice to the Lenders and the Administrative Agent, resign as Syndication Agent hereunder, whereupon the duties, rights, obligations and responsibilities hereunder shall automatically be assumed by, and inure to the benefit of, the Administrative Agent, without any further act by the Syndication Agent, the Administrative Agent or any Lender. After any retiring Administrative Agent's resignation as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. Co-Documentation Agents and Co-Syndication Agents. None of the Co-Documentation Agents or the Co-Syndication Agents shall have any duties or responsibilities hereunder in its capacity as such. MISCELLANEOUS.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 10 30 days' notice to the Lenders Lenders; provided that any such resignation by Bank of America shall also constitute its resignation as L/C Issuer and the BorrowerSwing Line Lender. If the Administrative Agent shall resign as Administrative Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, Lenders which successor administrative agent shall (unless be consented to by the Company at all times other than during the existence of an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval consent of the Company shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, whereupon the Administrative Agent may appoint, after consulting with the Lenders and the Company, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, the Person acting as such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, L/C Issuer and Swing Line Lender and the term respective terms "Administrative Agent," "L/C Issuer" and "Swing Line Lender" shall mean such successor agent effective upon such appointment administrative agent, Letter of Credit issuer and approvalswing line lender, and the former retiring Administrative Agent's appointment, powers and duties as Administrative Agent shall be terminated and the retiring L/C Issuer's and Swing Line Lender's rights, powers and duties as Administrative Agent such shall be terminated, without any other or further act or deed on the part of such former retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation of the successor L/C Issuer to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, the provisions of this Article IX and Sections 10.4 and 10.5 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent or any of the parties to under this Agreement or any holders of the LoansAgreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date that which is 10 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 assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent's resignation as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. Co-Documentation Agents and Co-Syndication Agents. None of the Co-Documentation Agents or the Co-Syndication Agents shall have any duties or responsibilities hereunder in its capacity as such. MISCELLANEOUS.

Successor Administrative Agent. The So long as no Event of Default has occurred and is continuing, the Administrative Agent, the Borrower and a successor agent who is a Revolving Lender may, in their sole discretion at any time, agree that such successor agent shall replace the outgoing administrative Agent as Administrative Agent hereunder and under the other Loan Documents. In addition, the Administrative Agent may in its sole discretion resign as Administrative Agent at any time upon 10 30 days' ’ notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f8(g) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such . Any successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term "“Administrative Agent" ” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent's ’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 30 days following a retiring Administrative Agent's ’s notice of resignation, the retiring Administrative Agent's ’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders Xxxxxxx appoint a successor agent as provided for aboveabove (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Issuing Lender under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed). After any retiring Administrative Agent's ’s resignation as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. Co-Documentation Agents Any resignation by the Administrative Agent pursuant to this Section shall also constitute its resignation as Xxxxxxx Xxxxxx and Co-Syndication AgentsSwingline Lender. None Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (i) such successor shall succeed to and become vested with all of the Co-Documentation Agents rights, powers, privileges and duties of the retiring Xxxxxxx Xxxxxx and Swingline Lender, (ii) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the Co-Syndication Agents other Loan Documents, and (iii) the successor Xxxxxxx Xxxxxx shall have any duties issue new letters of credit either (x) in substitution for the Letters of Credit issued by the retiring Issuing Lender or responsibilities hereunder (y) to backstop such Letters of Credit, in its capacity each case, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit. Any Issuing Xxxxxx that is not the Administrative Agent may resign as such. MISCELLANEOUSan Xxxxxxx Xxxxxx as separately agreed in writing between such Issuing Xxxxxx and the Borrower.

Successor Administrative Agent. The So long as no Event of Default has occurred and is continuing, the Administrative Agent, the Borrower and a successor agent who is a Revolving Lender may, in their sole discretion at any time, agree that such successor agent shall replace the outgoing administrative Agent as Administrative Agent hereunder and under the other Loan Documents. In addition, the Administrative Agent may in its sole discretion resign as Administrative Agent at any time upon 10 30 days' notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f8(g) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such . Any successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term "“Administrative Agent" ” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent's rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 30 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for aboveabove (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Issuing Lender under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed). After any retiring Administrative Agent's resignation as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. Co-Documentation Agents The Person acting as Administrative Agent hereunder shall at all times constitute the “First Lien Representative” as defined in and Co-Syndication Agents. None for purposes of the Co-Documentation Agents Senior Notes Intercreditor Agreement and the Holdings Intercreditor Agreement. Any resignation by the Administrative Agent 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 hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, (ii) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the Co-Syndication Agents other Loan Documents, and (iii) the successor Issuing Lender shall have any duties issue new letters of credit either (x) in substitution for the Letters of Credit issued by the retiring Issuing Lender or responsibilities hereunder (y) to backstop such Letters of Credit, in its capacity as such. MISCELLANEOUSeach case, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit.

Successor Administrative Agent. The So long as no Event of Default has occurred and is continuing, the Administrative Agent, the Borrower and a successor agent who is a Revolving Lender may, in their sole discretion at any time, agree that such successor agent shall replace the outgoing administrative Agent as Administrative Agent hereunder and under the other Loan Documents. In addition, the Administrative Agent may in its sole discretion resign as Administrative Agent at any time upon 10 30 days' ’ notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f8(g) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such . Any successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term "“Administrative Agent" ” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent's ’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 30 days following a retiring Administrative Agent's ’s notice of resignation, the retiring Administrative Agent's ’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for aboveabove (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Issuing Lender under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed). After any retiring Administrative Agent's ’s resignation as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. Co-Documentation Agents The Person acting as Administrative Agent hereunder shall at all times constitute the “First Lien Representative” as defined in and Co-Syndication Agents. None for purposes of the Co-Documentation Agents Senior Notes Intercreditor Agreement and the Holdings Intercreditor Agreement. Any resignation by the Administrative Agent 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 hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, (ii) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the Co-Syndication Agents other Loan Documents, and (iii) the successor Issuing Lender shall have any duties issue new letters of credit either (x) in substitution for the Letters of Credit issued by the retiring Issuing Lender or responsibilities hereunder (y) to backstop such Letters of Credit, in its capacity each case, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit. Any Issuing Lender that is not the Administrative Agent may resign as such. MISCELLANEOUSan Issuing Lender as separately agreed in writing between such Issuing Lender and the Borrower.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 10 days' ’ notice to the Lenders and the BorrowerCedar Fair LP. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders Secured Parties a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a9(a) or Section 8(f9(f) with respect to the either Borrower shall have occurred and be continuing) be subject to approval by the Borrower Cedar Fair LP (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term "“Administrative Agent" ” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent's ’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 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 assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. The Syndication Agent may, at any time, by notice to the Lenders and the Administrative Agent, resign as Syndication Agent hereunder, whereupon the duties, rights, obligations and responsibilities of the Syndication Agent hereunder shall automatically be assumed by, and inure to the benefit of, the Administrative Agent (or, if there is no Administrative Agent at such time, to the Lenders as contemplated by the preceding sentence), without any further act by the Syndication Agent, the Administrative Agent or any Lender. After any retiring Administrative Agent's ’s (or Syndication Agent’s) resignation as Administrative Agent (or Syndication Agent), the provisions of this Section 9 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent (or Syndication Agent) under this Agreement and the other Loan Documents. Co-Documentation Agents and Co-Syndication Agents. None of the Co-Documentation Agents or the Co-Syndication Agents shall have any duties or responsibilities hereunder in its capacity as such. MISCELLANEOUS.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 10 days' agent hereunder by giving not fewer than thirty (30) days prior written notice to the Lenders Borrower and the BorrowerLenders. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan DocumentsAgreement, then either (a) the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall Lenders (unless with the consent of the Borrower so long as an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred does not exist and be continuing) be subject to approval by the Borrower (which approval consent shall not be unreasonably withheld or delayedwithheld), whereupon such or (b) if a successor agent shall succeed to not be so appointed and approved within the rights, powers and duties of thirty (30) day period following the Administrative Agent’s notice to the Lenders of its resignation, and then the term "Administrative Agent" shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent's rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on appoint a successor agent that shall serve as agent until such time as the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the LoansRequired Xxxxxxx appoint a successor agent. If no successor agent has accepted appointment as the Administrative Agent by the date that is 10 thirty (30) days following a retiring Administrative Agent's ’s notice of resignation, the retiring Administrative Agent's ’s resignation shall nevertheless thereupon become effectiveeffective (except that in the case of any collateral security held by Administrative Agent on behalf of any Lender under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed), and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders Xxxxxxx appoint a successor agent as provided for aboveabove . Upon its appointment, such successor agent shall succeed to the rights, powers and duties as agent, and the term “Administrative Agent” means such successor effective upon its appointment, and the former agent’s rights, powers and duties as agent shall be terminated without any other or further act or deed on the part of such former agent or any of the parties to this Agreement. After any retiring Administrative Agent's ’s resignation as the Administrative Agent, the provisions of this Section 9 Article X shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under this Agreement and the other Loan Documents. Co-Documentation Agents and Co-Syndication Agents. None of the Co-Documentation Agents or the Co-Syndication Agents shall have any duties or responsibilities hereunder in its capacity as such. MISCELLANEOUS.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 10 30 days' ’ notice to the Lenders and the BorrowerBorrowers. If the Administrative Agent shall resign as Administrative Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, which successor administrative agent shall (unless be consented to by the Borrowers at all times other than during the existence of an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval consent of the Borrowers 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, whereupon the Administrative Agent may appoint, after consulting with the Lenders and the Borrowers, a successor administrative agent from among the Lenders, provided that in no event shall any successor administrative agent be a Defaulting Lender. Upon the acceptance of its appointment as successor administrative agent hereunder, the Person acting as such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, and the term "“Administrative Agent" ” shall mean such successor administrative agent effective upon such appointment and approval, and the former retiring Administrative Agent's rights’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 terminated, terminated without any other or further act or deed on the part of such former retiring Administrative Agent or any other Lender. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article IX and Section 10.05 shall inure to the benefit of the parties Administrative Agent, its sub-agents and any Agent-Related Persons as to this Agreement any actions taken or omitted to be taken by them (i) while the retiring or removed Administrative Agent was acting as Administrative Agent and (ii) after such resignation or removal for as long as any holders of them continues to act in any capacity hereunder or under the other Loan Documents, including (a) acting as collateral agent or otherwise holding any collateral security on behalf of any of the LoansLenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent. If no successor administrative agent has accepted appointment as Administrative Agent by the date that which is 10 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 assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor administrative agent as provided for above. After any retiring Administrative Agent's resignation as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. Co-Documentation Agents and Co-Syndication Agents. None of the Co-Documentation Agents or the Co-Syndication Agents shall have any duties or responsibilities hereunder in its capacity as such. MISCELLANEOUS.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 10 days' ’ notice to the Lenders and the Borrower. If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and such Person remove such Person as Administrative Agent. If the Administrative Agent shall resign or be removed as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a7.1(a) or Section 8(f7.1(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term "“Administrative Agent" ” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent's ’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent's ’s notice of resignationresignation or its removal by the Required Lenders, as applicable, the retiring or removed Administrative Agent's ’s resignation or removal, as applicable, shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring or removed Administrative Agent's ’s resignation or removal as Administrative Agent, the provisions of this Section 9 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. Co-Documentation Agents and Co-Syndication Agents. None Without limiting the foregoing, none of the Co-Documentation Agents or the Co-Syndication Agents Lenders shall have or be deemed to have a fiduciary relationship with any duties other Lender. The Lenders are not partners or responsibilities hereunder co-venturers, and no Lender shall be liable for the acts or omissions of, or (except as otherwise set forth herein in its capacity as such. MISCELLANEOUScase of the Administrative Agent) authorized to act for, any other Lender.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 10 days' notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a7(a) or Section 8(f7(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term "Administrative Agent" shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent's rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent's resignation as Administrative Agent, the provisions of this Section 9 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. Co-Documentation Agents and Co-Syndication Agents. None Upon the effectiveness of the Coretirement of the Administrative Agent, the retiring Administrative Agent may, at its option (i) transfer the management of the Credit-Documentation Agents Linked Account to the successor Administrative Agent or (ii) close the CoCredit-Syndication Agents Linked Account upon the establishment of a new Credit-Linked Account with the successor Administrative Agent (and the successor Administrative Agent shall have any duties or responsibilities hereunder establish such new account) and transfer all amounts on deposit in its capacity as such. MISCELLANEOUSthe Credit-Linked Account to such new account.

Successor Administrative Agent. The Administrative Agent may resign as the Administrative Agent upon 10 30 days' ’ notice to the Lenders and the BorrowerBorrowers; provided that any resignation by Xxxxx Fargo Bank of its role as Administrative Agent shall also constitute its resignation as L/C Issuer. If the Administrative Agent shall resign as Administrative Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among the Lenders a successor agent for the LendersAdministrative Agent, which successor agent shall (unless be consented to by the Company at all times other than during the existence of an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval consent of the Company shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent, whereupon the Administrative Agent may appoint, after consulting with the Lenders and the Company, a successor from among the Lenders. Upon the acceptance of its appointment as a successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative AgentAgent and the L/C Issuer, and the term "retiring Administrative Agent" shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent's rights’s appointment, powers and duties as an “Administrative Agent Agent” and as the “L/C Issuer” shall be terminated, without any other or further act or deed on the part of such former retiring Administrative Agent or any other Lender, other than the obligation of the parties successor L/C Issuer to this Agreement issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or any holders to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the Loansretiring L/C Issuer with respect to such Letters of Credit. If no successor agent Person has accepted appointment as Administrative Agent successor agent by the date that which is 10 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 assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring the appointment of a successor agent, the terms “Administrative Agent's resignation ” and “L/C Issuer”, as Administrative Agentapplicable, the provisions shall mean such successor agent and Letter of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. Co-Documentation Agents and Co-Syndication Agents. None of the Co-Documentation Agents or the Co-Syndication Agents shall have any duties or responsibilities hereunder in its capacity as such. MISCELLANEOUSCredit issuer.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 10 30 days' notice to the Lenders and the BorrowerLenders; provided that any such resignation by Bank of America shall also constitute its resignation as L/C Issuer. If the Administrative Agent shall resign as Administrative Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, which successor administrative agent shall (unless be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 8(a) or Section 8(f) with respect to (which consent of the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, whereupon the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, the Person acting as such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, Agent and L/C Issuer and the term respective terms "Administrative Agent" and "L/C Issuer" shall mean such successor administrative agent effective upon such appointment and approvalLetter of Credit issuer, and the former 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 Administrative Agent such shall be terminated, without any other or further act or deed on the part of such former 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 of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, the provisions of this Article IX and Sections 10.04 and 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent or any of the parties to under this Agreement or any holders of the LoansAgreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date that which is 10 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 assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent's resignation as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. Co-Documentation Agents and Co-Syndication Agents. None of the Co-Documentation Agents or the Co-Syndication Agents shall have any duties or responsibilities hereunder in its capacity as such. MISCELLANEOUS.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 10 days' ’ notice to the Lenders and the BorrowerCedar Fair LP. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders Secured Parties a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a9(a) or Section 8(f9(f) with respect to the any Borrower shall have occurred and be continuing) be subject to approval by the Borrower Cedar Fair LP (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term "“Administrative Agent" ” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent's ’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 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 assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Any Co-Syndication Agent may, at any time, by notice to the Lenders and the Administrative Agent, resign as Co-Syndication Agent hereunder, whereupon the duties, rights, obligations and responsibilities of the Co-Syndication Agent hereunder shall automatically be assumed by, and inure to the benefit of, the remaining Co-Syndication Agents or if there are no remaining Co-Syndication Agents, the Administrative Agent (or, if there is no Administrative Agent at such time, to the Lenders as contemplated by the preceding sentence), without any further act by such Co-Syndication Agent, the Administrative Agent or any Lender. After any retiring Administrative Agent's ’s (or Co-Syndication Agent’s) resignation as Administrative Agent (or Co-Syndication Agent), the provisions of this Section 9 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent (or Co-Syndication Agent) under this Agreement and the other Loan Documents. Co-Documentation Agents and Co-Syndication Agents. None of the Co-Documentation Agents or the Co-Syndication Agents shall have any duties or responsibilities hereunder in its capacity as such. MISCELLANEOUS.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 10 30 days' ’ notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a9(a) or Section 8(f9(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term "“Administrative Agent" ” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent's ’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 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 assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. The Syndication Agent may, at any time, by notice to the Lenders and the Administrative Agent, resign as Syndication Agent hereunder, whereupon the duties, rights, obligations and responsibilities of the Syndication Agent hereunder shall automatically be assumed by, and inure to the benefit of, the Administrative Agent, without any further act by the Syndication Agent, the Administrative Agent or any Lender. After any retiring Administrative Agent's ’s resignation as Administrative Agent, the provisions of this Section 9 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. Co-Documentation Agents and Co-Syndication Agents. None of the Co-Documentation Agents or the Co-Syndication Agents shall have any duties or responsibilities hereunder in its capacity as such. MISCELLANEOUS.

Successor Administrative Agent. The Administrative Agent may may, and at the request of Requisite Lenders shall, resign as Administrative Agent upon 10 30 days' notice to the Lenders and the BorrowerLenders. If the Administrative Agent shall resign as Administrative Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Requisite Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, Lenders which successor administrative agent shall be approved by Borrower. If no successor administrative agent is appointed prior to the effective date of the resignation of Administrative Agent, Administrative Agent may appoint, after consulting with Lenders and Borrower and upon approval of Borrower (unless other than at any time as there exists an Event of Default under Section 8(aDefault) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall will not be unreasonably withheld or delayed)withheld, whereupon a successor administrative agent from among Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, Agent and the term "Administrative Agent" shall mean such successor administrative agent effective upon such appointment and approval, and the former retiring Administrative Agent's rightsappointment, powers and duties as Administrative Agent shall be terminated. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, without the provisions of this Section 9 and Sections --------- -------- 10.03 and 10.11 shall inure to its benefit as to any other actions taken or further act or deed on the part of such former omitted to ----- ----- be taken by it while it was Administrative Agent or any of the parties to under this Agreement or any holders of the LoansAgreement. If no successor administrative agent has accepted appointment as Administrative Agent (whether due to absence of Borrower approval or otherwise) by the date that which is 10 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 assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Requisite Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent's resignation Notwithstanding the foregoing, however, Bank of America may not be removed as Administrative Agent, Agent at the provisions request of this Section 9 Requisite Lenders unless Bank of America shall inure also simultaneously be replaced as "Issuing Lender" hereunder pursuant to its benefit as documentation in form and substance reasonably satisfactory to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. Co-Documentation Agents and Co-Syndication Agents. None Bank of the Co-Documentation Agents or the Co-Syndication Agents shall have any duties or responsibilities hereunder in its capacity as such. MISCELLANEOUSAmerica.

Successor Administrative Agent. The Administrative Agent may resign as at any time by giving thirty days’ prior written notice thereof to Lenders and 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 resignation or any such removal, Requisite Lenders shall have the right to appoint a successor Administrative Agent, upon 10 days' five Business Days’ notice to the Lenders Company, and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower Company shall have occurred and be continuing) be subject the right to approval by the Borrower (which approval shall consent to such successor Administrative Agent, such consent not to be unreasonably withheld or delayed), whereupon . If no such successor agent shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 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, appoint a successor Administrative Agent meeting the qualifications set forth above; provided, that if the Administrative Agent shall notify Company and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by the Administrative Agent 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, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the retiring or removed Administrative Agent, Agent and the term "Administrative Agent" shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent's rights, powers and duties as retiring or removed Administrative Agent shall be terminated, without any other or further act or deed on the part of promptly (i) transfer to such former 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 any of appropriate in connection with the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all performance of the duties of the successor Administrative Agent hereunder until under the Credit Documents, and (ii) execute and deliver to such timesuccessor Administrative Agent such amendments to financing statements, if anyand take such other actions, as may be necessary or appropriate in connection with the Required Lenders appoint a assignment to such successor agent Administrative Agent of the security interests created under the Collateral Documents, whereupon such retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided for in the paragraph above). After any retiring or removed Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder. Any resignation or removal by GSCP as Administrative Agent pursuant to this Section 9.7 shall also constitute its resignation as Collateral Agent. Upon discharge of the Administrative Agent’s duties and obligations as set forth above, (a) the retiring or removed Collateral Agent shall be discharged from all of its respective duties and obligations hereunder or under this Agreement and the other Loan Credit Documents. Co-Documentation Agents , and Co-Syndication Agents. None (b) any such successor Collateral Agent shall succeed to and become vested with all of the Co-Documentation Agents rights, powers, privileges and duties of the retiring or the Co-Syndication Agents shall have any duties or responsibilities hereunder in its capacity as such. MISCELLANEOUSremoved Collateral Agent.

Successor Administrative Agent. (a) The Administrative ------------------------------ Agent may resign as the Administrative Agent upon 10 30 days' notice to the Lenders and the Borrowerappointment of a successor Administrative Agent as hereinafter set forth; provided that concurrently with such resignation the Administrative Agent -------- also resigns as the Administrative Agent for the Tranche B Agreement. If the Administrative Agent shall resign as the Administrative Agent under this Agreement and Agreement, the other Loan DocumentsDocuments and the Tranche B Agreement, then then, unless an Event of Default shall have occurred and be continuing (in which case, the Required Majority Lenders shall appoint a successor), the Borrower shall appoint from among the Lenders a successor agent Administrative Agent for the Lenders, which successor agent Administrative Agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval approved by the Borrower Majority Lenders (which approval shall not be unreasonably withheld withheld). If no successor Administrative Agent shall have been so appointed by the Borrower (or delayed)in the case of an Event of Default, whereupon by the Majority Lenders) and such successor agent Administrative Agent has not accepted such appointment within 30 days after such resignation, then the resigning Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which successor Administrative Agent hereunder shall be either a Lender or, if none of the Lenders is willing to serve as successor Administrative Agent, a major international bank having combined capital and surplus 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 succeed to the rights, powers and duties of the Administrative Agent, and the term "Administrative Agent" shall mean such successor agent Administrative Agent effective upon such appointment and approval, and the former Administrative Agent's rights, powers and duties as the Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent's resignation as the Administrative Agent, the provisions of this Section 9 10 shall inure to its benefit as to any actions taken or omitted ---------- to be taken by it while it was the Administrative Agent under this Agreement and the other Loan Documents. Co-Documentation Agents and Co-Syndication Agents. None of the Co-Documentation Agents or the Co-Syndication Agents shall have any duties or responsibilities hereunder in its capacity as such. MISCELLANEOUS.

Successor Administrative Agent. (a) The Administrative Agent may resign as Administrative Agent upon 10 30 days' notice to the Lenders and the BorrowerLenders. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent Administrative Agent for the Lenders, which successor agent Administrative Agent shall be approved by the Borrower (unless an a Default or Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and then be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent Administrative Agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term "Administrative Agent" shall mean such successor agent Administrative Agent effective upon such appointment and approval, and the former Administrative Agent's rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for aboveLoans or other Obligations. After any retiring Administrative Agent's resignation as Administrative Agent, the provisions of this Section 9 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. Co-Documentation Agents 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 retiring Administrative Agent's resignation shall nevertheless thereupon become effective and Co-Syndication Agents. None the Lenders shall perform all of the Co-Documentation Agents duties of such Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. (b) The Collateral Agent may, at any time, by notice to the Lenders and the Administrative Agent, resign as Collateral Agent hereunder, whereupon the duties, rights, obligations and responsibilities of the Collateral Agent hereunder shall automatically be assumed by, and inure to the benefit of, the Administrative Agent, without any further act by the Collateral Agent, the Administrative Agent or any Lender. (c) After any retiring Agent's resignation as Agent, the Co-Syndication Agents provisions of this Section 10 shall have inure to its benefit as to any duties actions taken or responsibilities hereunder in its capacity as such. MISCELLANEOUSomitted to be taken by it while it was Agent under this Agreement and the other Loan Documents.

Successor Administrative Agent. The Any successor Administrative Agent may resign appointed as provided in this Article IX shall execute, acknowledge and deliver to the Issuer, the Servicer, the Control Party and its predecessor Administrative Agent upon 10 days' notice to an instrument accepting such appointment under this Indenture, and thereupon the Lenders and resignation or removal of the Borrower. If the predecessor Administrative Agent shall resign become effective and such successor Administrative Agent, without any further act, deed or conveyance (except as provided below), shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Indenture, with like effect as if originally named as Administrative Agent; but, on request of the Issuer or the Servicer, or the successor Administrative Agent, such predecessor Administrative Agent under this Agreement shall, upon payment of its expenses then unpaid, execute and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless deliver an Event of Default under Section 8(a) or Section 8(f) with respect instrument transferring to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to Administrative Agent all of the rights, powers and duties trusts of the Administrative Agent so ceasing to act, and shall duly assign, transfer and deliver to such successor Administrative Agent all property and money held by such Administrative Agent so ceasing to act hereunder. Upon request of any such successor Administrative Agent, the Issuer shall execute any and the term "Administrative Agent" shall mean all instruments for more fully and certainly vesting in and confirming to such successor agent effective upon Administrative Agent all such appointment and approval, and the former Administrative Agent's rights, powers and trusts. The predecessor Administrative Agent shall deliver to the successor Administrative Agent all documents and statements held by it under this Indenture or any Transaction Document; and the predecessor Administrative Agent and the other parties to the Transaction Documents shall amend any Transaction Document to make the successor Administrative Agent the successor to the predecessor Administrative Agent thereunder; and the Servicer and the predecessor Administrative Agent shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Administrative Agent all such rights, powers, duties and obligations. No successor Administrative Agent shall accept its appointment as provided in this Section 9.09 unless at the time of such acceptance such successor Administrative Agent shall be terminatedeligible under the provisions of Section 9.10. Upon acceptance of appointment by a successor Administrative Agent as provided in this Section 9.09, without any other or further act or deed on the part Issuer shall mail notice by first-class mail of the appointment of the successor of such former Administrative Agent or any and the address of the parties successor Administrative Agent’s corporate trust office under this Indenture to this Agreement all Noteholders at their addresses as shown in the Note Register, or if no Note Register is required to be maintained with respect to any holders of Noteholder pursuant to Section 2.06(a), at such other address as shall be maintained for such Noteholder by the LoansNote Registrar. If no successor agent has accepted the Issuer fails to mail such notice within ten (10) days after acceptance of appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent's resignation as Administrative Agent, the provisions of this Section 9 successor Administrative Agent shall inure to its benefit as to any actions taken or omitted cause such notice to be taken by it while it was Administrative Agent under this Agreement and mailed at the other Loan Documents. Co-Documentation Agents and Co-Syndication Agents. None expense of the Co-Documentation Agents or the Co-Syndication Agents shall have any duties or responsibilities hereunder in its capacity as such. MISCELLANEOUSIssuer.

Successor Administrative Agent. The Administrative Agent Société Générale may resign as Administrative Agent upon 10 30 days' notice to the Lenders, the Security Agent and the Borrower and the Required Lenders may at any time remove the Administrative Agent without cause upon 30-days' notice in writing signed by the Required Lenders and delivered to the Administrative Agent, the Security Agent and the Borrower, such resignation or removal to be effective on the later of the date specified in such notice or the date on which a successor agent is appointed hereunder. If the Administrative Agent shall Société Générale should resign or be removed as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a8.1(a) or Section 8(f8.1(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term "Administrative Agent" shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent's rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 30 days following a retiring Administrative Agent's notice of resignationresignation or the Required Lenders' notice of removal, the retiring Administrative Agent's resignation or its removal, as the case may be, shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent's resignation or removal as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. Co-Documentation Agents and Co-Syndication Agents. None of the Co-Documentation Agents or the Co-Syndication Agents shall have any duties or responsibilities hereunder in its capacity as such. MISCELLANEOUS.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 10 30 days' ’ notice to the Lenders and the BorrowerLenders; provided that any such resignation of Bank of America shall also constitute its resignation as Swing Line Lender. If the Administrative Agent shall resign as Administrative Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, which successor administrative agent shall (unless be consented to by the Company at all times other than during the existence of an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval consent of the Company shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, whereupon the Administrative Agent may appoint, after consulting with the Lenders and the Company, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, the Person acting as such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and Swing Line Lender and the respective terms “Administrative Agent, ” and the term "Administrative Agent" “Swing Line Lender” shall mean such successor administrative agent effective upon such appointment and approval, swing line lender and the former retiring Administrative Agent's rights’s appointment, powers and duties as Administrative Agent shall be terminated and the retiring 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 former retiring Swing Line Lender or any other Lender. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article IX and Sections 10.04 and 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent or any of the parties to under this Agreement or any holders of the LoansAgreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date that which is 10 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 assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent's resignation as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. Co-Documentation Agents and Co-Syndication Agents. None of the Co-Documentation Agents or the Co-Syndication Agents shall have any duties or responsibilities hereunder in its capacity as such. MISCELLANEOUS.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 10 30 days' notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval approved by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term "Administrative Agent" shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent's rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 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 assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. The Syndication Agent may, at any time, by notice to the Lenders and the Administrative Agent, resign as Syndication Agent hereunder, whereupon the duties, rights, obligations and responsibilities hereunder shall automatically be assumed by, and inure to the benefit of, the Administrative Agent, without any further act by the Syndication Agent, the Administrative Agent or any Lender. After any retiring Administrative Agent's resignation as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. Co-Documentation Agents and Co-Syndication Agents. None of the Co-Documentation Agents or the Co-Syndication Agents shall have any duties or responsibilities hereunder in its capacity as such. MISCELLANEOUS.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 10 20 days' notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term "Administrative Agent" shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent's rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 20 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 assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent's resignation as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. Co-Documentation Agents and Co-Syndication Agents. None Upon the effectiveness of the Co-Documentation Agents retirement of any Administrative Agent, the retiring Administrative Agent may, at its option (i) transfer the management of all then existing Tranche B-1 Credit Linked Accounts to the successor Administrative Agent or (ii) close all such Tranche B-1 Credit Linked Accounts upon the Co-Syndication Agents establishment of new Tranche B-1 Credit Linked Accounts with the successor Administrative Agent (and the successor Administrative Agent shall have any duties or responsibilities hereunder establish such new accounts) and transfer all amounts on deposit in its capacity as such. MISCELLANEOUSsuch Tranche B-1 Credit Linked Accounts to such new accounts.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 10 days' ’ notice to the Lenders and the BorrowerLenders. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent (which shall be a bank) for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval approved by the Parent Borrower (which such approval shall not to be unreasonably withheld or delayedwithheld), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term "“Administrative Agent" ” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent's ’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent's ’s resignation as Administrative Agent, the provisions of this Section 9 subsection shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. Co-Documentation Agents After the resignation of any Administrative Agent pursuant to the preceding provisions of this subsection 10.10, such resigning Administrative Agent (x) shall not be required to act as Issuing Lender for any Letters of Credit to be issued after the date of such resignation and Co-Syndication Agents. None (y) shall not be required to act as Swing Line Lender with respect to Swing Line Loans to be made after the date of such resignation (and all outstanding Swing Line Loans of such resigning Administrative Agent shall be required to be repaid in full upon its resignation), although the Co-Documentation Agents or resigning Administrative Agent shall retain all rights hereunder as Issuing Lender and Swing Line Lender with respect to all Letters of Credit issued by it, and all Swing Line Loans made by it, prior to the Co-Syndication Agents shall have any duties or responsibilities hereunder in effectiveness of its capacity resignation as such. MISCELLANEOUSAdministrative Agent hereunder.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 10 thirty (30) days' ’ notice to the Lenders Lenders; provided, that any such resignation by Bank of America shall also constitute its resignation as L/C Issuer and the BorrowerSwing Line Lender. If the Administrative Agent shall resign as Administrative Agent resigns under this Agreement and the other Loan DocumentsCredit Agreement, then the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, which successor administrative agent shall (unless be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 8(a) or Section 8(f) with respect to (which consent of the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, whereupon the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, the Person acting as such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, L/C Issuer and Swing Line Lender and the term "respective terms “Administrative Agent" ,” “L/C Issuer” and “Swing Line Lender” thereafter shall mean such successor agent effective upon such appointment administrative agent, Letter of Credit issuer and approvalswing line lender, and the former retiring Administrative Agent's rights’s appointment, powers and duties as Administrative Agent shall be terminated and the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such shall be terminated, without any other or further act or deed on the part of such former retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation of the successor L/C Issuer to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article IX and Section 10.04 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent or any of the parties to under this Agreement or any holders of the LoansCredit Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date that is 10 thirty (30) days following a retiring Administrative Agent's ’s notice of resignation, the retiring Administrative Agent's ’s resignation shall nevertheless thereupon become effective, effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent's resignation as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. Co-Documentation Agents and Co-Syndication Agents. None of the Co-Documentation Agents or the Co-Syndication Agents shall have any duties or responsibilities hereunder in its capacity as such. MISCELLANEOUS.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 10 days' ’ notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a9(a) or Section 8(f9(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term "“Administrative Agent" ” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent's ’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 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 assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Either Co-Syndication Agent may, at any time, by notice to the Lenders and the Administrative Agent, resign as a Co-Syndication Agent hereunder, whereupon the duties, rights, obligations and responsibilities of a Co-Syndication Agent hereunder shall automatically be assumed by, and inure to the benefit of, the non-resigning Co-Syndication Agent or, if there is only one Co-Syndication Agent, the Administrative Agent, without any further act by such Co-Syndication Agent, the Administrative Agent or any Lender. After any retiring Administrative Agent's ’s resignation as Administrative Agent, the provisions of this Section 9 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. Co-Documentation Agents and Co-Syndication Agents. None of the Co-Documentation Agents or the Co-Syndication Agents shall have any duties or responsibilities hereunder in its capacity as such. MISCELLANEOUS.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 10 30 days' prior written notice to the Lenders, the Syndication Agent, the Issuing Lenders and the Swing Line Lender and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term "Administrative Agent" shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent's rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 30 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon nonetheless become effective, effective and the Required Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, time as the Required Lenders appoint a successor agent as provided for above. The Syndication Agent may, at any time, by notice to the Lenders and the Administrative Agent, resign as Syndication Agent hereunder, whereupon the duties, rights, obligations and responsibilities hereunder shall automatically be assumed by, and inure to the benefit of, the Administrative Agent, without any further act by the Syndication Agent, the Administrative Agent or any Lender. After any retiring Administrative Agent's resignation as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative an Agent under this Agreement and the other Loan Documents. Co-Documentation Agents and Co-Syndication Agents. None of the Co-Documentation Agents or the Co-Syndication Agents shall have any duties or responsibilities hereunder in its capacity as such. MISCELLANEOUS.

Successor Administrative Agent. The Administrative Agent may may, ------------------------------ and at the request of the Requisite Banks shall, resign as Administrative Agent upon 10 thirty days' notice to the Lenders Banks and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and Agreement, the other Loan Documents, then the Required Lenders Requisite Banks shall appoint from among the Lenders Banks a successor agent Administrative Agent for the LendersBanks, which successor agent Administrative Agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval approved by the Borrower (which and such approval shall not be unreasonably withheld or delayed), whereupon provided that, to -------- the extent required by applicable Gaming Laws, the incumbent Administrative Agent shall remain the collateral agent for the Creditors with respect to any collateral for which a lienholder must be qualified under such Gaming Laws until the new Administrative Agent can be so qualified (but the incumbent Administrative Agent shall be entitled to the indemnities and other protections provided to the Administrative Agent hereunder in such capacity). If no successor Administrative Agent 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, such successor agent Administrative Agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, Agent and the term "Administrative Agent" shall mean such successor agent effective upon such appointment and approval, Administrative Agent and the former retiring Administrative Agent's rightsappointment, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, the provisions of this Section 9 Article 10, and Sections 11.3, 11.11 and 11.22, shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement Agreement. If (a) the Administrative Agent has not been paid its agency fees under Section 3.6 or has not been reimbursed for any expense reimbursable to it under Section 11.3, in either case for a period of at least one year and (b) no successor Administrative Agent has accepted appointment as Administrative Agent by the date which is thirty days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the other Loan Documents. Co-Documentation Agents and Co-Syndication Agents. None Banks shall perform all of the Co-Documentation Agents or duties of the Co-Syndication Agents shall have any duties or responsibilities Administrative Agent hereunder in its capacity until such time, if any, as such. MISCELLANEOUSthe Requisite Banks appoint a successor Administrative Agent as provided for above.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 10 days' ’ notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent, whereupon the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor agent from among the Lenders. Effective upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term "“Administrative Agent" ” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent's ’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent's ’s notice of resignation, the retiring Administrative Agent's ’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. The Syndication Agent may, at any time, by notice to the Lenders and the Administrative Agent, resign as Syndication Agent hereunder, whereupon the duties, rights, obligations and responsibilities of the Syndication Agent hereunder shall automatically be assumed by, and inure to the benefit of, the Administrative Agent, without any further act by the Syndication Agent, the Administrative Agent or any Lender. After any retiring Administrative Agent's ’s resignation as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. Co-Documentation Agents and Co-Syndication Agents. None of the Co-Documentation Agents or the Co-Syndication Agents shall have any duties or responsibilities hereunder in its capacity as such. MISCELLANEOUS.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 10 days' notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term "Administrative Agent" shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent's rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 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 assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. The Syndication Agent may, at any time, by notice to the Lenders and the Administrative Agent, resign as Syndication Agent hereunder, whereupon the duties, rights, obligations and responsibilities of the Syndication Agent hereunder shall automatically be assumed by, and inure to the benefit of, the Administrative Agent, without any further act by the Syndication Agent, the Administrative Agent or any Lender. After any retiring Administrative Agent's resignation as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. Co-Documentation Agents and Co-Syndication Agents. None of the Co-Documentation Agents or the Co-Syndication Agents shall have any duties or responsibilities hereunder in its capacity as such. MISCELLANEOUS.

Successor Administrative Agent. The So long as no Event of Default has occurred and is continuing, the Administrative Agent, the Borrower and a successor agent who is a “Revolving Lender” under the CCO Credit Agreement may, in their sole discretion at any time, agree that such successor agent shall replace the outgoing administrative Agent as Administrative Agent hereunder and under the other Loan Documents. In addition, the Administrative Agent may in its sole discretion resign as Administrative Agent at any time upon 10 30 days' ’ notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a8.1(a) or Section 8(f8.1(g) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such . Any successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term "“Administrative Agent" ” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent's ’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 30 days following a retiring Administrative Agent's ’s notice of resignation, the retiring Administrative Agent's ’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent's ’s resignation as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. Co-Documentation Agents and Co-Syndication Agents. None of the Co-Documentation Agents or the Co-Syndication Agents shall have any duties or responsibilities hereunder in its capacity as such. MISCELLANEOUS.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 10 ten days' ’ notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term "“Administrative Agent" ” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent's ’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 ten days following a retiring Administrative Agent's ’s notice of resignation, the retiring Administrative Agent's ’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. The Syndication Agent may, at any time, by notice to the Lenders and the Administrative Agent, resign as Syndication Agent hereunder, whereupon the duties, rights, obligations and responsibilities of the Syndication Agent hereunder shall automatically be assumed by, and inure to the benefit of, the Administrative Agent, without any further act by the Syndication Agent, the Administrative Agent or any Lender. After any retiring Administrative Agent's ’s resignation as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. Co-Documentation Agents and Co-Syndication Agents. None of the Co-Documentation Agents or the Co-Syndication Agents shall have any duties or responsibilities hereunder in its capacity as such. MISCELLANEOUS.

Successor Administrative Agent. (a) The Administrative Agent may resign as Administrative Agent upon 10 days' at any time by giving 30 days prior written notice thereof to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan DocumentsUpon any such resignation, then the Required Lenders shall have the right to appoint from among the Lenders a successor agent for the LendersAdministrative Agent, which successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect subject to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower provided that no Event of Default shall exist at such time. If no suc­cessor Administrative Agent shall have been so appointed, and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or any state thereof or a bank which maintains an office in the United States. (which approval shall not be unreasonably withheld or delayed)b) Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, whereupon such successor agent Administrative Agent shall there­upon succeed to and become vested with all the rights, powers powers, privileges and duties of the retiring Administrative Agent, and the term "Administrative Agent" shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent's rights, powers and duties as retiring Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective, discharged from its duties and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent's resignation as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent obligations under this Agreement and the other Loan Documents. Co-Documentation Agents and Co-Syndication Agents. None If within 30 days after written notice is given of the Co-Documentation Agents or the Co-Syndication Agents retiring Administrative Agent’s resignation under this Section 7.7 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 30th day (i) the retiring Administrative Agent’s resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Loan Documents until such time as the Required Lenders appoint a successor Administrative Agent as provided above. After any duties retir­ing Administrative Agent’s resignation hereunder, the provi­sions of this Article VII shall continue in effect for the benefit of such retiring Administrative Agent and its representatives and agents in respect of any ac­tions taken or responsibilities hereunder in its capacity not taken by any of them while it was serving as such. MISCELLANEOUSthe Administrative Agent.

Successor Administrative Agent. The Administrative Agent may ------------------------------ resign as Administrative Agent upon 10 30 days' notice to the Lenders Banks and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and Agreement, the other Loan Documents, then the Required Lenders Majority Banks shall appoint from among the Lenders Banks a successor agent for the Lenders, Banks which successor agent shall (unless an be subject to the approval of the Borrower if no Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have has occurred and be is continuing) be subject , such approval not to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent, whereupon the Administrative Agent may appoint, after consulting with the Banks, and subject to the approval of the Borrower if no Event of Default has occurred and is continuing, such approval not to be unreasonably withheld or delayed, a successor agent from among the Banks or any Bank Affiliate. Any successor Administrative Agent appointed under this Section ------- 10.09 shall be a commercial bank organized under the laws of the United States ----- or any State thereof, and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of its appointment as successor agent hereunder, such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, Agent and the term "Administrative Agent" shall mean -------------------- means such successor agent effective upon such appointment and approval, and the former retiring Administrative Agent's rightsappointment, powers and duties as Administrative Agent shall be terminated. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, without the provisions of this Article X and Sections 11.04 and 11.05 shall inure to its --------- -------------- ----- benefit as to any other actions taken or further act or deed on the part of such former omitted to be taken by it while it was Administrative Agent or any of the parties to under this Agreement or any holders of the LoansAgreement. If no successor agent has accepted appointment as Administrative Agent by the date that which is 10 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 Banks shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders Majority Banks appoint a successor agent as provided for above. After any retiring Administrative Agent's resignation as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. Co-Documentation Agents and Co-Syndication Agents. None of the Co-Documentation Agents or the Co-Syndication Agents shall have any duties or responsibilities hereunder in its capacity as such. MISCELLANEOUS.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 10 30 days' notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a9(a) or Section 8(f9(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term "Administrative Agent" shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent's rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 30 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. The Syndication Agent may, at any time, by notice to the Lenders and the Administrative Agent, resign as Syndication Agent hereunder, whereupon the duties, rights, obligations and responsibilities of the Syndication Agent hereunder shall automatically be assumed by, and inure to the benefit of, the Administrative Agent, without any further act by the Syndication Agent, the Administrative Agent or any Lender. After any retiring Administrative Agent's resignation as Administrative Agent, the provisions of this Section 9 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. Co-Documentation Agents and Co-Syndication Agents. None of the Co-Documentation Agents or the Co-Syndication Agents shall have any duties or responsibilities hereunder in its capacity as such. MISCELLANEOUS.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 10 thirty (30) days' notice to the Lenders Lenders; provided that any such resignation by Bank of America shall also constitute its resignation as L/C Issuer and the BorrowerSwing Line Lender. If the Administrative Agent shall resign as Administrative Agent resigns under this Agreement and the other Loan DocumentsCredit Agreement, then the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, which successor administrative agent shall (unless be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 8(a) or Section 8(f) with respect to (which consent of the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, whereupon the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, the Person acting as such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, L/C Issuer and Swing Line Lender and the term respective terms "Administrative Agent", "L/C Issuer" and "Swing Line Lender" thereafter shall mean such successor agent effective upon such appointment administrative agent, Letter of Credit issuer and approvalswing line lender, and the former retiring Administrative Agent's appointment, powers and duties as Administrative Agent shall be terminated and the retiring L/C Issuer's and Swing Line Lender's rights, powers and duties as Administrative Agent such shall be terminated, without any other or further act or deed on the part of such former retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation of the successor L/C Issuer to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, the provisions of this Article VIII and Sections 9.04 and 9.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent or any of the parties to under this Agreement or any holders of the LoansCredit Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date that is 10 thirty (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 assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent's resignation as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. Co-Documentation Agents and Co-Syndication Agents. None of the Co-Documentation Agents or the Co-Syndication Agents shall have any duties or responsibilities hereunder in its capacity as such. MISCELLANEOUS.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 10 thirty (30) days' notice to the Lenders Lenders; provided that any such resignation by Bank of America shall also constitute its resignation as L/C Issuer and the BorrowerSwing Line Lender. If the Administrative Agent shall resign as Administrative Agent resigns under this Agreement and the other Loan DocumentsCredit Agreement, then the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, which successor administrative agent shall (unless be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 8(a) or Section 8(f) with respect to (which consent of the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, whereupon the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, the Person acting as such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, L/C Issuer and Swing Line Lender and the term respective terms "Administrative Agent," "L/C Issuer" and "Swing Line Lender" thereafter shall mean such successor agent effective upon such appointment administrative agent, Letter of Credit issuer and approvalswing line lender, and the former retiring Administrative Agent's appointment, powers and duties as Administrative Agent shall be terminated and the retiring L/C Issuer's and Swing Line Lender's rights, powers and duties as Administrative Agent such shall be terminated, without any other or further act or deed on the part of such former retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation of the successor L/C Issuer to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, the provisions of this Article VIII and Sections 9.04 and 9.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent or any of the parties to under this Agreement or any holders of the LoansCredit Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date that is 10 thirty (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 assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent's resignation as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. Co-Documentation Agents and Co-Syndication Agents. None of the Co-Documentation Agents or the Co-Syndication Agents shall have any duties or responsibilities hereunder in its capacity as such. MISCELLANEOUS.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 10 30 days' notice to the Lenders Lenders; provided that any such resignation by Bank of America shall also constitute its resignation as Issuing Lender and the BorrowerSwing Line Lender. If the Administrative Agent shall resign as Administrative Agent resigns under this Agreement and Agreement, the other Loan Documents, then the Required Requisite Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, which successor administrative agent shall (unless be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 8(a) or Section 8(f) with respect to (which consent of the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, whereupon the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, the Person acting as such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, Issuing Lender and Swing Line Lender and the term respective terms "Administrative Agent," "L/C Issue" and "Swing Line Lender" shall mean such successor agent effective upon such appointment administrative agent, Letter of Credit issuer and approvalswing line Lender, and the former retiring Administrative Agent's appointment, powers and duties as Administrative Agent shall be terminated and the retiring Issuing Lender's and Swing Line Lender's rights, powers and duties as Administrative Agent such shall be terminated, without any other or further act or deed on the part of such former Administrative Agent retiring Issuing Lender or Swing Line Lender or any other Lender, other than the obligation of the parties successor Issuing Lender to this Agreement or any holders issue letters of credit in substitution for the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent's notice Letters of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such timeCredit, if any, as outstanding at the Required Lenders appoint a successor agent as provided for abovetime of such succession or to 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. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, the provisions of this Section 9 Article 10 and Sections 11.3 and 11.11 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement 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 retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the other Loan Documents. Co-Documentation Agents and Co-Syndication Agents. None Lenders shall perform all of the Co-Documentation Agents or duties of the Co-Syndication Agents shall have any duties or responsibilities Administrative Agent hereunder in its capacity until such time, if any, as such. MISCELLANEOUSthe Requisite Lenders appoint a successor agent as provided for above.

Successor Administrative Agent. The Administrative Agent may may, and at the request of the Required Lenders shall, resign as Administrative Agent upon 10 30 days' notice to the Lenders and the BorrowerCompany. If the Administrative Agent shall resign as Administrative Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall have the right, with the consent of the Company so long as no Event of Default or Unmatured Event of Default has occurred and is continuing (which consent shall not be unreasonably withheld or delayed), to appoint from among the Lenders a successor agent for the Lenders, which . If no successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect is appointed prior to the Borrower shall have occurred effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed)Company, whereupon a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, Agent and the term "Administrative Agent" shall mean such successor agent effective upon such appointment and approval, and the former retiring Administrative Agent's rightsappointment, powers and duties as Administrative Agent shall be terminated. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, without the provisions of this ARTICLE X and SECTIONS 11.4 and 11.5 shall inure to its benefit as to any other actions taken or further act or deed on the part of such former omitted to be taken by it while it was Administrative Agent or any of the parties to under this Agreement or any holders of the LoansAgreement. If no successor agent has accepted appointment as Administrative Agent by the date that which is 10 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 assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent's resignation Notwithstanding the foregoing, however, Bank of America may not be removed as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and at the other Loan Documents. Co-Documentation Agents and Co-Syndication Agents. None request of the Co-Documentation Agents Required Lenders unless Bank of America and any Affiliate thereof acting as the Issuing Lender or Swingline Lender hereunder shall also simultaneously be replaced as the Co-Syndication Agents shall have any duties or responsibilities hereunder Issuing Lender and Swingline Lender pursuant to documentation in its capacity as such. MISCELLANEOUSform and substance reasonably satisfactory to Bank of America (and, if applicable, such Affiliate).

Successor Administrative Agent. The Administrative Agent may may, ------------------------------ and at the request of the Requisite Banks shall, resign as Administrative Agent upon 10 thirty days' notice to the Lenders Banks and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and Agreement, the other Loan Documents, then the Required Lenders Requisite Banks shall appoint from among the Lenders Banks a successor agent Administrative Agent for the LendersBanks, which successor agent Administrative Agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval approved by the Borrower (which and such approval shall not be unreasonably withheld or delayed), whereupon provided that, to -------- the extent required by applicable Gaming Laws, the incumbent Administrative Agent shall remain the collateral agent for the Creditors with respect to any collateral for which a lienholder must be qualified under such Gaming Laws until the new Administrative Agent can be so qualified (but the incumbent Administrative Agent shall be entitled to the indemnities and other protections provided to the Administrative Agent hereunder in such capacity). If no successor Administrative Agent 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, such successor agent Administrative Agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, Agent and the term "Administrative Agent" shall mean such successor agent effective upon such appointment and approval, Administrative Agent and the former retiring Administrative Agent's rightsappointment, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, the provisions of this Section 9 Article 10, and Sections 11.3, 11.11 and 11.22, shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement Agreement. If (a) the Administrative Agent has not been paid its agency fees under Section 3.6 or has not been xxxx- one year and (b) no successor Administrative Agent has accepted appointment as Administrative Agent by the other Loan Documents. Co-Documentation Agents and Co-Syndication Agents. None date which is thirty days following a retiring Administrative Agent's notice of resignation, the shall perform all of the Co-Documentation Agents or duties of the Co-Syndication Agents shall have any duties or responsibilities Administrative Agent hereunder in its capacity until such time, if any, as such. MISCELLANEOUSthe Requisite Banks appoint a successor Administrative Agent as provided for above.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 10 thirty days' ’ notice to the Lenders Lenders; provided that any such resignation by Bank of America shall also constitute its resignation as L/C Issuer and the BorrowerSwing Line Lender. If the Administrative Agent shall resign as Administrative Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, which successor administrative agent shall (unless be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 8(a) or Section 8(f) with respect to (which consent of the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, whereupon the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, the Person acting as such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, L/C Issuer and Swing Line Lender and the term "respective terms “Administrative Agent" ”, “L/C Issuer” and “Swing Line Lender” shall mean such successor agent effective upon such appointment administrative agent, Letter of Credit issuer and approvalswing line lender, and the former retiring Administrative Agent's rights’s appointment, powers and duties as Administrative Agent shall be terminated and the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such shall be terminated, without any other or further act or deed on the part of such former retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation of the successor L/C Issuer to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article X and Sections 11.04 and 11.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent or any of the parties to under this Agreement or any holders of the LoansAgreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date that is 10 thirty 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 assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent's resignation as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. Co-Documentation Agents and Co-Syndication Agents. None of the Co-Documentation Agents or the Co-Syndication Agents shall have any duties or responsibilities hereunder in its capacity as such. MISCELLANEOUS.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 10 thirty (30) days' ’ notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among have the Lenders a successor agent for right, with the Lenders, which successor agent shall consent (unless an Event of Default under Section 8(a) or Section 8(f) with respect not to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed) of Borrower, to appoint from among the Committed Lenders (or any Affiliate of a Committed Lender) a successor agent for Lenders; provided, that during the existence and continuation of an Event of Default pursuant to Section 9.1(b), whereupon 9.1(c), 9.1(g) or 9.1(h), no consent of Borrower shall be required. Notwithstanding the immediately foregoing sentence, if no successor agent is appointed prior to the effective date of the resignation of Administrative Agent, Administrative Agent may appoint, after consulting with Lenders and Borrower, a successor agent from among the Committed Lenders (or any Affiliate of a Committed Lender). Upon the acceptance of its appointment as successor agent hereunder, such successor agent shall succeed to and become vested with all the rights, powers and duties of the retiring Administrative Agent, Agent and the term "“Administrative Agent" ” shall mean such successor agent effective upon such appointment and approvalagent, and the former retiring Administrative Agent's rights’s appointment, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent's ’s resignation hereunder as Administrative Agent, the provisions of this Section 9 Article 13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement Agreement. If no successor agent has accepted appointment as Administrative Agent by the date which is thirty (30) days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the other Loan Documents. Co-Documentation Agents and Co-Syndication Agents. None Lenders shall perform all of the Co-Documentation Agents or the Co-Syndication Agents shall have any duties or responsibilities of Administrative Agent hereunder in its capacity until such time, if any, as such. MISCELLANEOUSRequired Lenders appoint a successor agent as provided for above.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 10 30 days' ’ notice to the Lenders Banks and the Borrower. If the Administrative Agent shall resign as Administrative Agent resigns under this Agreement and Agreement, the other Loan Documents, then the Required Lenders Majority Banks shall appoint from among the Lenders Banks a successor administrative agent for the LendersBanks, which successor agent shall (unless require the prior written consent of the Borrower at all times other than during the existence of an Event of Default under Section 8(a) or Section 8(f) with respect to (which consent of the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). If no successor is appointed prior to the effective date of the resignation, whereupon the resigning Administrative Agent may appoint, after consulting with the Banks and Borrower, a successor administrative agent, from among the Banks. Upon the acceptance of its appointment as successor hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, and the term "retiring Administrative Agent" shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent's rights’s appointment, powers and duties as Administrative Agent shall be terminated, and 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 LoansPerson. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent's notice of resignation, After the retiring Administrative Agent's ’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent's resignation as Administrative Agenthereunder, the provisions of this Article VII and Section 9 8.4 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under this Agreement Agreement. If no successor administrative agent has accepted appointment by the date which is 30 days following the Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the other Loan Documents. Co-Documentation Agents and Co-Syndication Agents. None Banks shall perform all of the Co-Documentation Agents duties of the Administrative Agent hereunder until such time, if any, as the Majority Banks appoint a successor administrative agent as provided for above. If the Administrative Agent becomes a Defaulting Bank, then the Borrower may remove the Administrative Agent from its role as Administrative Agent and, as applicable, as an L/C Issuer and Bank, upon at least ten (10) Business Days prior written notice to the Administrative Agent; provided that (i) such notice shall provide that the effectiveness of such removal shall be contingent upon an appointment of a successor administrative agent (such appointed successor agent, a “Successor Agent”); (ii) the Borrower shall appoint from among the Banks a successor administrative agent for the Banks, which successor shall be consented to by the Majority Banks (which consent shall not be unreasonably withheld, delayed or conditioned); (iii) such appointment shall be accepted by the Co-Syndication Agents Successor Agent, in its sole discretion and in writing; (iv) prior to the effectiveness of such removal, the Borrower shall have any duties replaced such Defaulting Bank or responsibilities hereunder terminated its Commitment, in each case, as contemplated by Section 2.18(b), replaced such Defaulting Bank as Swingline Lender and Cash Collateralized or replaced all Letters of Credit issued by such Defaulting Bank in its capacity as such. MISCELLANEOUSan L/C Issuer and (v) such Defaulting Bank shall otherwise be subject to the provisions of Section 2.19.

Successor Administrative Agent. The So long as no Event of Default has occurred and is continuing, the Administrative Agent, the Borrower and a successor agent who is a Revolving Lender may, in their sole discretion at any time, agree that such successor agent shall replace the outgoing administrative Agent as Administrative Agent hereunder and under the other Loan Documents. In addition, the Administrative Agent may in its sole discretion resign as Administrative Agent at any time upon 10 30 days' notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f8(g) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such . Any successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term "“Administrative Agent" ” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent's rights, powers and duties as Administrative Agent shall be -91- terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 30 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for aboveabove (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Issuing Lender under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed). After any retiring Administrative Agent's resignation as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. Co-Documentation Agents The Person acting as Administrative Agent hereunder shall at all times constitute the “First Lien Representative” as defined in and Co-Syndication Agents. None for purposes of the Co-Documentation Agents Senior Notes Intercreditor Agreement and the Holdings Intercreditor Agreement. Any resignation by the Administrative Agent 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 hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, (ii) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the Co-Syndication Agents other Loan Documents, and (iii) the successor Issuing Lender shall have any duties issue new letters of credit either (x) in substitution for the Letters of Credit issued by the retiring Issuing Lender or responsibilities hereunder (y) to backstop such Letters of Credit, in its capacity as such. MISCELLANEOUSeach case, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit.

Successor Administrative Agent. The Administrative Agent may resign as the Administrative Agent upon 10 30 days' notice to the Lenders Lenders; provided that any such resignation by Bank of America shall also constitute its resignation as L/C Issuer and the BorrowerSwing Line Lender. If the Administrative Agent shall resign as Administrative Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, Lenders which successor administrative agent shall (unless be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 8(a) or Section 8(f) with respect to (which consent of the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, whereupon the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, the Person acting as such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, L/C Issuer and Swing Line Lender and the term respective terms "Administrative Agent," "L/C Issuer" and "Swing Line Lender" shall mean such successor agent effective upon such appointment administrative agent, Letter of Credit issuer and approvalswing line lender, and the former retiring Administrative Agent's appointment, powers and duties as the Administrative Agent shall be terminated and the retiring L/C Issuer's and Swing Line Lender's rights, powers and duties as Administrative Agent such shall be terminated, without any other or further act or deed on the part of such former retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation of the successor L/C Issuer to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent's resignation hereunder as the 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 the Administrative Agent or any of the parties to under this Agreement or any holders of the LoansAgreement. If no successor administrative agent has accepted appointment as the Administrative Agent by the date that which is 10 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 assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent's resignation as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. Co-Documentation Agents and Co-Syndication Agents. None of the Co-Documentation Agents or the Co-Syndication Agents shall have any duties or responsibilities hereunder in its capacity as such. MISCELLANEOUS.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 10 ten days' ’ notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a8.1(a) or Section 8(f8.1(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term "“Administrative Agent" ” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent's ’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 ten days following a retiring Administrative Agent's ’s notice of resignation, the retiring Administrative Agent's ’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders Xxxxxxx appoint a successor agent as provided for above. The Syndication Agent may, at any time, by notice to the Lenders and the Administrative Agent, resign as Syndication Agent hereunder, whereupon the duties, rights, obligations and responsibilities of the Syndication Agent hereunder shall automatically be assumed by, and inure to the benefit of, the Administrative Agent, without any further act by the Syndication Agent, the Administrative Agent or any Lender. After any retiring Administrative Agent's ’s resignation as Administrative Agent, such Agent shall remain indemnified to the extent provided in this Agreement and the other Loan Documents and the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. Co-Documentation Agents and Co-Syndication Agents. None of the Co-Documentation Agents or the Co-Syndication Agents shall have any duties or responsibilities hereunder in its capacity as such. MISCELLANEOUS.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 10 days' notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term "Administrative Agent" shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent's rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. The Syndication Agent may, at any time, by notice to the Lenders and the Administrative Agent, resign as Syndication Agent hereunder, whereupon the duties, rights, obligations and responsibilities of the Syndication Agent hereunder shall automatically be assumed by, and inure to the benefit of, the Administrative Agent, without any further act by the Syndication Agent, the Administrative Agent or any Lender. After any retiring Administrative Agent's resignation as Administrative Agent, the provisions of this Section 9 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. Co-Documentation Agents and Co-Syndication Agents. None of the Co-Documentation Agents or the Co-Syndication Agents shall have any duties or responsibilities hereunder in its capacity as such. MISCELLANEOUS.

Successor Administrative Agent. The Administrative Agent may may, and at the request of the Required Lenders shall, resign as the Administrative Agent upon 10 30 days' notice to the Lenders and the BorrowerCulligan. If the Administrative Agent shall resign as Administrative Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among the Lenders (with the consent of Culligan if no Event of Default or Unmatured Event of Default exists) a successor agent for Administrative Agent. If no successor Administrative Agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders, which a successor agent shall Administrative Agent from among the Lenders (unless an with the consent of Culligan if no Event of Default under Section 8(a) or Section 8(f) with respect to Unmatured Event of Default exists). Upon the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed)acceptance of its appointment as successor Administrative Agent hereunder, whereupon such successor agent Administrative Agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, Agent and the term "Administrative Agent" shall mean such successor agent effective upon such appointment and approval, and the former retiring Administrative Agent's rightsappointment, powers and duties as Administrative Agent shall be terminated. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, without the provisions of this Article X and Sections 12.4 and 12.5 shall inure to its benefit as to any other actions taken or further act or deed on omitted to be taken by it while it was the part of such former Administrative Agent or any of the parties to under this Agreement or any holders of the LoansAgreement. If no successor agent has accepted appointment as the Administrative Agent by the date that which is 10 30 days following a retiring Administrative Agent's notice of resignation, the such retiring Administrative Agent's resignation shall nevertheless thereupon become effective, effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent's resignation Notwithstanding the foregoing, however, BofA may not be removed as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and at the other Loan Documents. Co-Documentation Agents and Co-Syndication Agents. None request of the Co-Documentation Agents Required Lenders unless BofA or the Co-Syndication Agents any Affiliate of BofA shall have any duties or responsibilities also simultaneously be replaced as "Issuing Lender" and as "Swing Line Lender" hereunder pursuant to documentation in its capacity as such. MISCELLANEOUSform and substance reasonably satisfactory to BofA and, if applicable, such Affiliates.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 10 days' ’ notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a8.1(a) or Section 8(f8.1(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term "“Administrative Agent" ” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent's ’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent's ’s notice of resignation, (i) the retiring Administrative Agent's ’s resignation shall nevertheless thereupon become effective; provided that, solely for purposes of maintaining any security interest granted to the Administrative Agent under any Security Document for the benefit of the Credit Parties, the retiring Administrative Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Credit Parties, and continue to be entitled to the Lenders shall assume rights set forth in such Security Document and perform all Loan Document, and, in the case of any Collateral in the duties possession of the Administrative Agent hereunder Agent, shall continue to hold such Collateral, in each case until such time, if any, time as the Required Lenders appoint a successor agent as provided for above. After any Administrative Agent is appointed and accepts such appointment in accordance with this Section and such Collateral is assigned to and assumed by such successor Administrative Agent (it being understood and agreed that the retiring Administrative Agent's resignation as Agent shall have no duty or obligation to take any further action under any Security Document, including any action required to maintain the perfection of any such security interest, except to the extent the reasonable cooperation of the retiring Administrative Agent is required to assign its rights under any Security Document governed by Dutch law to such successor Administrative Agent), the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. Co-Documentation Agents and Co-Syndication Agents. None of the Co-Documentation Agents or the Co-Syndication Agents shall have any duties or responsibilities hereunder in its capacity as such. MISCELLANEOUSand

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 10 days' ’ notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a9(a) or Section 8(f9(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term "“Administrative Agent" ” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent's ’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 ten 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 assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders and, if applicable, the Borrower appoint a successor agent as provided for above. The Syndication Agent may, at any time, by notice to the Lenders and the Administrative Agent, resign as Syndication Agent hereunder, whereupon the duties, rights, obligations and responsibilities of the Syndication Agent hereunder shall automatically be assumed by, and inure to the benefit of, the Administrative Agent, without any further act by the Syndication Agent, the Administrative Agent or any Lender. After any retiring Administrative Agent's ’s resignation as Administrative Agent, the provisions of this Section 9 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. Co-Documentation Agents and Co-Syndication Agents. None of the Co-Documentation Agents or the Co-Syndication Agents shall have any duties or responsibilities hereunder in its capacity as such. MISCELLANEOUS.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 10 days' notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term "Administrative Agent" shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent's rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Any Syndication Agent or Documentation Agent may, at any time, by notice to the Lenders and the Administrative Agent, resign as Syndication Agent or Documentation Agent, as applicable, hereunder, whereupon the duties, rights, obligations and responsibilities of such Syndication Agent or Documentation Agent, as applicable, hereunder shall automatically be assumed by, and inure to the benefit of, the Administrative Agent, without any further act by such Syndication Agent or Documentation Agent, as applicable, the Administrative Agent or any Lender. After any retiring Administrative Agent's resignation as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. Co-Documentation Agents and Co-Syndication Agents. None of the Co-Documentation Agents or the Co-Syndication Agents shall have any duties or responsibilities hereunder in its capacity as such. MISCELLANEOUS.

Successor Administrative Agent. The Administrative Agent may may, ------------------------------ and at the request of the Requisite Lenders shall, resign as Administrative Agent (i) upon 10 30 days' notice to the Lenders Borrower and the BorrowerLenders or (ii) if the Administrative Agent determines that for it to continue as Administrative Agent would result in a conflict of interest affecting the Administrative Agent, or would create an unacceptable risk of significant liability of the Administrative Agent to a third party, or would otherwise be inadvisable under prevailing standards of banking prudence, at any time, and effective immediately upon written notice to Borrower and the Lenders. If the Administrative Agent shall resign as Administrative Agent under this Agreement and so resigns, (a) the other Loan Documents, then the Required Requisite Lenders shall appoint a successor Administrative Agent, who must be from among the Lenders a successor agent for the Lenders, which successor agent shall (and reasonably acceptable to Borrower unless an Event of Default under Section 8(a) or Section 8(f) with respect exists), provided that any resigning Administrative -------- Agent shall be entitled to appoint a successor Administrative Agent from among the Borrower shall have occurred and be continuing) be Lenders, subject to approval acceptance of appointment by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such that successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and if the term "Administrative Agent" shall mean such Requisite Lenders have not appointed a successor agent effective upon such appointment and approval, and the former Administrative Agent's rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on within 30 days after the part of such former date the resigning Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent's gave notice of resignation, the retiring Administrative Agent; (b) upon a successor's resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all acceptance of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent's resignation appointment as Administrative Agent, the provisions successor will thereupon succeed to and become vested with all the rights, powers, privileges and duties of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the resigning Administrative Agent or the removed Administrative Agent; and (c) upon the effectiveness of any resignation, the resigning Administrative Agent thereupon will be discharged from its duties and obligations thereafter arising under this Agreement the Loan Documents other than obligations arising as a result of any action or inaction of the resigning Administrative Agent prior to the effectiveness of such resignation. Upon any resignation of Bank of America (or any successor Administrative Agent) as Administrative Agent, Bank of America (or such successor) shall be deemed to have concurrently resigned as Issuing Lender with respect to the issuance of any further Letters of Credit hereunder (including without limitation the extension of the expiration of any outstanding Letter of Credit), and the other Loan Documents. Co-Documentation Agents successor Administrative Agent shall (i) be deemed concurrently appointed as Issuing Lender, and Co-Syndication Agents. None (ii) shall promptly issue Letters of the Co-Documentation Agents Credit to replace or the Co-Syndication Agents shall have support any duties or responsibilities hereunder in its capacity as such. MISCELLANEOUSoutstanding Letters of Credit issued by Bank of America.

Successor Administrative Agent. The Administrative Agent may may, and at the request of the Requisite Lenders shall, resign as Administrative Agent upon 10 days' thirty days notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and Agreement, the other Loan Documents, then the Required Requisite Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, which successor administrative agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval approved by the Borrower (which and such approval shall not be unreasonably withheld or delayedwithheld). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, whereupon the Administrative Agent may appoint, after consulting with the Lenders and Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, Agent and the term "Administrative Agent" shall mean such successor administrative agent effective upon such appointment and approval, and the former retiring Administrative Agent's rightsappointment, powers and duties as Administrative Agent shall be terminated, without terminated (except for any other or further act or deed on the part of liabilities incurred prior to such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for abovetermination). After any retiring Administrative Agent's resignation hereunder as Administrative Agent, the provisions of this Section 9 Article 10, and Sections 11.3, 11.11 and 11.23, 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 Agreement. If (a) the Administrative Agent has not been paid its agency fees under Section 3.6 or has not been reimbursed for any expense reimbursable to it under Section 11.3, in either case for a period of at least one (1) year and (b) no successor administrative agent has accepted appointment as Administrative Agent by the date which is thirty days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the other Loan Documents. Co-Documentation Agents and Co-Syndication Agents. None Lenders shall perform all of the Co-Documentation Agents or duties of the Co-Syndication Agents shall have any duties or responsibilities Administrative Agent hereunder in its capacity until such time, if any, as such. MISCELLANEOUSthe Requisite Lenders appoint a successor administrative agent as provided for above.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 10 30 days' ’ notice to the Lenders Lenders; provided that any such resignation by JPMCB shall also constitute its resignation as L/C Issuer and the BorrowerSwing Line Lender. If the Administrative Agent shall resign as Administrative Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, which successor administrative agent shall (unless be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 8(a) or Section 8(f) with respect to (which consent of the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, whereupon the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, the Person acting as such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, L/C Issuer and Swing Line Lender and the term "respective terms “Administrative Agent" ,” “L/C Issuer” and “Swing Line Lender” shall mean such successor agent effective upon such appointment administrative agent, Letter of Credit issuer and approvalswing line lender, and the former retiring Administrative Agent's rights’s appointment, powers and duties as Administrative Agent shall be terminated and the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such shall be terminated, without any other or further act or deed on the part of such former retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation of the successor L/C Issuer to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article IX and Sections 10.04 and 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent or any of the parties to under this Agreement or any holders of the LoansAgreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date that which is 10 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 assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent's resignation as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. Co-Documentation Agents and Co-Syndication Agents. None of the Co-Documentation Agents or the Co-Syndication Agents shall have any duties or responsibilities hereunder in its capacity as such. MISCELLANEOUS.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 10 30 days' notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval approved by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term "Administrative Agent" shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent's rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 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 assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders Xxxxxxx appoint a successor agent as provided for above. The Syndication Agent may, at any time, by notice to the Lenders and the Administrative Agent, resign as Syndication Agent hereunder, whereupon the duties, rights, obligations and responsibilities hereunder shall automatically be assumed by, and inure to the benefit of, the Administrative Agent, without any further act by the Syndication Agent, the Administrative Agent or any Lender. After any retiring Administrative Agent's resignation as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. Co-Documentation Agents and Co-Syndication Agents. None of the Co-Documentation Agents or the Co-Syndication Agents shall have any duties or responsibilities hereunder in its capacity as such. MISCELLANEOUS.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 10 30 days' notice to the Lenders Lenders; provided that any -------- such resignation by Bank of America shall also constitute its resignation as L/C Issuer and the BorrowerSwing Line Lender. If the Administrative Agent shall resign as Administrative Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, Lenders which successor administrative agent shall (unless be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 8(a) or Section 8(f) with respect to (which consent of the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, whereupon the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, the Person acting as such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, L/C Issuer and Swing Line Lender and the term respective terms "Administrative Agent," "L/C Issuer" and "Swing Line Lender" shall mean such successor agent effective upon such appointment administrative agent, Letter of Credit issuer and approvalswing line lender, and the former retiring Administrative Agent's appointment, powers and duties as Administrative Agent shall be terminated and the retiring L/C Issuer's and Swing Line Lender's rights, powers and duties as Administrative Agent such shall be terminated, without any other or further act or deed on the part of such former 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. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, the provisions of this Section 9 and Sections 10.04 and --------- -------------- 10.05 shall inure to its benefit as to any actions taken or omitted to be taken ---- by it while it was Administrative Agent or any of the parties to under this Agreement or any holders of the LoansAgreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date that which is 10 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 assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent's resignation as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. Co-Documentation Agents and Co-Syndication Agents. None of the Co-Documentation Agents or the Co-Syndication Agents shall have any duties or responsibilities hereunder in its capacity as such. MISCELLANEOUS.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent and Collateral Agent upon 10 days' ’ notice to the Lenders and the BorrowerBorrowers. If the Administrative Agent shall resign as Administrative Agent and Collateral Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a7.01(b), (c), (h) or Section 8(f(i) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower Borrowers (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent and Collateral Agent, and the term "“Administrative Agent" ” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent's ’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent's ’s notice of resignation, the retiring Administrative Agent's ’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent and Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent's ’s resignation as Administrative Agent, the provisions of this Section 9 8.09 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. Co-Documentation Agents and Co-Syndication Agents. None A resignation as referred to in this Section 8.09 shall not affect the rights of the Co-Documentation Agents or Collateral Agent pursuant to the Co-Syndication Agents Parallel Debt and the German Parallel Debt and the Collateral Agent shall have continue to hold such rights until the effective assignment thereof by the Collateral Agent to a successor agent. The Collateral Agent will reasonably cooperate in assigning its rights under the Parallel Debt and the German Parallel Debt to any duties or responsibilities hereunder such successor agent and will reasonably cooperate in its capacity as such. MISCELLANEOUStransferring all rights under the Security Documents to such successor agent.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 10 30 days' notice to the Lenders Lenders; provided that any such resignation by Bank of America shall also constitute its resignation as an L/C Issuer and the BorrowerSwing Line Lender. If the Administrative Agent shall resign as Administrative Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, which successor administrative agent shall (unless be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 8(a) or Section 8(f) with respect to (which consent of the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, whereupon the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, the Person acting as such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, L/C Issuer and Swing Line Lender and the term respective terms "Administrative Agent," "L/C Issuer" and "Swing Line Lender" shall mean such successor agent effective upon such appointment administrative agent, Letter of Credit issuer and approvalswing line lender, and the former retiring Administrative Agent's appointment, powers and duties as Administrative Agent shall be terminated and the retiring L/C Issuer's and Swing Line Lender's rights, powers and duties as Administrative Agent such shall be terminated, without any other or further act or deed on the part of such former retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation of the successor L/C Issuer to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, the provisions of this Article IX and Sections 10.04 and 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent or any of the parties to under this Agreement or any holders of the LoansAgreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date that which is 10 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 assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent's resignation as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. Co-Documentation Agents and Co-Syndication Agents. None of the Co-Documentation Agents or the Co-Syndication Agents shall have any duties or responsibilities hereunder in its capacity as such. MISCELLANEOUS.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 10 days' at any time by giving written notice thereof to the Lenders and the Borrower. If ; provided, however, that any removal of the Administrative Agent shall resign will not be effective until it has also been replaced as Administrative Agent (including as Successor Trustee under this the Security Trust Agreement and as mortgagee under certain Ship Mortgages) and released from all of its obligations in respect thereof. In addition, the other Loan DocumentsMajority Lenders shall have the right to remove the Administrative Agent for cause and to appoint a successor Administrative Agent in accordance with this Section 7.06. Upon any such resignation or removal, the Majority Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Majority Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation or the Majority Lenders’ removal of the retiring Administrative Agent, then the Required Lenders shall appoint from among the Lenders a successor agent for retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which successor agent shall (unless meet the standards to be an Event Eligible Assignee, have a combined capital and surplus of Default under Section 8(a) or Section 8(f) with respect at least $500,000,000 and be reasonably acceptable to the Borrower shall have occurred Majority Lenders and the Borrower. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent and, in the case of a successor Administrative Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Ship Mortgages and the Security Trust Agreement, and such other instruments or notices, as may be continuing) necessary or desirable, or as the Majority Lenders may request, in order to continue the perfection of the Liens granted or purported to be subject to approval granted by the Borrower (which approval shall not be unreasonably withheld or delayed)Collateral Documents, whereupon such successor agent Administrative Agent shall succeed to and become vested with all the rights, powers powers, discretion, privileges and duties of the retiring Administrative Agent, and the term "Administrative Agent" shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent's rights, powers and duties as retiring Administrative Agent shall be terminated, without any other or further act or deed on discharged from its duties and obligations under the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the LoansLoan Documents. If no successor agent has accepted appointment as Administrative Agent by the date that within 45 days after written notice is 10 days following a retiring Administrative Agent's notice given of resignation, the retiring Administrative Agent's ’s resignation or removal under this Section 7.06 no successor Administrative Agent shall nevertheless thereupon have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Administrative Agent’s resignation or removal shall become effective, (b) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (c) the Majority Lenders shall assume and thereafter perform all of the duties of the retiring Administrative Agent hereunder under the Loan Documents until such time, if any, as the Required Majority Lenders appoint a successor agent Administrative Agent as provided for above. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative AgentAgent shall have become effective, the provisions of this Section 9 Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and Agreement. The institution acting as Administrative Agent shall always also act as Security Trustee under the other Loan Documents. Co-Documentation Agents and Co-Syndication Agents. None of the Co-Documentation Agents or the Co-Syndication Agents shall have any duties or responsibilities hereunder in its capacity as such. MISCELLANEOUSSecurity Trust Agreement.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 10 thirty (30) days' notice to the Lenders and the BorrowerLenders; provided that any such resignation by Bank of America shall also constitute its resignation as Swing Line Lender. If the Administrative Agent shall resign as Administrative Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, Lenders which successor administrative agent shall (unless be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 8(a) or Section 8(f) with respect to (which consent of the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, whereupon the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, the Person acting as such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, Agent and Swing Line Lender and the term respective terms "Administrative AgentAgent and "Swing Line Lender" shall mean such successor administrative agent effective upon such appointment and approvalswing line lender, and the former retiring Administrative Agent's appointment, powers and duties as Administrative Agent shall be terminated and the retiring Swing Line Lender's rights, powers and duties as Administrative Agent such shall be terminated, without any other or further act or deed on the part of such former retiring Swing Line Lender or any other Lender. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, the provisions of this Article 9 and Sections 10.04 and 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent or any of the parties to under this Agreement or any holders of the LoansAgreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date that which is 10 thirty (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 assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent's resignation as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. Co-Documentation Agents and Co-Syndication Agents. None of the Co-Documentation Agents or the Co-Syndication Agents shall have any duties or responsibilities hereunder in its capacity as such. MISCELLANEOUS.

Successor Administrative Agent. The Any successor Administrative Agent may resign appointed as provided in this Article XIV shall execute, acknowledge and deliver to the Borrower, the Servicer, each Funding Agent and to its predecessor Administrative Agent upon 10 days' notice to an instrument accepting such appointment under this Agreement, and thereupon the Lenders and resignation or removal of the Borrower. If the predecessor Administrative Agent shall resign become effective and such successor Administrative Agent, without any further act, deed or conveyance (except as provided below), shall become fully vested with all the rights, power, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Administrative Agent under this Agreement and the other Loan DocumentsAgent; but, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event on request of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred or the Servicer, or the successor Administrative Agent, such predecessor Administrative Agent shall, upon payment of its expenses then unpaid, execute and be continuing) be subject deliver an instrument transferring to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to Administrative Agent all of the rights, powers and duties trusts of the Administrative Agent so ceasing to act, and shall duly assign, transfer and deliver to such successor Administrative Agent all property and money held by such Administrative Agent so ceasing to act hereunder. Upon request of any such successor Administrative Agent, the Borrower shall execute any and the term "Administrative Agent" shall mean all instruments for more fully and certainly vesting in and confirming to such successor agent effective upon Administrative Agent all such appointment and approval, and the former Administrative Agent's rights, powers and trusts. The predecessor Administrative Agent shall deliver to the successor Administrative Agent all documents and statements held by it under this Agreement or any Transaction Document; and the predecessor Administrative Agent and the other parties to the Transaction Documents shall amend any Transaction Document to make the successor Administrative Agent the successor to the predecessor Administrative Agent thereunder; and the Servicer and the predecessor Administrative Agent shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Administrative Agent all such rights, powers, duties and obligations. No successor Administrative Agent shall accept its appointment as provided in this Section 14.9 unless at the time of such acceptance such successor Administrative Agent shall be terminatedeligible under the provisions of Section 14.10. Upon acceptance of appointment by a successor Administrative Agent as provided in this Section 14.9, without any other or further act or deed on the part Borrower shall mail notice by first-class mail of the appointment of the successor of such former Administrative Agent or any and the address of the parties to successor Administrative Agent’s corporate trust office under this Agreement to all Class A Lenders at their addresses as shown in the Note Register or if no Note Register is required to be maintained with respect to any holders of Class A Lender pursuant to Section 15.5(b), such other address or such other address as shall be maintained for such Class A Lender by the Loansapplicable Funding Agent. If no successor agent has accepted the Borrower fails to mail such notice within ten (10) days after acceptance of appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent's resignation as Administrative Agent, the provisions of this Section 9 successor Administrative Agent shall inure to its benefit as to any actions taken or omitted cause such notice to be taken by it while it was Administrative Agent under this Agreement and mailed at the other Loan Documents. Co-Documentation Agents and Co-Syndication Agents. None expense of the Co-Documentation Agents or the Co-Syndication Agents shall have any duties or responsibilities hereunder in its capacity as such. MISCELLANEOUSBorrower.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 10 ten days' ’ notice to the Lenders and the BorrowerBorrowers. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section SECTION 8(a) or Section SECTION 8(f) with respect to the any Borrower shall have occurred and be continuing) be subject to approval by the Borrower Borrowers (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term "“Administrative Agent" ” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent's ’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 ten days following a retiring Administrative Agent's ’s notice of resignation, the retiring Administrative Agent's ’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Any Co-Syndication Agent may, at any time, by notice to the Lenders and the Administrative Agent, resign as a Co-Syndication Agent hereunder, whereupon the duties, rights, obligations and responsibilities of such Co-Syndication Agent hereunder shall automatically be assumed by, and inure to the benefit of, the Administrative Agent, without any further act by such Co-Syndication Agent, the Administrative Agent or any Lender. After any retiring Administrative Agent's ’s resignation as Administrative Agent, the provisions of this Section SECTION 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. Co-Documentation Agents and Co-Syndication Agents. None of the Co-Documentation Agents or the Co-Syndication Agents shall have any duties or responsibilities hereunder in its capacity as such. MISCELLANEOUS.

Successor Administrative Agent. The Administrative Agent may may, and at the request of the Required Lenders shall, resign as the Administrative Agent upon 10 30 days' notice to the Lenders and the BorrowerLenders; provided that any such resignation by Bank of America shall also constitute its resignation as Issuing Bank. If the Administrative Agent shall resign as Administrative Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among the Committed Lenders a successor agent for the LendersAdministrative Agent, which successor agent shall (unless an shall, so long as no Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) exists, be subject to the approval by of the Borrower Company (which approval shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent, whereupon the Administrative Agent may appoint, after consulting with the Lenders and the Company, a successor Administrative Agent from among the Committed Lenders and the Company. Upon the acceptance of its appointment as successor agent hereunder, such successor agent shall succeed to all the rights, powers and duties of the applicable retiring Administrative Agent, Agent and the term "Administrative Agent" shall mean such successor agent effective upon such appointment and approval, and the former Administrative retiring Agent's rightsappointment, powers and duties as Administrative Agent shall be terminated. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, without the provisions of this Article XV and Section 16.03 shall inure to its benefit as to any other actions taken or further act or deed on omitted to be taken by it while it was the part of such former Administrative Agent or any of the parties to under this Agreement or any holders of the LoansAgreement. If no successor agent has accepted appointment as the Administrative Agent by the date that which is 10 30 days following a retiring Administrative Agent's notice of resignation, the such retiring Administrative Agent's resignation shall nevertheless thereupon become effective, effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent's resignation Notwithstanding the foregoing, however, Bank of America may not be removed as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and at the other Loan Documents. Co-Documentation Agents and Co-Syndication Agents. None request of the Co-Documentation Agents Required Lenders unless Bank of America or the Co-Syndication Agents any Affiliate of Bank of America shall have any duties or responsibilities hereunder also simultaneously be replaced as EMU Lender and as Issuing Bank pursuant to documentation in its capacity as such. MISCELLANEOUSform and substance reasonably satisfactory to Bank of America and, if applicable, such Affiliate.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 10 days' notice to the Lenders and the BorrowerCedar Fair LP. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders Secured Parties a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a9(a) or Section 8(f9(f) with respect to the either Borrower shall have occurred and be continuing) be subject to approval by the Borrower Cedar Fair LP (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term "Administrative Agent" shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent's rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 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 assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. The Syndication Agent may, at any time, by notice to the Lenders and the Administrative Agent, resign as Syndication Agent hereunder, whereupon the duties, rights, obligations and responsibilities of the Syndication Agent hereunder shall automatically be assumed by, and inure to the benefit of, the Administrative Agent (or, if there is no Administrative Agent at such time, to the Lenders as contemplated by the preceding sentence), without any further act by the Syndication Agent, the Administrative Agent or any Lender. After any retiring Administrative Agent's (or Syndication Agent's) resignation as Administrative Agent (or Syndication Agent), the provisions of this Section 9 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent (or Syndication Agent) under this Agreement and the other Loan Documents. Co-Documentation Agents and Co-Syndication Agents. None of the Co-Documentation Agents or the Co-Syndication Agents shall have any duties or responsibilities hereunder in its capacity as such. MISCELLANEOUS.

Successor Administrative Agent. The Administrative Agent may may, and ------------------------------ at the request of the Required Lenders shall, resign as Administrative Agent upon 10 30 days' notice to the Lenders and the BorrowerLenders. If the Administrative Agent shall resign as Administrative Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, Lenders which successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect be approved by the Borrower. If no successor agent is appointed prior to the Borrower shall have occurred Amendment Effective Date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed)Borrower, whereupon a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, Agent and the term "Administrative Agent" shall mean such successor agent effective upon such appointment and approval, and the former retiring Administrative Agent's rightsappointment, powers and duties as Administrative Agent shall be terminated. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, without the provisions of this Article IX and ----------- Sections 10.4 and 10.5 shall inure to its benefit as to any other actions taken or further act or deed on the part of such former -------------- ---- omitted to be taken by it while it was Administrative Agent or any of the parties to under this Agreement or any holders of the LoansAgreement. If no successor agent has accepted appointment as Administrative Agent by the date that which is 10 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 assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent's resignation Notwithstanding the foregoing, however, BofA may not be removed as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement unless BofA shall also simultaneously be replaced as "LC Administrator" hereunder pursuant to documentation in form and the other Loan Documents. Co-Documentation Agents and Co-Syndication Agents. None of the Co-Documentation Agents or the Co-Syndication Agents shall have any duties or responsibilities hereunder in its capacity as such. MISCELLANEOUSsubstance reasonably satisfactory to BofA.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 10 days' Business Days’ notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a9(a) or Section 8(f9(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term "“Administrative Agent" ” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent's ’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days Business 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 assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. The Syndication Agent and/or the Initial Syndication Agent may, at any time, by notice to the Lenders and the Administrative Agent, resign as Syndication Agent or Initial Syndication Agent hereunder, as the case may be, whereupon the duties, rights, obligations and responsibilities of such Syndication Agent or Initial Syndication Agent hereunder, as the case may be, shall automatically be assumed by, and inure to the benefit of, the Administrative Agent, without any further act by the Syndication Agent, the Initial Syndication Agent, the Administrative Agent or any Lender. After any retiring Administrative Agent's ’s resignation as Administrative Agent, the provisions of this Section 9 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. Co-Documentation Agents and Co-Syndication Agents. None of the Co-Documentation Agents or the Co-Syndication Agents shall have any duties or responsibilities hereunder in its capacity as such. MISCELLANEOUS.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 10 at any time by giving thirty (30) days' ’ written notice thereof to the Lenders and the BorrowerBorrower Representative. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan DocumentsUpon any such resignation, then the Required Lenders shall appoint from among have the Lenders a successor agent for the Lendersright, which successor agent shall with (unless an so long as no Event of Default under Section 8(ahas occurred and is continuing) or Section 8(f) with respect to the consent of the Borrower shall have occurred and be continuing) be subject Representative (not to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within thirty (30) days after the retiring Administrative Agent’s giving of notice of resignation or the Required Lenders’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States or of 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 US 7362483v.35 Agent, such successor agent Administrative Agent shall succeed to and become vested with all the rights, powers powers, discretion, privileges and duties of the retiring Administrative Agent, and the term "Administrative Agent" shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent's rights, powers and duties as retiring Administrative Agent shall be terminated, without any other or further act or deed on discharged from its duties and obligations under the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the LoansLoan Documents. If no successor agent has accepted appointment as Administrative Agent by the date that within forty-five (45) days after written notice is 10 days following a retiring Administrative Agent's notice given of resignation, the retiring Administrative Agent's ’s resignation or removal under this Section 7.06 no successor Administrative Agent shall nevertheless thereupon have been appointed and shall have accepted such appointment, then on such forty-fifth (45th) day (a) the retiring Administrative Agent’s resignation or removal shall become effective, (b) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (c) the Required Lenders shall assume and thereafter perform all of the duties of the retiring Administrative Agent hereunder under the Loan Documents until such time, if any, as the Required Lenders appoint a successor agent Agent as provided for above. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative AgentAgent shall have become effective, the provisions of this Section 9 Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. Co-Documentation Agents and Co-Syndication Agents. None of the Co-Documentation Agents or the Co-Syndication Agents shall have any duties or responsibilities hereunder in its capacity as such. MISCELLANEOUSAgreement.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 10 days' notice to the Lenders and the Borrower. In addition, if at any time the Administrative Agent's Revolving Commitments are reduced to zero and the Administrative Agent is no longer a Lender hereunder, then the Required Lenders may remove the Administrative Agent upon 10 days' notice to the Administrative Agent and the Borrower. If the Administrative Agent shall resign or be removed as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term "Administrative Agent" shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent's rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 30 days following a retiring Administrative Agent's notice of resignationresignation or the Required Lenders' notice of removal, the retiring Administrative Agent's resignation resignation, or the Required Lenders' notice of removal, as the case may be, shall nevertheless thereupon become effective, effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent's resignation as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. Co-Documentation Agents and Co-Syndication Agents. None of the Co-Documentation Agents or the Co-Syndication Agents shall have any duties or responsibilities hereunder in its capacity as such. MISCELLANEOUS.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 10 days' ’ notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a7(a) or Section 8(f7(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term "“Administrative Agent" ” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent's ’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent's ’s notice of resignation, the retiring Administrative Agent's ’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent's ’s resignation as Administrative Agent, the provisions of this Section 9 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. Co-Documentation Agents and Co-Syndication Agents. None Without limiting the foregoing, none of the Co-Documentation Agents or the Co-Syndication Agents Lenders shall have or be deemed to have a fiduciary relationship with any duties other Lender. The Lenders are not partners or responsibilities hereunder co-venturers, and no Lender shall be liable for the acts or omissions of, or (except as otherwise set forth herein in its capacity as such. MISCELLANEOUScase of the Administrative Agent) authorized to act for, any other Lender.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 10 30 days' ’ notice to the Lenders Lenders; provided that any such resignation by Bank of America shall also constitute its resignation as Issuing Lender and the BorrowerSwing Line Lender. If the Administrative Agent shall resign as Administrative Agent resigns under this Agreement and Agreement, the other Loan Documents, then the Required Requisite Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, which successor administrative agent shall (unless be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 8(a) or Section 8(f) with respect to (which consent of the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, whereupon the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, the Person acting as such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, Issuing Lender and Swing Line Lender and the term "respective terms “Administrative Agent" ,” “Issuing Lender” and “Swing Line Lender” shall mean such successor agent effective upon such appointment administrative agent, Letter of Credit issuer and approvalswing line lender, and the former retiring Administrative Agent's rights’s appointment, powers and duties as Administrative Agent shall be terminated and the retiring Issuing Lender’s and Swing Line Lender’s rights, powers and duties as such shall be terminated, without any other or further act or deed on the part of such former Administrative Agent retiring Issuing Lender or Swing Line Lender or any other Lender, other than the obligation of the parties successor Issuing Lender to this Agreement or any holders issue letters of credit in substitution for the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent's notice Letters of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such timeCredit, if any, as outstanding at the Required Lenders appoint a successor agent as provided for abovetime of such succession or to 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. After any retiring Administrative Agent's ’s resignation hereunder as Administrative Agent, the provisions of this Section 9 Article 10 and Sections 11.3 and 11.11 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement 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 retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the other Loan Documents. Co-Documentation Agents and Co-Syndication Agents. None Lenders shall perform all of the Co-Documentation Agents or duties of the Co-Syndication Agents shall have any duties or responsibilities Administrative Agent hereunder in its capacity until such time, if any, as such. MISCELLANEOUSthe Requisite Lenders appoint a successor agent as provided for above.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent and Collateral Agent upon 10 30 days' ’ notice to the Lenders and the Parent Borrower. If the Administrative Agent shall resign as Administrative Agent and Collateral Agent under this Agreement and the other Loan Documents, then the Required Lenders Borrowers shall appoint from among have the Lenders a successor agent for the Lenders, which successor agent shall right (unless an so long as no Event of Default under Section 8(a7.01(b), (c), (h) or Section 8(f(i) with respect to the Borrower shall have occurred and be continuing) be , in which case the Required Lenders shall have the sole right), subject to approval by the Borrower (reasonable consent of the Required Lenders, to appoint a successor which approval shall not be unreasonably withheld have an office in the United States of America, or delayed)an Affiliate of any such successor with an office in the United States of America, whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent and Collateral Agent, and the term "“Administrative Agent" ” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent's ’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 30 days following a retiring Administrative Agent's ’s notice of resignation, the retiring Administrative Agent's ’s resignation shall nevertheless thereupon become effectiveeffective (except in the case of the Collateral Agent holding collateral security on behalf of such Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed), and the Lenders shall assume and perform all of the duties of the Administrative Agent and Collateral Agent hereunder until such time, if any, as the Borrowers or the Required Lenders (as provided above) appoint a successor agent as provided for above. After any retiring Administrative Agent's ’s resignation as Administrative Agent, the provisions of this Section 9 8.09 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. Co-Documentation Agents and Co-Syndication Agents. None Any entity into which the Administrative Agent or the Collateral Agent may be merged or converted or with which it may be consolidated, or any entity resulting from any merger, conversion or consolidation to which the Administrative Agent or the Collateral Agent shall be a party, or any entity succeeding to all or substantially all the corporate trust or agency business of the Co-Documentation Agents Administrative Agent or the Co-Syndication Agents Collateral Agent, shall have any duties be the successor of the Administrative Agent or responsibilities hereunder in its capacity the Collateral Agent, as such. MISCELLANEOUSapplicable, hereunder.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 10 days' notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a9(a) or Section 8(f9(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term "Administrative Agent" shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent's rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 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 assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders and, if applicable, the Borrower appoint a successor agent as provided for above. The Syndication Agent and each of the Documentation Agents may, at any time, by notice to the Lenders and the Administrative Agent, resign as Syndication Agent or Documentation Agent, as the case may be, hereunder, whereupon the duties, rights, obligations and responsibilities of the Syndication Agent or Documentation Agent, as the case may be, hereunder shall automatically be assumed by, and inure to the benefit of, the Administrative Agent, without any further act by the Syndication Agent or Documentation Agent, as the case may be, the Administrative Agent or any Lender. After any retiring Administrative Agent's resignation as Administrative Agent, the provisions of this Section 9 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. Co-Documentation Agents and Co-Syndication Agents. None of the Co-Documentation Agents or the Co-Syndication Agents shall have any duties or responsibilities hereunder in its capacity as such. MISCELLANEOUS.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 10 30 days' notice to the Lenders Lenders; provided that any such resignation by Bank of America shall also constitute its resignation as L/C Issuer and the BorrowerSwing Line Lender. If the Administrative Agent shall resign as Administrative Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, which successor administrative agent shall (unless be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 8(a) or Section 8(f) with respect to (which consent of the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, whereupon the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, the Person acting as such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, L/C Issuer and Swing Line Lender and the term respective terms "Administrative Agent," "L/C Issuer" and "Swing Line Lender" shall mean such successor agent effective upon such appointment administrative agent, Letter of Credit issuer and approvalSwing Line Lender, and the former retiring Administrative Agent's appointment, powers and duties as Administrative Agent shall be terminated and the retiring L/C Issuer's and Swing Line Lender's rights, powers and duties as Administrative Agent such shall be terminated, without any other or further act or deed on the part of such former retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation of the successor L/C Issuer to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, the provisions of this ARTICLE X and SECTIONS 11.04 and 11.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent or any of the parties to under this Agreement or any holders of the LoansAgreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date that which is 10 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 assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent's resignation as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. Co-Documentation Agents and Co-Syndication Agents. None of the Co-Documentation Agents or the Co-Syndication Agents shall have any duties or responsibilities hereunder in its capacity as such. MISCELLANEOUS.

Successor Administrative Agent. The Administrative Agent may xxx, and at the request of the Requisite Xxxxxxx shall, resign as Administrative Agent upon 10 days' reasonable notice to the Lenders Credit Facility Xxxxxxx and the Borrower, effective upon acceptance of appointment by a successor Administrative Agent. If the Administrative Agent shall resign as Administrative Agent under this Agreement and Agreement, the other Loan Documents, then the Required Requisite Lenders shall appoint from among the Credit Facility Lenders a successor agent Administrative Agent for the Credit Facility Lenders, which successor agent Administrative Agent shall be approved by Xxxxxxxx (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which such approval shall not be unreasonably withheld or delayed)) unless an Event of Default has then occurred and is continuing. If no successor Administrative Agent is appointed prior to the effective date of the resignation of Administrative Agent, whereupon Administrative Agent may appoint, after consulting with Credit Facility Lenders and Xxxxxxxx, a successor Administrative Agent from among Credit Xxxxxxxx Xxxxxxx. Upon the acceptance of its appointment as successor Administrative Agent hereunder, such successor agent Administrative Agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, Agent and the term "“Administrative Agent" ” shall mean such successor agent effective upon such appointment and approval, Administrative Agent and the former retiring Administrative Agent's rights’s appointment, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent's ’s resignation hereunder as Administrative Agent, the provisions of this Section 9 13, and Section 12.3, 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 Agreement. Notwithstanding the foregoing, if (a) Administrative Agent has not been paid those fees referenced in Section 2.6.3 or has not been reimbursed for any expense reimbursable to it under Sections 12.2 or 12.3, in either case for a period of at least one (1) year and (b) no successor Administrative Agent has accepted appointment as Administrative Agent by the other Loan Documents. Co-Documentation Agents date which is thirty (30) days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and Co-Syndication Agents. None Credit Facility Lenders shall perform all of the Co-Documentation Agents or duties of Administrative Agent hereunder until such time, if any, as the Co-Syndication Agents Requisite Lenders appoint a successor Administrative Agent as provided for above. Any resignation by MUFG Bank, Ltd. as Administrative Agent pursuant to this Section shall have any duties or responsibilities hereunder in also constitute its capacity resignation as such. MISCELLANEOUSXxxxxxx Xxxxxx (with respect to the portion of the Letter of Credit

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 10 30 days' prior written notice to the Lenders Borrower and the BorrowerLenders provided there exists at such time Lenders other than the Initial Lender. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Requisite Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval approved by the Borrower (which such approval shall not to be unreasonably withheld withheld) so long as no Default or delayed)Event of Default has occurred and is continuing, whereupon such successor administrative agent shall succeed to the rights, powers and duties of the Administrative Agent, and the 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 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 LoansRevolving Notes. If no successor Administrative Agent has accepted appointment as Administrative Agent within thirty (30) days after the retiring Administrative Agent's giving notice of resignation, the retiring Administrative Agent shall have the right, on behalf of the Lenders, to appoint a successor administrative agent, which successor shall be approved by the Borrower (such approval not to be unreasonably withheld) so long as no Default or Event of Default has occurred and is continuing; provided that such successor administrative agent has minimum capital and surplus of at least $50,000,000. If no successor administrative agent has accepted appointment as Administrative Agent by within sixty (60) days after the date that is 10 days following a retiring Administrative Agent's giving notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective, effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Requisite Lenders appoint a successor administrative agent as provided for above. After any retiring Administrative Agent's resignation as Administrative Agent, the indemnification provisions of this Section 9 Agreement and the other Loan Documents and the provisions of this Article VI shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. Co-Documentation Agents and Co-Syndication Agents. None of the Co-Documentation Agents or the Co-Syndication Agents shall have any duties or responsibilities hereunder in its capacity as such. MISCELLANEOUSAgreement.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 10 30 days' ’ notice to the Lenders and Lenders; provided that any such resignation by JPMorgan shall also constitute its resignation as the BorrowerL/C Issuer for the Revolving Borrowers. The Administrative Agent may not be removed without its consent. If the Administrative Agent shall resign as Administrative Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, which successor administrative agent shall (unless an Event be consented to by Mxxxxxx-Xxxxxx International at all times other than during the existence of a Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval consent of Mxxxxxx- Xxxxxx International 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, whereupon the Administrative Agent may appoint, after consulting with the Lenders and Mxxxxxx-Xxxxxx International, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, the Person acting as such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and L/C Issuer for the Revolving Borrowers and the respective terms “Administrative Agent, ” and the term "Administrative Agent" “L/C Issuer” shall mean such successor administrative agent effective upon such appointment and approval, Letter of Credit issuer for the Revolving Borrowers and the former retiring Administrative Agent's rights’s appointment, powers and duties as Administrative Agent shall be terminated and such 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 former 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 of 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 Agent or any of the parties to under this Agreement or any holders of the LoansAgreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date that which is 10 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 assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent's resignation as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. Co-Documentation Agents and Co-Syndication Agents. None of the Co-Documentation Agents or the Co-Syndication Agents shall have any duties or responsibilities hereunder in its capacity as such. MISCELLANEOUS.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 10 30 days' ’ notice to the Lenders Lenders; provided that any such resignation by Bank of America shall also constitute its resignation as L/C Issuer and the BorrowerSwing Line Lender. If the Administrative Agent shall resign as Administrative Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, which successor administrative agent shall (unless be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 8(a) or Section 8(f) with respect to (which consent of the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, whereupon the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, the Person acting as such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, L/C Issuer and Swing Line Lender and the term "respective terms “Administrative Agent" ,” “L/C Issuer” and “Swing Line Lender” shall mean such successor agent effective upon such appointment administrative agent, Letter of Credit issuer and approvalswing line lender, and the former retiring Administrative Agent's rights’s appointment, powers and duties as Administrative Agent shall be terminated and the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such shall be terminated, without any other or further act or deed on the part of such former retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation of the successor L/C Issuer to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article IX and Sections 10.04 and 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent or any of the parties to under this Agreement or any holders of the LoansAgreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date that which is 10 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 assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent's resignation as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. Co-Documentation Agents and Co-Syndication Agents. None of the Co-Documentation Agents or the Co-Syndication Agents shall have any duties or responsibilities hereunder in its capacity as such. MISCELLANEOUS.

Successor Administrative Agent. The Administrative Agent may may, ------------------------------ and at the request of the Requisite Lenders shall, resign as Administrative Agent (i) upon 10 30 days' notice to the Lenders Borrower and the BorrowerLenders or (ii) if the Administrative Agent determines that for it to continue as Administrative Agent would result in a conflict of interest affecting the Administrative Agent, or would create an unacceptable risk of significant liability of the Administrative Agent to a third party, or would otherwise be inadvisable under prevailing standards of banking prudence, at any time, and effective immediately upon written notice to Borrower and the Lenders. If the Administrative Agent shall resign as Administrative Agent under this Agreement and so resigns, (a) the other Loan Documents, then the Required Requisite Lenders shall appoint a successor Administrative Agent, who must be from among the Lenders a successor agent for the Lenders, which successor agent shall (and reasonably acceptable to Borrower unless an Event of Default under Section 8(a) or Section 8(f) with respect exists), provided that any resigning Administrative --------- Agent shall be entitled to appoint a successor Administrative Agent from among the Borrower shall have occurred and be continuing) be Lenders, subject to approval acceptance of appointment by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such that successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and if the term "Administrative Agent" shall mean such Requisite Lenders have not appointed a successor agent effective upon such appointment and approval, and the former Administrative Agent's rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on within 30 days after the part of such former date the resigning Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent's gave notice of resignation, the retiring Administrative Agent; (b) upon a successor's resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all acceptance of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent's resignation appointment as Administrative Agent, the provisions successor will thereupon succeed to and become vested with all the rights, powers, privileges and duties of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the resigning Administrative Agent or the removed Administrative Agent; and (c) upon the effectiveness of any resignation, the resigning Administrative Agent thereupon will be discharged from its duties and obligations thereafter arising under this Agreement the Loan Documents other than obligations arising as a result of any action or inaction of the resigning Administrative Agent prior to the effectiveness of such resignation. Upon any resignation of Bank of America (or any successor Administrative Agent) as Administrative Agent, Bank of America (or such successor) shall be deemed to have concurrently resigned as Issuing Lender with respect to the issuance of any further Letters of Credit hereunder (including without limitation the extension of the expiration of any outstanding Letter of Credit), and the other Loan Documents. Co-Documentation Agents successor Administrative Agent shall (i) be deemed concurrently appointed as Issuing Lender, and Co-Syndication Agents. None (ii) shall promptly issue Letters of the Co-Documentation Agents Credit to replace or the Co-Syndication Agents shall have support any duties or responsibilities hereunder in its capacity as such. MISCELLANEOUSoutstanding Letters of Credit issued by Bank of America.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 10 days' ’ notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a9(a) or Section 8(f9(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term "“Administrative Agent" ” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent's ’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 ten 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 assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders and, if applicable, the Borrower appoint a successor agent as provided for above. The Syndication Agent and each of the Co-Documentation Agents may, at any time, by notice to the Lenders and the Administrative Agent, resign as Syndication Agent or Documentation Agent, as the case may be, hereunder, whereupon the duties, rights, obligations and responsibilities of the Syndication Agent or Documentation Agent, as the case may be, hereunder shall automatically be assumed by, and inure to the benefit of, the Administrative Agent, without any further act by the Syndication Agent or Documentation Agent, as the case may be, the Administrative Agent or any Lender. After any retiring Administrative Agent's ’s resignation as Administrative Agent, the provisions of this Section 9 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. Co-Documentation Agents and Co-Syndication Agents. None of the Co-Documentation Agents or the Co-Syndication Agents shall have any duties or responsibilities hereunder in its capacity as such. MISCELLANEOUS.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 10 30 days' notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a7.1(a) or Section 8(f7.1(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term "Administrative Agent" shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent's rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 30 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Any of the Co-Syndication Agents may, at any time, by notice to the Lenders and the Administrative Agent, resign as Co-Syndication Agent hereunder, whereupon the duties, rights, obligations and responsibilities of such Co-Syndication Agent hereunder shall automatically be assumed by, and inure to the benefit of, the remaining Co-Syndication Agent, or if none, the Administrative Agent, without any further act by any Co-Syndication Agent, the Administrative Agent or any Lender. After any retiring Administrative Agent's resignation as Administrative Agent, the provisions of this Section 9 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. Co-Documentation Agents and Co-Syndication Agents. None of the Co-Documentation Agents or the Co-Syndication Agents shall have any duties or responsibilities hereunder in its capacity as such. MISCELLANEOUS.

Successor Administrative Agent. The Administrative ------------------------------ Agent may may, and at the request of the Required Lenders shall, resign as Administrative Agent upon 10 30 days' notice to the Lenders and the BorrowerLenders. If the Administrative Agent shall resign as Administrative Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders (with, so long as no Event of Default exists, the consent of the Company, which shall not be unreasonably withheld or delayed) shall appoint from among the Lenders a successor administrative agent for the Lenders, which . If no successor administrative agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect is appointed prior to the Borrower shall have occurred effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed)Company, whereupon a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, Agent and the term "Administrative Agent" shall mean such successor administrative agent effective upon such appointment and approval, and the former retiring Administrative Agent's rightsappointment, powers and duties as Administrative Agent shall be terminated. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, without the provisions of this Article X and --------- Sections 11.4 and 11.5 shall inure to its benefit as to any other ------------- ---- actions taken or further act or deed on the part of such former omitted to be taken by it while it was Administrative Agent or any of the parties to under this Agreement or any holders of the LoansAgreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date that which is 10 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 assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor administrative agent as provided for above. After any retiring Administrative Agent's resignation Notwithstanding the foregoing, however, BofA may not be removed as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and at the other Loan Documents. Co-Documentation Agents and Co-Syndication Agents. None request of the Co-Documentation Agents or the Co-Syndication Agents Required Lenders unless BofA and any applicable Affiliate thereof shall have any duties or responsibilities also simultaneously be replaced as Swing Line Lender and as an "Issuing Lender" hereunder pursuant to documentation in its capacity as such. MISCELLANEOUSform and substance reasonably satisfactory to BofA.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 10 days' ’ notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term "“Administrative Agent" ” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent's ’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 101 or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent's ’s notice of resignation, the retiring Administrative Agent's ’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. The Syndication Agent may, at any time, by notice to the Lenders and the Administrative Agent, resign as Syndication Agent hereunder, whereupon the duties, rights, obligations and responsibilities of the Syndication Agent hereunder shall automatically be assumed by, and inure to the benefit of, the Administrative Agent, without any further act by the Syndication Agent, the Administrative Agent or any Lender. After any retiring Administrative Agent's ’s resignation as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. Co-Documentation Agents and Co-Syndication Agents. None of the Co-Documentation Agents or the Co-Syndication Agents shall have any duties or responsibilities hereunder in its capacity as such. MISCELLANEOUS.