Common use of Successor Administrative Agent Clause in Contracts

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 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 upon any such resignation, the Required Lenders shall have the right to appoint a successor, which successor agent shall (unless an Event of Default under Section 8.1(a) or Section 8.1(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 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 shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Lender, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason). Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.5 shall continue in effect for the benefit of such retiring Administrative Agent in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall 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 a successor agent is appointed as provided for above.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ notice to the Lenders and the BorrowerCompany. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon any such resignation, the Required Lenders shall have appoint from among the right to appoint Lenders a successorsuccessor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8.1(a8(a) or Section 8.1(g8(e) with respect to the Borrower Company shall have occurred and be continuing) be subject to approval by the Borrower Company (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 shall have been so appointed agent has accepted appointment as Administrative Agent by the Required Lenders and shall have accepted such appointment within thirty (30) date that is 30 days after the following a retiring Administrative Agent gives Agent’s notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and with the Issuing Lender, appoint a successor Administrative Agent consent of the Company (such consent not to be unreasonably withheld or delayed and which consent shall not be a bank with an office in New York, New York, or an Affiliate of any such bank, which successor agent shall (unless (i) required if an Event of Default under Section 8.1(a8(a) or Section 8.1(g8(e) with respect to the Borrower Company shall have occurred and be continuing continuing), appoint a successor Administrative Agent, which shall be a commercial bank organized or (ii) such successor agent is licensed under the laws of the United States of America or of any State thereof and having a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason)combined capital and surplus of at least $500 million. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successorunder this Agreement. After the any retiring Administrative Agent’s resignation hereunderas Administrative Agent, the provisions of this Article and Section 10.5 9 shall continue in effect for the inure to its benefit of such retiring Administrative Agent in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, under this Agreement and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as a successor agent is appointed as provided for aboveother Loan Documents.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent and Collateral Agent under this Agreement and the other Loan Documents upon 30 days’ notice to the Lenders and the Borrower. If Any such resignation by the Administrative Agent hereunder shall resign also constitute its resignation as an Issuing Bank and the Swingline Lender, as applicable, in which case the resigning Administrative Agent under this Agreement (x) shall not be required to issue any further Letters of Credit or make any additional Swingline Loans hereunder and (y) shall maintain all of its rights as Issuing Bank or Swingline Lender, as the other Loan Documentscase may be, then upon with respect to any Letters of Credit issued by it, or Swingline Loans made by it, prior to the date of such resignation. Upon any such resignation, then the Required Lenders shall have the right right, subject to appoint a successor, which successor agent shall the reasonable consent of the Borrower (unless an so long as no Event of Default under Section 8.1(a7.01(b), (c), (h) or Section 8.1(g(i) with respect to the Borrower shall have occurred and be continuing) ), to appoint a successor which shall be subject to approval by a bank with an office in the Borrower (which approval shall not be unreasonably withheld United States, or delayed)an Affiliate of any such bank with an office in the United States, 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 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 shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Lender, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason). Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.5 shall continue in effect for the benefit of such retiring Administrative Agent in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall 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 Required Lenders appoint a successor agent is appointed as provided for above. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Article VIII and Section 9.05 shall inure to its benefit as to any actions taken or omitted to be taken by it, its Subagents and their respective Related Parties while it was Administrative Agent under this Agreement and the other Loan Documents.

Successor Administrative Agent. (a) The Administrative Agent may resign as Administrative Agent upon 30 days’ at any time give notice of its resignation to the Lenders Lenders, the LC Issuing Banks and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon Upon receipt of any such notice of resignation, the Required Majority Lenders shall have the right to appoint a successorright, which successor agent shall (unless an Event with the consent of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall such consent not to be unreasonably withheld or delayed), whereupon such successor agent to appoint a successor, which shall succeed to be a bank with an office in the rightsUnited States of America and a combined capital and surplus of at least $500,000,000; provided that, powers and duties the consent of the Administrative AgentBorrower shall not be required if an Event of Default, or an event that would constitute an Event of Default with notice or lapse of time or both, has occurred 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 Loansis continuing. If no such successor shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Administrative Agent gives notice of its resignationresignation (or such earlier day as shall be agreed by the Majority Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent maymay (but shall not be obligated to), on behalf of the Lenders and the LC Issuing LenderBanks, appoint a successor Administrative Agent which meeting the qualifications set forth above; provided that in no event shall any such successor Administrative Agent be a bank Defaulting Lender. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. (b) If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (v) of the definition thereof, the Majority Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and such Person remove such Person as Administrative Agent and, with the consent of the Borrower (such consent not to be unreasonably withheld or delayed), appoint a successor; provided that, the consent of the Borrower shall not be required if an office in New York, New YorkEvent of Default, or an Affiliate of any such bank, which successor agent shall (unless (i) event that would constitute an Event of Default under Section 8.1(awith notice or lapse of time or both, has occurred and is continuing. If no such successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Majority Lenders) or Section 8.1(g(the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) with respect The Majority Lenders may at any time, to the extent permitted by applicable law, by notice in writing to the Borrower shall have occurred and be continuing or (ii) to the Person serving as Administrative Agent remove such successor agent is a Lender) be subject to approval by Person as Administrative Agent and, with the consent of the Borrower (which approval such consent not to be unreasonably withheld or delayed), appoint a successor; provided that, the consent of the Borrower shall not be withheld required if an Event of Default, or delayed an event that would constitute an Event of Default with notice or lapse of time or both, has occurred and is continuing. If no such successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment by the Removal Effective Date, then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. On the Removal Effective Date, the Borrower shall pay in full all amounts due and payable to the removed Administrative Agent hereunder and under the other Loan Documents. (d) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) except for any indemnity payments owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each LC Issuing Bank directly, until such time, if any, as the Majority Xxxxxxx appoint a bona fide valid reason)successor Administrative Agent as provided for above. Upon the acceptance of its a successor’s appointment as Administrative Agent hereunder by a successorhereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Administrative Agent (other than any rights to indemnity payments owed to the retiring or removed Administrative Agent), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Loan Documents. The fees payable by any the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such the Borrower and such successor. After the retiring or removed Administrative Agent’s resignation hereunderor removal hereunder and under the other Loan Documents, the provisions of this Article and Section 10.5 8.04 shall continue in effect for the benefit of such retiring or removed Administrative Agent Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it the retiring or removed Administrative Agent was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall 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 a successor agent is appointed as provided for above.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 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 upon any such resignation, the Required Lenders shall have appoint from among the right to appoint Lenders a successorsuccessor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8.1(a8(a) or Section 8.1(g8(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 shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Lender, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason). Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.5 shall continue in effect for the benefit of such retiring Administrative Agent in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 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 is appointed 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 Agent’s resignation as 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 Agent under this Agreement and the other Loan Documents.

Successor Administrative Agent. (a) The Administrative Agent may resign as Administrative Agent upon 30 days’ at any time give notice of its resignation to the Lenders Lenders, the LC Issuing Banks and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon Upon receipt of any such notice of resignation, the Required Majority Lenders shall have the right to appoint a successorright, which successor agent shall (unless an Event with the consent of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall such consent not to be unreasonably withheld or delayed), whereupon such successor agent to appoint a successor, which shall succeed to be a bank with an office in the rightsUnited States of America and a combined capital and surplus of at least $500,000,000; provided that, powers and duties the consent of the Administrative AgentBorrower shall not be required if an Event of Default, or an event that would constitute an Event of Default with notice or lapse of time or both, has occurred 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 Loansis continuing. If no such successor shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Administrative Agent gives notice of its resignationresignation (or such earlier day as shall be agreed by the Majority Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent maymay (but shall not be obligated to), on behalf of the Lenders and the LC Issuing LenderBanks, appoint a successor Administrative Agent which meeting the qualifications set forth above; provided that in no event shall any such successor Administrative Agent be a bank Defaulting Lender. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. (b) If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (v) of the definition thereof, the Majority Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and such Person remove such Person as Administrative Agent and, with the consent of the Borrower (such consent not to be unreasonably withheld or delayed), appoint a successor; provided that, the consent of the Borrower shall not be required if an office in New York, New YorkEvent of Default, or an Affiliate of any such bank, which successor agent shall (unless (i) event that would constitute an Event of Default under Section 8.1(awith notice or lapse of time or both, has occurred and is continuing. If no such successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Majority Lenders) or Section 8.1(g(the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) with respect The Majority Lenders may at any time, to the extent permitted by applicable law, by notice in writing to the Borrower shall have occurred and be continuing or (ii) to the Person serving as Administrative Agent remove such successor agent is a Lender) be subject to approval by Person as Administrative Agent and, with the consent of the Borrower (which approval such consent not to be unreasonably withheld or delayed), appoint a successor; provided that, the consent of the Borrower shall not be withheld required if an Event of Default, or delayed an event that would constitute an Event of Default with notice or lapse of time or both, has occurred and is continuing. If no such successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment by the Removal Effective Date, then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. On the Removal Effective Date, the Borrower shall pay in full all amounts due and payable to the removed Administrative Agent hereunder and under the other Loan Documents. (d) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) except for any indemnity payments owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each LC Issuing Bank directly, until such time, if any, as the Majority Lenders appoint a bona fide valid reason)successor Administrative Agent as provided for above. Upon the acceptance of its a successor’s appointment as Administrative Agent hereunder by a successorhereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Administrative Agent (other than any rights to indemnity payments owed to the retiring or removed Administrative Agent), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Loan Documents. The fees payable by any the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such the Borrower and such successor. After the retiring or removed Administrative Agent’s resignation hereunderor removal hereunder and under the other Loan Documents, the provisions of this Article and Section 10.5 8.04 shall continue in effect for the benefit of such retiring or removed Administrative Agent Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it the retiring or removed Administrative Agent was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall 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 a successor agent is appointed as provided for above.

Successor Administrative Agent. 1. The Administrative Agent may resign as Administrative Agent upon 30 days’ at any time give notice of its resignation to the Lenders Lenders, the LC Issuing Banks and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon Upon receipt of any such notice of resignation, the Required Majority Lenders shall have the right to appoint a successorright, which successor agent shall (unless an Event with the consent of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall such consent not to be unreasonably withheld or delayed), whereupon such successor agent to appoint a successor, which shall succeed to be a bank with an office in the rightsUnited States of America and a combined capital and surplus of at least $500,000,000; provided that, powers and duties the consent of the Administrative AgentBorrower shall not be required if an Event of Default, or an event that would constitute an Event of Default with notice or lapse of time or both, has occurred 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 Loansis continuing. If no such successor shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Administrative Agent gives notice of its resignationresignation (or such earlier day as shall be agreed by the Majority Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent maymay (but shall not be obligated to), on behalf of the Lenders and the LC Issuing LenderBanks, appoint a successor Administrative Agent which meeting the qualifications set forth above; provided that in no event shall any such successor Administrative Agent be a bank Defaulting Lender. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. 2. If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (v) of the definition thereof, the Majority Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and such Person remove such Person as Administrative Agent and, with the consent of the Borrower (such consent not to be unreasonably withheld or delayed), appoint a successor; provided that, the consent of the Borrower shall not be required if an office in New York, New YorkEvent of Default, or an Affiliate of any such bank, which successor agent shall (unless (i) event that would constitute an Event of Default under Section 8.1(awith notice or lapse of time or both, has occurred and is continuing. If no such successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Majority Lenders) or Section 8.1(g) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with respect such notice on the Removal Effective Date. 3. The Majority Lenders may at any time, to the extent permitted by applicable law, by notice in writing to the Borrower shall have occurred and be continuing or (ii) to the Person serving as Administrative Agent remove such successor agent is a Lender) be subject to approval by Person as Administrative Agent and, with the consent of the Borrower (which approval such consent not to be unreasonably withheld or delayed), appoint a successor; provided that, the consent of the Borrower shall not be withheld required if an Event of Default, or delayed an event that would constitute an Event of Default with notice or lapse of time or both, has occurred and is continuing. If no such successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment by the Removal Effective Date, then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. On the Removal Effective Date, the Borrower shall pay in full all amounts due and payable to the removed Administrative Agent hereunder and under the other Loan Documents. 4. With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) except for any indemnity payments owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each LC Issuing Bank directly, until such time, if any, as the Majority Lenders appoint a bona fide valid reason)successor Administrative Agent as provided for above. Upon the acceptance of its a successor’s appointment as Administrative Agent hereunder by a successorhereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Administrative Agent (other than any rights to indemnity payments owed to the retiring or removed Administrative Agent), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Loan Documents. The fees payable by any the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such the Borrower and such successor. After the retiring or removed Administrative Agent’s resignation hereunderor removal hereunder and under the other Loan Documents, the provisions of this Article and Section 10.5 8.04 shall continue in effect for the benefit of such retiring or removed Administrative Agent Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it the retiring or removed Administrative Agent was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall 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 a successor agent is appointed as provided for above.

Successor Administrative Agent. The Administrative Agent may resign at any time as Administrative Agent upon 30 days’ under the Loan Documents by giving written notice thereof to the Lenders and the Borrower. If In addition, in the event of a material breach of its duties hereunder, the Administrative Agent shall resign may be removed as Administrative Agent under this Agreement and the Loan Documents at any time by all Lenders (other Loan Documentsthan the Lender then acting as Administrative Agent) and, then provided no Default or Event of Default exists, the Borrower upon 30-days’ prior notice. Upon any such resignationresignation or removal, the Required Requisite Lenders (which, in the case of the removal of the Administrative Agent as provided in the immediately preceding sentence, shall be determined without regard to the Commitment of the Lender then acting as Administrative Agent) shall have the right to appoint a successorsuccessor Administrative Agent which appointment shall, which successor agent shall (unless an provided no Default or Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing) exists, be subject to approval by the Borrower (Borrower’s approval, which approval shall not be unreasonably withheld or delayed)delayed (except that the Borrower shall, whereupon such in all events, be deemed to have approved each Lender and any of its affiliates as a 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 Administrative Agent shall have been so appointed by in accordance with the Required Lenders immediately preceding sentence, and shall have accepted such appointment appointment, within thirty (30) days after the retiring current Administrative Agent gives Agent’s giving of notice of its resignation, then the retiring current Administrative Agent may, on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Administrative Agent Agent, which shall be a bank with Lender, if any Lender shall be willing to serve, and otherwise shall be an office in New York, New York, or an Affiliate of any such bank, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason)Eligible Assignee. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring current Administrative Agent, and the retiring current Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be under the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successorLoan Documents. After the any Administrative Agent’s resignation hereunderhereunder as Administrative Agent, the provisions of this Article and Section 10.5 XII. shall continue in effect for the to inure to its benefit of such retiring Administrative Agent in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by under the date that is 30 days following a retiring Administrative Agent’s notice of resignationLoan Documents. Notwithstanding anything contained herein to the contrary, 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 a successor agent is appointed as provided for abovemay assign its rights and duties under the Loan Documents to any of its affiliates by giving the Borrower and each Lender prior written notice.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 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 upon any such resignation, the Required Lenders shall have the right to appoint a successor, which successor agent shall (unless an Event of Default under Section 8.1(a) or Section 8.1(g(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 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 Revolving Loans. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Lender, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g(g) with respect to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason). Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article Section 9 and Section 10.5 shall continue in effect for the benefit of such retiring Administrative Agent in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall 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 a successor agent is appointed as provided for above.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ notice to the Lenders and the BorrowerCompany. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon any such resignation, the Required Lenders shall have appoint from among the right to appoint Lenders a successorsuccessor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8.1(a8(a) or Section 8.1(g8(f) with respect to the Borrower Company shall have occurred and be continuing) be subject to approval by the Borrower Company (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 shall have been so appointed agent has accepted appointment as Administrative Agent by the Required Lenders and shall have accepted such appointment within thirty (30) date that is 30 days after the following a retiring Administrative Agent gives Agent’s notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and with the Issuing Lender, appoint a successor Administrative Agent which shall consent of the Company (such consent not to be a bank with an office in New York, New York, or an Affiliate of any such bankunreasonably withheld and, which successor agent consent, shall (unless (i) not be required if an Event of Default under Section 8.1(a8(a) or Section 8.1(g8(f) with respect to the Borrower Company shall have occurred and be continuing continuing), appoint a successor Administrative Agent, which shall be a commercial bank organized or (ii) such successor agent is licensed under the laws of the United States of America or of any State thereof and having a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason)combined capital and surplus of at least $500,000,000. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successorunder this Agreement. After the any retiring Administrative Agent’s resignation hereunderas Administrative Agent, the provisions of this Article and Section 10.5 9 shall continue in effect for the inure to its benefit of such retiring Administrative Agent in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, under this Agreement and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as a successor agent is appointed as provided for aboveother Loan Documents.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 thirty (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 upon any such resignation, the Required Lenders shall have appoint from among the right to appoint Lenders a successorsuccessor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8.1(a7.1(a) or Section 8.1(g7.1(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 shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Lender, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason). Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.5 shall continue in effect for the benefit of such retiring Administrative Agent in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 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 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 is appointed 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 Agent’s resignation as Agent, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement and the other Loan Documents.

Successor Administrative Agent. (a) The Administrative Agent may resign as Administrative Agent upon 30 at any time by giving at least ninety (90) days’ written notice thereof to the Lenders Funding Agents, the Transferor and the BorrowerXxxxx. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon Upon any such resignation, the Required Lenders Owners shall have the right to appoint a successor, which successor agent shall (unless an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing) be subject to approval Administrative Agent approved by the Borrower Transferor (which approval shall will 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 Administrative Agent shall have been so appointed by the Required Lenders Owners (and approved by the Transferor) and shall have accepted such appointment within thirty ninety (3090) days after the retiring Administrative Agent gives Agent’s giving of notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders Owners and the Issuing LenderFunding Agents, appoint a successor Administrative Agent which shall be a bank with an office in New Yorkwhich, New York, or if such successor Administrative Agent is not an Affiliate of any such bankof the Funding Agents, is approved by the Transferor (which approval will not be unreasonably withheld or delayed), and which successor agent Administrative Agent shall be (unless x) either (i) an Event a commercial bank having a combined capital and surplus of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or at least $250,000,000, (ii) an Affiliate of such successor agent is a Lenderbank, or (iii) an Affiliate of Royal Bank of Canada, and (y) experienced in the types of transactions contemplated by this Agreement. (b) The Owners, acting unanimously through their respective Funding Agents (excluding the Administrative Agent and the related Funding Agent and Owner), may replace the Administrative Agent by giving written notice to the Administrative Agent. Any such replacement Administrative Agent shall be appointed and subject to the prior written approval by of all Owners (excluding the Borrower (Administrative Agent and the related Funding Agent and Owner), which approval shall not be unreasonably withheld or delayed delayed. The replacement Administrative Agent shall notify the Transferor and the Servicer of such replacement. (c) The Transferor may replace the Administrative Agent by giving written notice to the Borrower except for Administrative Agent, the Funding Agents and Xxxxx at least one hundred twenty (120) days prior to the then current Scheduled Expiry Date. Any such replacement Administrative Agent shall be subject to the prior written approval of the Required Owners, which approval shall not be unreasonably withheld or delayed. If the Required Owners have not approved a bona fide valid reasonreplacement Administrative Agent on or before the then current Scheduled Expiry Date, the Administrative Agent shall continue to serve in such capacity until it resigns in accordance with Section 10.7(a) or is replaced in accordance with this Section 10.7(c). . (d) Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or replaced Administrative Agent, and the retiring or replaced Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successorunder this Agreement. After the any retiring or replaced Administrative Agent’s resignation hereunderor replacement hereunder as Administrative Agent, the provisions of this Article and Section 10.5 X shall continue in effect for the inure to its benefit of such retiring Administrative Agent in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall 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 a successor agent is appointed as provided for aboveunder this Agreement.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ at any time by giving thirty (30) days prior written notice thereof to the Lenders and Borrowers, subject to appointment of a successor Administrative Agent (and such appointees acceptance of appointment) as below provided in this Section 10.10. Additionally, the BorrowerAdministrative Agent may be removed for cause by all of the Lenders (other than the Administrative Agent, if the Administrative Agent is then a Lender), if removal or resignation, as applicable, is requested in writing (which wording must specifically identify the “cause” for removal), and ten (10) days’ prior written notice of removal or resignation is provided to the Administrative Agent and Borrowers. If Upon any such resignation or removal, the Required Lenders shall, on behalf of the Lenders, immediately appoint, as its successor, another Lender; provided that such Lender is a commercial bank or trust company organized under the laws of the United States of America or any State thereof and has a combined capital and surplus of at least Five Hundred Million and No/100 Dollars ($500,000,000.00) (a “Qualifying Person”). In such event, the Administrative Agent’s resignation or removal shall not be effective until the successor Administrative Agent shall have accepted its appointment, provided that if the Administrative Agent shall resign notify the Borrowers that no Qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice, and the retiring Administrative Agent, as the case may be, shall be discharged from its duties and obligations under this Agreement. Upon the acceptance by a successor Administrative Agent of its appointment as the Administrative Agent hereunder, such successor Administrative Agent shall thereupon succeed to and become vested with all of the properties, rights, powers, privileges and duties of the former Administrative Agent, without further act, deed or conveyance. Upon the effective date of resignation or removal of the retiring Administrative Agent and payment of all amounts then due and payable by the Administrative Agent to the Lenders pursuant to this Agreement, such Administrative Agent shall be discharged from its duties under this Agreement and the other Loan Documents. If for any reason, at any time, there is no Administrative Agent hereunder, then upon any during such resignationperiod, the Required Lenders shall have the right to appoint a successor, which successor agent shall (unless an Event of Default under Section 8.1(a) or Section 8.1(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 successor agent shall succeed to the rights, powers and duties of exercise the Administrative Agent’s rights and perform its duties hereunder, and except that (a) all notices or other communications required or permitted to be given to 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 given to this Agreement or any holders of the Loans. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing each Lender, appoint a successor Administrative Agent which shall and (b) all payments to be a bank with an office in New York, New York, or an Affiliate of any such bank, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect made to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason). Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower made directly to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between Borrowers or the Lender for whose account such Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.5 shall continue in effect for the benefit of such retiring Administrative Agent in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by the date that payment 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 Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as a successor agent is appointed as provided for abovemade.

Successor Administrative Agent. The Administrative Agent may resign at any time as Administrative Agent upon 30 days’ under the Loan Documents by giving written notice thereof to the Lenders and the Borrower. If Upon 30 days’ prior written notice to the Administrative Agent, the Administrative Agent shall resign may be removed as Administrative Agent under the Loan Documents by the Requisite Lenders (other than the Lender then acting as Administrative Agent) for any acts or omissions of the Administrative Agent in connection with its duties set forth in this Agreement and or the other Loan Documents, then upon Documents that constitute gross negligence or willful misconduct. Upon any such resignationresignation or removal, the Required Requisite Lenders (other than the Lender then acting as the Administrative Agent in the case of the removal of the Administrative Agent under the immediately preceding sentence) shall have the right to appoint a successorsuccessor Administrative Agent which appointment shall, which successor agent shall (unless an provided no Default or Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing) exists, be subject to approval by the Borrower (Borrower’s approval, 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 Administrative Agent shall have been so appointed by in accordance with the Required Lenders immediately preceding sentence, and shall have accepted such appointment appointment, within thirty (30) days after the retiring current Administrative Agent gives Agent’s giving of notice of resignation or its resignationremoval, then the retiring current Administrative Agent may, on behalf of the Lenders and the Issuing LenderBanks, appoint a successor Administrative Agent Agent, which shall be a bank with Lender, if any Lender shall be willing to serve, and otherwise shall be an office in New York, New York, or an Affiliate of any such bank, which successor agent Eligible Assignee; provided that if the Administrative Agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to notify the Borrower and the Lenders that no Lender has accepted such appointment, then such resignation shall have occurred nonetheless become effective in accordance with such notice and (1) the Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made to or by each Lender and each Issuing Bank directly, until such time as a successor Administrative Agent has been appointed as provided for above in this Section; provided, further that such Lenders and such Issuing Banks so acting directly shall be and be continuing deemed to be protected by all indemnities and other provisions herein for the benefit and protection of the Administrative Agent as if each such Lender or (ii) each such successor agent is a Lender) be subject to approval by Issuing Bank were itself the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason)Administrative Agent. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring current Administrative Agent, and the retiring current Administrative Agent shall be discharged from its duties and obligations hereunderunder the Loan Documents. The fees payable Any resignation by any Borrower to a successor the Administrative Agent shall also constitute the resignation as an Issuing Bank by the Lender then acting as Administrative Agent (the “Resigning Lender”). Upon the acceptance of a successor’s appointment as Administrative Agent hereunder (i) the Resigning Lender shall be discharged from all duties and obligations of an Issuing Bank hereunder and under the same other Loan Documents and (ii) any successor Issuing Bank shall issue letters of credit in substitution for all Letters of Credit issued by the Resigning Lender as those payable an Issuing Bank outstanding at the time of such succession (which letters of credit issued in substitutions shall be deemed to its predecessor unless otherwise agreed between be Letters of Credit issued hereunder) or make other arrangements satisfactory to the Resigning Lender to effectively assume the obligations of the Resigning Lender with respect to such Borrower and such successorLetters of Credit. After the any Administrative Agent’s resignation hereunderor removal hereunder as Administrative Agent, the provisions of this Article and Section 10.5 X shall continue in effect for the to inure to its benefit of such retiring Administrative Agent in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by under the date that is 30 days following a retiring Administrative Agent’s notice of resignationLoan Documents. Notwithstanding anything contained herein to the contrary, the retiring Administrative Agent’s Agent may assign its rights and duties under the Loan Documents to any of its Affiliates by giving the Borrower and each Lender prior written notice. The resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties or removal of the Administrative Agent, or the assignment by the Administrative Agent hereunder until such time, if anyof its rights and duties under the Loan Documents, as provided in this Section shall have no effect on the obligations as a successor agent is appointed “Lender” of the Lender then acting as provided for abovethe Administrative Agent.

Successor Administrative Agent. The Subject to this Section 10.9, the Administrative Agent may resign as Administrative Agent upon 30 180 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 upon any such resignation, the Required Lenders shall have appoint from among the right to appoint Lenders a successorsuccessor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8.1(a9(a) or Section 8.1(g9(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 shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Lender, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason). Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.5 shall continue in effect for the benefit of such retiring Administrative Agent in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 180 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 is appointed 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 resignation as Administrative Agent, the provisions of this Section 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.

Successor Administrative Agent. The Administrative Agent may xxx resign as Administrative Agent upon 30 at any time by giving not less than thirty (30) days’ prior written notice thereof to the Lenders Xxxxxxx and the BorrowerXxxxxxxx. If the Administrative Agent shall resign as is subject to an Agent-Related Distress Event, either the Requisite Lenders or the Borrower may upon ten (10) days’ prior written notice remove the Administrative Agent under this Agreement and the other Loan Documents, then upon Agent. Upon receipt of any such resignationnotice of resignation or delivery of such removal notice, as applicable, the Required Lenders Requisite Lenders, with the consent of the Borrower shall have the right to appoint a successor, which successor agent shall (unless an Event of Default under Section 8.1(a) or Section 8.1(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 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 Administrative Agent shall have been so appointed by the Required Requisite Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives Agent’s giving notice of its resignation or the delivery of such removal notice, then (a) in the case of a resignation, then the retiring Administrative Agent may, on behalf of Xxxxxxx, appoint a successor Administrative Agent, which shall be a Lender, if a Lender is willing to accept such appointment, or otherwise shall be a commercial bank or financial institution or a subsidiary of a commercial bank or financial institution if such commercial bank or financial institution has combined capital of at least $300,000,000 or (b) in the Lenders and case of removal, the Issuing LenderBorrower may, after consulting with the Requisite Lenders, appoint a successor Administrative Agent which meeting the qualifications set forth above. If no successor Administrative Agent has been appointed pursuant to the foregoing, by the 30th day after the date such notice of resignation or removal was given by the resigning Administrative Agent, the Requisite Lenders or the Borrower, as the case may be, such resignation or removal shall become effective and the Requisite Lenders shall thereafter perform all the duties of Administrative Agent hereunder until such time, if any, as the Requisite Lenders or Borrower appoint a successor Administrative Agent as provided above. Any successor Administrative Agent appointed by Requisite Lenders or Administrative Agent hereunder shall be subject to the approval of Borrower, such approval not to be unreasonably withheld or delayed; provided that such approval shall not be required if a bank with an office in New York, New York, or an Affiliate of any such bank, which successor agent shall (unless (i) an Specified Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason)continuing. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring resigning or removed Administrative Agent. Upon the earlier of the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent or the effective date of the resigning or removed Administrative Agent’s resignation or removal, and the retiring resigning or removed Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by under this Agreement and the other Loan Documents, except that any Borrower to a successor indemnity, expense reimbursement or other rights in favor of such resigning Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successorcontinue. After the any resigning or removed Administrative Agent’s resignation or removal hereunder, the provisions of this Article and Section 10.5 X shall continue in effect for the inure to its benefit of such retiring Administrative Agent in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, under this Agreement and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as a successor agent is appointed as provided for aboveother Loan Documents.

Successor Administrative Agent. (A) The Administrative Agent may resign as Administrative Agent upon 30 days’ at any time by giving written notice thereof to the Lenders Lenders, the Funding Agents, each Hedge Counterparty, the Verification Agent, the Paying Agent and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon Upon receipt of any such notice of resignation, the Required Lenders Majority Xxxxxxx and the Borrower shall have the right to appoint a successor, which successor agent agent. If no such successor Administrative Agent shall (unless an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to have been so appointed by the Majority Lenders and the Borrower and shall have occurred and accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of resignation (or such earlier day as shall be continuing) be subject to approval agreed by the Borrower Majority Lenders and the Borrower), then the retiring Administrative Agent may (which approval but shall not be unreasonably withheld or delayedobligated to), whereupon on behalf of the Lenders and the Funding Agents, appoint a successor Administrative Agent, provided that in no event shall any such successor agent Administrative Agent be a Defaulting Lender or a Disqualified Lender. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Administrative Agent Resignation Effective Date. Upon appointment of a successor Administrative Agent such successor Administrative Agent shall succeed to the rights, powers and duties of the Administrative Agent, Agent and references herein to the term “Administrative Agent” Agent shall mean such successor agent Administrative Agent, effective upon its appointment; and such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent in such capacity shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Lender, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason). Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunderAgreement. The fees payable by any the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such the Borrower and such successor. After the any retiring Administrative Agent’s resignation hereunderhereunder in such capacity, the provisions of this Article VII and Section 2.17, Section 2.12, Section 10.5 and Section 10.6 shall continue in effect for the inure to its benefit of such retiring Administrative Agent in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as Administrative Agent under this Agreement. (B) If the Administrative Agent ceases to be a Lender or an Affiliate of any Lender hereunder, or becomes a Defaulting Lender pursuant to clause (iv) of the definition thereof, the Majority Lenders shall have the right to terminate the Administrative Agent upon ten (10) days’ notice to the Administrative Agent, the Lenders, the Funding Agents, each Hedge Counterparty, the Verification Agent, the Paying Agent and the Borrower, and the Majority Lenders and the Borrower shall have the right to replace the Administrative Agent with a successor of their choosing. If no such successor agent has shall have been so appointed by the Majority Lenders and the Borrower and shall have accepted such appointment within thirty (30) days (or such earlier day as shall be agreed by the Majority Lenders and the Borrower) (the “Administrative Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Administrative Agent by Removal Effective Date. Upon appointment of a successor Administrative Agent such successor Administrative Agent shall succeed to the date that is 30 days following a retiring Administrative Agent’s notice of resignationrights, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, powers and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until and references herein to the Administrative Agent shall mean such timesuccessor Administrative Agent, if anyeffective upon its appointment; and such former Administrative Agent’s rights, as powers and duties in such capacity shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement. The fees payable by the Borrower to a successor agent is appointed Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After any terminated Administrative Agent’s termination hereunder as such agent, the provisions of this Article VII and Section 2.17, Section 2.12, Section 10.5 and Section 10.6 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. (C) [Reserved]. (D) If (i) the Class A Commitments of the Lenders in the Atlas Lender Group have expired or terminated and all Obligations due and owing to the Class A Lenders in the Atlas Lender Group have been reduced to zero or (ii) any Class B Lender or Lenders elect to purchase and does purchase all Class A Advances funded by the Class A Lenders pursuant to Section 6.3 on the date on which circumstance described in either preceding clause (i) or (ii) occurs, Atlas (or its successor or assign under this Agreement) shall assign, at the direction of the Majority Lenders, to the Person specified by the Majority Lenders, and such assignee shall assume (and shall be deemed to have assumed) all of Atlas’ (or its successor or assign’s) rights, powers and duties as Administrative Agent under this Agreement and the other Transaction Documents, without further act or deed on the part of the Administrative Agent (or such other Person) or any of the other parties to this Agreement or any other Transaction Document; provided for abovethat the provisions of this Article VII and Section 2.17, Section 2.12, Section 10.5 and Section 10.6 of this Agreement shall inure to its benefit of Atlas (or its successor or assign) as to any actions taken or omitted to be taken by it while it was Administrative Agent.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ notice to at any time by notifying the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon Upon any such resignation, the Required Lenders shall have the right to appoint a successorright, which successor agent shall (with the consent of Borrower unless an Event of Default under Section 8.1(aclause (a), (b), (h) or (i) of Section 8.1(g) with respect to the Borrower shall have 7.01 has occurred and be is 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 Loansappoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent maymay (but shall not be obligated to), on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank; provided that if the Administrative Agent shall notify the Borrower that no qualifying Person has accepted such appointment, which successor agent such resignation shall (unless nonetheless become effective in accordance with such notice and (i) an Event of Default the resigning Administrative Agent shall be discharged from its duties and obligations hereunder and under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or other Loan Documents, (ii) such successor agent is a Lender) all payments, communications and determinations provided to be subject made by, to approval or through the Administrative Agent shall instead be made by or to each Lender directly (and each Lender will cooperate with the Borrower (which approval shall not be withheld or delayed by to enable the Borrower except to take such actions), until such time as the Required Lenders or the Borrower, as applicable, appoint a successor Administrative Agent, as provided for above in this Section 8.07 and (iii) the Required Lenders shall thereafter perform all the duties of such Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a bona fide valid reason)successor Administrative Agent. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.5 9.03 shall continue in effect for the benefit of such retiring Administrative Agent Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall 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 a successor agent is appointed as provided for above.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 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 upon any such resignation, the Required Lenders shall have appoint from among the right to appoint Lenders a successorsuccessor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8.1(a7.01(b), (c), (h) or Section 8.1(g(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 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 shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Lender, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason). Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.5 shall continue in effect for the benefit of such retiring Administrative Agent in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall 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 is appointed as provided for above. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Security Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfied, the Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent, and the retiring or removed Administrative Agent shall be discharged from its duties and obligations under the Loan Documents.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 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 upon any such resignation, the Required Lenders shall have appoint from among the right to appoint Lenders a successorsuccessor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8.1(a8(a) or Section 8.1(g8(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 shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Lender, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason). Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.5 shall continue in effect for the benefit of such retiring Administrative Agent in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 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 is appointed 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 Agent's resignation as 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 Agent under this Agreement and the other Loan Documents.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ at any time by giving written notice thereof to the Lenders and the Borrower. If , such resignation to be effective upon the appointment of a successor Administrative Agent shall resign as or, if no successor Administrative Agent under this Agreement and the other Loan Documentshas been appointed, then upon any such resignation, the Required Lenders shall have the right to appoint a successor, which successor agent shall (unless an Event of Default under Section 8.1(a) or Section 8.1(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 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 shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) sixty days after the retiring Administrative Agent gives notice of its intention to resign. Upon any such resignation, then the retiring Administrative Agent mayRequired Lenders (with the consent of the Borrower unless at the applicable time a Default under Section 7.2, 7.6 (in respect of bankruptcy only) or 7.7 (in respect of bankruptcy only) shall have occurred and be continuing) shall have the right to appoint, on behalf of the Lenders Borrower and the Issuing LenderLenders, appoint a successor Administrative Agent, other than a Disqualified Institution. If no successor Administrative Agent which shall be have been so appointed by the Required Lenders within forty-five days after the resigning Administrative Agent’s giving notice of its intention to resign, then the resigning Administrative Agent may appoint, on behalf of the Borrower and the Lenders, a bank successor Administrative Agent, other than a Disqualified Institution (with an office in New York, New York, or an Affiliate the consent of any such bank, which successor agent shall (the Borrower unless (i) an Event of at the applicable time a Default under Section 8.1(a7.2, 7.6 (in respect of bankruptcy only) or Section 8.1(g7.7 (in respect of bankruptcy only) with respect to the Borrower shall have occurred and be continuing or continuing). Notwithstanding the previous sentence, the Administrative Agent may at any time (iiwith the consent of the Borrower, not to be unreasonably withheld but without the consent of any Lender) appoint any of its Affiliates which is a commercial bank as a successor Administrative Agent hereunder. If the Administrative Agent has resigned and no successor Administrative Agent has been appointed, the Lenders may perform all the duties of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor agent is Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be a Lender) be subject to approval by the Borrower (which approval commercial bank having capital and retained earnings of at least $250,000,000 and shall not be withheld or delayed by the Borrower except for a bona fide valid reason)Disqualified Institution. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring resigning Administrative Agent. Upon the effectiveness of the resignation of the Administrative Agent, and the retiring resigning Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be hereunder and under the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successorLoan Documents. After the effectiveness of the resignation of an Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.5 X shall continue in effect for the benefit of such retiring Administrative Agent in respect of any actions taken or omitted to be taken by any of them it while it was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall 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 and under the other Loan Documents. In the event that there is a successor agent is appointed to the Administrative Agent by merger, or the Administrative Agent assigns its duties and obligations to an Affiliate pursuant to this Section 10.12, then the term “Prime Rate” as provided for aboveused in this Agreement shall mean the prime rate, base rate or other analogous rate of the new Administrative Agent.

Successor Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent as provided below, the Administrative Agent may resign as Administrative Agent upon 30 days’ notice to at any time by notifying the Lenders Lenders, the Issuing Banks and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon Upon any such resignation, the Required Lenders shall have the right to appoint a successor, which successor agent shall (unless an Event of Default under Section 8.1(a) or Section 8.1(g) with respect such successor to the Borrower shall have occurred and be continuing) be subject to approval approved by the Borrower (which Borrower, such approval shall not to be unreasonably withheld or delayed); provided, whereupon however, if an Event of Default shall exist at such successor agent shall succeed to the rightstime, powers and duties no approval 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 Borrower 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 Loansrequired). If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing LenderBank, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. If no successor Administrative Agent has been appointed pursuant to the immediately preceding sentence by the 30th day after the date such notice of resignation was given by the Administrative Agent, the Administrative Agent’s resignation shall become effective and the Required Lenders shall thereafter perform all the duties of the Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Xxxxxxx appoint a successor Administrative Agent. Any such resignation by the Administrative Agent hereunder shall also constitute, to the extent applicable, its resignation as an Issuing Bank, in which case such resigning Administrative Agent (x) shall not be required to issue any further Letters of Credit hereunder and (y) shall maintain all of its rights, duties and obligations as Issuing Bank with respect to any Letters of Credit issued by it prior to the date of such resignation. 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 and appoint a successor agent shall (unless (i) such successor to be approved by the Borrower, such approval not to be unreasonably withheld or delayed; provided, however, if an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to shall exist at such time, no approval of the Borrower shall have occurred and be continuing or (ii) required). If no such successor agent is a Lender) be subject to approval shall have been so appointed by the Borrower Required Lenders and shall have accepted such appointment within 30 days (which approval or such earlier day as shall not be withheld or delayed agreed by the Borrower except for a bona fide valid reasonRequired Lenders), then such removal shall nonetheless become effective in accordance with such notice on such date. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative AgentAgent and, if applicable, as an Issuing Bank (and shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit), and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.5 9.03 shall continue in effect for the benefit of such retiring Administrative Agent Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall 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 a successor agent is appointed as provided for above.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ at any time give notice of its resignation to the Lenders, the Issuing Lenders and the Borrower. If Borrower (which resignation shall be effective upon the earlier to occur of (x) the appointment of a successor Administrative Agent shall resign as Administrative Agent under this Agreement and (y) 30 days after the other Loan Documents, then upon date such notice is received by the Borrower). Upon receipt of any such notice of resignation, the Required Majority Lenders shall have the right to appoint right, with the consent of the Borrower at all times other than during the continuance of a successor, which successor agent shall (unless an Specified Event of Default under Section 8.1(a) or Section 8.1(g) 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 successor agent shall succeed to the rightsappoint a successor, 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 which shall be terminateda bank with an office in the United States, without or an Affiliate of any other or further act or deed on such bank with an office in the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the LoansUnited States. If no such successor shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, may on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Administrative Agent which meeting the qualifications set forth above; provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Administrative Agent shall be a bank with an office discharged from its duties and obligations hereunder and under the other Loan Documents (except that in New York, New York, or an Affiliate the case of any such bank, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to approval collateral security held by the Borrower Administrative Agent on behalf of the Lenders or any 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) and (which approval b) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall not instead be withheld made by or delayed by to each Lender and the Borrower except Issuing Lenders directly, until such time as the Majority Lenders appoint a successor Administrative Agent as provided for a bona fide valid reason)above in this Section. Upon the acceptance of its a successor’s appointment as Administrative Agent hereunder by a successorhereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by any the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunderhereunder and under the other Loan Documents, the provisions of this Article and Section Sections 10.5 and 10.6 shall continue in effect for the benefit of such retiring Administrative Agent Agent, its sub-agents and their respective Related Persons in respect of any actions taken or omitted to be taken by any of them while it the retiring Administrative Agent was acting as Administrative Agent. If no successor agent has accepted Any resignation by Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation as an Issuing Lender and Swing Line Lender. Upon the acceptance of a successor’s appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignationhereunder, the retiring Administrative Agent’s resignation (i) such successor shall nevertheless thereupon succeed to and become effective, and the Lenders shall assume and perform vested with all of the rights, powers, privileges and duties of the Administrative Agent retiring Issuing Lender and Swing Line Lender, (ii) the retiring Issuing Lender and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder until such timeor under the other Loan Documents, and (iii) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, as a successor agent is appointed as provided for aboveoutstanding 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 Administrative Agent upon 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 DocumentsDocuments upon 30 days’ notice to the Lenders and the Parent. Any such resignation by the Administrative Agent hereunder shall also constitute its resignation as an Issuing Bank, then upon in which case the resigning Administrative Agent (x) shall not be required to issue any further Letters of Credit and (y) shall maintain all of its rights as Issuing Bank with respect to any Letters of Credit issued by it prior to the date of such resignation. Upon any notice of such resignation, then the Required Lenders shall have the right right, subject to appoint a successor, which successor agent shall the reasonable consent of Parent (unless an so long as no Event of Default under Section 8.1(a7.01(b), (c), (h) or Section 8.1(g(i) with respect to the Borrower shall have occurred and be continuing) ), to appoint a successor which shall be subject to approval by a bank with an office in the Borrower (which approval shall not be unreasonably withheld United States, or delayed)an Affiliate of any such bank with an office in the United States, 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 powers, obligations 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 shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Lender, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason). Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.5 shall continue in effect for the benefit of such retiring Administrative Agent in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall 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 Xxxxxxx appoint a successor agent is appointed as provided for above. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Article VIII and Section 9.05 shall inure to its benefit as to any actions taken or omitted to be taken by it, its subagents and their respective Related Parties while it was Administrative Agent under this Agreement and the other Loan Documents. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent (other than as provided in Section 2.17 and other than any rights to indemnity payments or other amounts owed to the retiring Administrative Agent as of the resignation effective date), and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 8.09). Upon the appointment by Parent of a successor Issuing Bank hereunder (which successor shall in all cases be a Lender other than a Defaulting Lender), (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, (b) the retiring Issuing Bank shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ at any time by giving thirty (30) days prior written notice thereof to the Lenders and Xxxxxxxxx, subject to appointment of a successor Administrative Agent (and such appointees acceptance of appointment) as below provided in this Section 10.10. Additionally, the BorrowerAdministrative Agent may be removed for cause by all of the Lenders (other than the Administrative Agent, if the Administrative Agent is then a Lender), if removal or resignation, as applicable, is requested in writing (which wording must specifically identify the “cause” for removal), and ten (10) days’ prior written notice of removal or resignation is provided to the Administrative Agent and Borrowers. If Upon any such resignation or removal, the Required Lenders shall, on behalf of the Lenders, immediately appoint, as its successor, another Lender; provided that such Lender is a commercial bank or trust company organized under the laws of the United States of America or any State thereof and has a combined capital and surplus of at least Five Hundred Million and No/100 Dollars ($500,000,000.00) (a “Qualifying Person”). In such event, the Administrative Agent’s resignation or removal shall not be effective until the successor Administrative Agent shall have accepted its appointment, provided that if the Administrative Agent shall resign notify the Borrowers that no Qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice, and the retiring Administrative Agent, as the case may be, shall be discharged from its duties and obligations under this Agreement. Upon the acceptance by a successor Administrative Agent of its appointment as the Administrative Agent hereunder, such successor Administrative Agent shall thereupon succeed to and become vested with all of the properties, rights, powers, privileges and duties of the former Administrative Agent, without further act, deed or conveyance. Upon the effective date of resignation or removal of the retiring Administrative Agent and payment of all amounts then due and payable by the Administrative Agent to the Lenders pursuant to this Agreement, such Administrative Agent shall be discharged from its duties under this Agreement and the other Loan Documents. If for any reason, at any time, there is no Administrative Agent hereunder, then upon any during such resignationperiod, the Required Lenders shall have the right to appoint a successor, which successor agent shall (unless an Event of Default under Section 8.1(a) or Section 8.1(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 successor agent shall succeed to the rights, powers and duties of exercise the Administrative Agent’s rights and perform its duties hereunder, and except that (a) all notices or other communications required or permitted to be given to 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 given to this Agreement or any holders of the Loans. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing each Lender, appoint a successor Administrative Agent which shall and (b) all payments to be a bank with an office in New York, New York, or an Affiliate of any such bank, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect made to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason). Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower made directly to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between Borrowers or the Lender for whose account such Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.5 shall continue in effect for the benefit of such retiring Administrative Agent in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by the date that payment 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 Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as a successor agent is appointed as provided for abovemade.

Successor Administrative Agent. The Administrative (a) Any Agent may resign as Administrative Agent upon 30 days’ ' prior written notice to the Lenders and to the BorrowerCompany. Such Agent may be replaced by the Required Lenders if it or one of its Affiliates shall become a Defaulting Lender. If the Administrative Agent shall resign as Administrative an Agent under this Agreement and any Facility resigns or is replaced, the Agents under the other Loan Documents, then upon any such resignationFacilities shall also be deemed to have resigned and need to be replaced. If an Agent resigns or is replaced under this Agreement, the Required Lenders shall have appoint from among the right to appoint Lenders a successorsuccessor administrative agent or collateral agent, as applicable, for the Lenders under each Facility, 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 8.1(a) 10.01 or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower 10.05 (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 an Agent, whereupon such Agent may appoint (if it resigns but not if it is replaced), after consulting with the Lenders and with the consent of the Company at all times other than during the existence of an Event of Default under Section 10.01 or 10.05 (with respect to the Company), a successor agent from among the Lenders under each Facility; provided that any such successor agent shall be either a domestic office of a commercial bank organized under the Requirements of Law of the United States or any State thereof, or a United States branch of a bank that is organized under the Requirements of Law of another jurisdiction, in either case which has a combined capital and surplus of at least $500,000,000. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the Administrative Agent, retiring Agent and the term “"Administrative Agent” " and/or "Collateral Agent" shall mean such successor agent effective upon such appointment and approval, and the former Administrative retiring or replaced Agent’s rights's appointment, powers and duties as Administrative Agent shall be terminated. After any retiring or replaced Agent's resignation or replacement hereunder as Agent, without the provisions of this Section 11 and Section 12.01 shall inure to its benefit as to any other actions taken or further act or deed on the part of such former Administrative omitted to be taken by it while it was Agent or any of the parties to under this Agreement or any holders of the LoansAgreement. If no successor agent has accepted appointment as Agent by the date which is 30 days following a retiring or replaced Agent's notice of resignation or its replacement, the retiring or replaced Agent's resignation or replacement shall have been so appointed by nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Agent hereunder until such time, if any, as the Required Lenders and shall have accepted such appointment within thirty appoint a successor agent as provided for above (30) days after except that in the retiring Administrative case of any Collateral held by the Collateral Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and or each Issuing Bank under any of the Issuing LenderCredit Documents, appoint the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Administrative Collateral Agent which is appointed). (b) Any resignation or replacement by BANA as administrative agent pursuant to this Section 11.09 shall be a bank with an office in New York, New York, also constitute its resignation or an Affiliate replacement as lender of any such bank, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect the Swingline Loans to the Borrower shall have occurred and be continuing or (ii) extent that BANA is acting in such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason)capacity at such time. Upon the acceptance of its a successor's appointment as Administrative Agent hereunder by a successorhereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent, lender of the Swingline Loans and (ii) the retiring Administrative Agent or replaced lender of the Swingline Loans shall be discharged from all of its duties and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be hereunder or under the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.5 shall continue in effect for the benefit of such retiring Administrative Agent in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall 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 a successor agent is appointed as provided for aboveother Credit Documents.

Successor Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent as provided below, the Administrative Agent may resign as Administrative Agent upon 30 days’ notice to the Lenders and the BorrowerAgent. If the Administrative Agent shall resign have given notice of its resignation as Administrative Agent under this Agreement and the other Loan Documents, then upon any such resignation, the Required Lenders shall have appoint from among the right to appoint Lenders a successorsuccessor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8.1(a9(a) or Section 8.1(g9(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 shall have been so appointed agent has accepted appointment as Administrative Agent by the Required Lenders and shall have accepted such appointment within thirty (30) date that is 30 days after the following a retiring Administrative Agent gives Agent’s notice of its resignation, then the retiring resigning Administrative Agent may, on behalf of the Lenders and the Issuing L/C Lender, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. The Syndication Agent may, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect at any time, by notice to the Borrower shall have occurred Lenders and be continuing or (ii) such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason). Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, resign as Syndication Agent hereunder, whereupon the duties, rights, obligations and responsibilities of the retiring 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 shall be discharged from its duties and obligations hereunder. The fees payable by or any Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successorLender. After the any retiring Administrative Agent’s resignation hereunderas Administrative Agent, the provisions of this Article and Section 10.5 10 shall continue in effect for the inure to its benefit of such retiring Administrative Agent in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, under this Agreement and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as a successor agent is appointed as provided for aboveother Loan Documents.

Successor Administrative Agent. The (a) Administrative Agent may resign as Administrative Agent upon 30 days’ notice to from the Lenders performance of all its functions and the Borrower. If the Administrative Agent shall resign as Administrative Agent duties hereunder and under this Agreement and the other Loan Documents, then upon Financing Documents at any such resignation, the Required Lenders shall have the right to appoint a successor, which successor agent shall (unless an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing) be subject to approval time 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 shall have been so appointed by the Required Lenders and shall have accepted such appointment within giving thirty (30) days after days’ written notice to Borrower and the retiring Lenders. Administrative Agent gives may be removed at any time (i) by the Requisite Lenders (x) for such Person’s gross negligence or willful misconduct or (y) if such Person is a Defaulting Lender pursuant to clause (d) of the definition thereof, to the extent permitted by applicable Government Rule or (ii) by Borrower, with the consent of the Requisite Lenders, for such Person’s gross negligence or willful misconduct. In the event Société Générale is no longer Administrative Agent, any successor Administrative Agent may be removed at any time with cause by the Requisite Lenders. Any such resignation or removal shall take effect upon the appointment of a successor Administrative Agent, in accordance with this Section 8.7. (b) Upon any notice of its resignation, then the retiring resignation by Administrative Agent mayor upon the removal of Administrative Agent by the Requisite Lenders, on behalf or by Borrower with the approval of the Requisite Lenders and pursuant to Section 8.7(a), the Issuing Lender, Requisite Lenders shall appoint a successor Administrative Agent, hereunder and under each other Financing Document to which Administrative Agent which shall is a party, with such successor Administrative Agent to be a commercial bank with an office in New Yorkhaving a combined capital and surplus of at least one billion Dollars ($1,000,000,000); provided that, New York, if no Default or an Affiliate of any such bank, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and then be continuing or (ii) such continuing, appointment of a successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason). Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall also be discharged from its duties and obligations hereunderacceptable to Borrower (such acceptance not to be unreasonably withheld, conditioned or delayed). The fees payable by any Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successor. (c) If no successor Administrative Agent has been appointed by the Requisite Lenders within thirty (30) days after the date a notice of resignation was given by the resigning Administrative Agent, or the Requisite Lenders elected to remove such Person, any Secured Party may petition any court of competent jurisdiction for the appointment of a successor Administrative Agent. Such court may thereupon, after such notice, if any, as it may deem proper, appoint a successor Administrative Agent, who shall serve as Administrative Agent hereunder and under each other Financing Document to which it is a party until such time, if any, as the Requisite Lenders appoint a successor Administrative Agent, as provided above. (d) Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or removed) Administrative Agent, and the retiring (or removed) Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Financing Documents. After the retirement or removal of Administrative Agent’s resignation hereunderAgent hereunder and under the other Financing Documents, the provisions of this Article Section 8 and Section 10.5 9.3 (Indemnity) shall continue in effect for the benefit of such retiring Administrative (or removed) Person, its sub-agents and their respective Agent Affiliates in respect of any actions taken or omitted to be taken by any of them while it the retiring Person was acting in its capacity as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall 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 a successor agent is appointed as provided for above.

Successor Administrative Agent. The For so long as Xxxxx Fargo Bank, N.A. is a Lender that holds an Individual Loan Commitment of at least twenty percent (20%) of the Loan (the “Minimum Hold”) and provided that no Event of Default of which Administrative Agent has given written notice to Borrower has occurred, Xxxxx Fargo Bank, N.A. agrees to remain Administrative Agent hereunder unless (a) otherwise reasonably consented to by Borrower or (b) removed by the Lenders in accordance with the terms hereof. Subject to the last sentence of this Section 11.10, during the continuance of an Event of Default of which Administrative Agent has given written notice to Borrower or during a period of time in which Xxxxx Fargo Bank, N.A. is not a Lender satisfying the Minimum Hold, Administrative Agent may resign at any time as Administrative Agent upon 30 days’ under the Loan Documents by giving 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 Documents, then upon Upon any such resignation, the Required Requisite Lenders shall have the right to appoint a successorsuccessor Administrative Agent which appointment shall, which successor agent shall provided (unless an a) no continuing monetary Default then exists, (b) no Event of Default under Section 8.1(athen exists, and (c) or Section 8.1(g) with respect no written notice of a continuing non-monetary Default has been given to the Borrower shall have occurred and be continuing) Borrower, be subject to approval by the Borrower (Borrower’s approval, which approval shall not be unreasonably withheld or delayed)delayed (except that Borrower shall, whereupon such in all events, be deemed to have approved each Lender and any of its Affiliates as a 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 Administrative Agent shall have been so appointed by in accordance with the Required Lenders immediately preceding sentence, and shall have accepted such appointment appointment, within thirty (30) days after the retiring current Administrative Agent gives Agent’s giving of notice of its resignation, then the retiring current Administrative Agent may, on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Administrative Agent Agent, which shall be a bank with Lender, if any Lender shall be willing to serve, and otherwise shall be an office in New York, New York, or an Affiliate of any such bank, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason)Eligible Assignee. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring current Administrative Agent, and the retiring current Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be under the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successorLoan Documents. After the any Administrative Agent’s resignation hereunderhereunder as Administrative Agent, the provisions of this Article and Section 10.5 XI shall continue in effect for the to inure to its benefit of such retiring Administrative Agent in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by under the date that is 30 days following a retiring Administrative Agent’s notice of resignationLoan Documents. Notwithstanding anything contained herein to the contrary, 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 a successor agent is appointed as provided for abovemay assign its rights and duties under the Loan Documents to any of its Affiliates by giving Borrower and each Lender prior written notice.

Successor Administrative Agent. The Administrative Agent may resign as at any time by giving 30 days' prior written notice thereof to the other Lender Parties and Genesis (on behalf of the Borrowers). The Administrative Agent upon may be removed by the Required Lenders at any time for cause by such Required Lenders 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 Agent, the other Loan Documents, then upon Lender Parties and Genesis (on behalf of the Borrowers). Upon any such resignationresignation or removal, the Required Lenders shall have the right to appoint a successor, which successor agent shall Administrative Agent with (unless an so long as no Default or Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and then be continuing) be subject to approval by the Borrower consent of Genesis (which approval on behalf of the Borrowers) whose consent 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 Administrative Agent shall have been so appointed by the Required Lenders and consented to, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Administrative Agent gives such notice of its resignationresignation or removal, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Lender, may (but shall not be required to) appoint a successor Administrative Agent. Each successor Administrative Agent which shall be a bank with an office in New YorkLender if any Lender shall at the time be willing to become the successor Administrative Agent, New Yorkand if no Lender shall then be so willing, or an Affiliate of any such bank, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or (ii) then such successor agent is a Lender) Administrative Agent shall be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason)an Eligible Institution. Upon the acceptance by a successor Administrative Agent of its appointment as Administrative Agent hereunder by a successorhereunder, such successor Administrative Agent shall thereupon succeed to and become vested with all the properties, rights, powers, privileges and duties of the former Administrative Agent in its capacity as such, without further act, deed or conveyance. Upon the effective date of resignation or removal of a retiring Administrative Agent, and the retiring such Administrative Agent shall be discharged from its duties under this Agreement and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successor. After the Administrative Agent’s resignation hereunderother Loan Documents, but the provisions of this Article and Section 10.5 Agreement shall continue in effect for the inure to its benefit of such retiring Administrative Agent in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as Administrative AgentAgent under this Agreement. If and so long as no successor agent has accepted appointment as Administrative Agent shall have been appointed, then any notice or other communication required or permitted to be given by the date that 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 Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until shall be sufficiently given if given by the Required Lenders, all notices or other communications required or permitted to be given to the Administrative Agent shall be given to each Lender, and all payments to be made to the Administrative Agent shall be made directly to the Loan Party or Lender Party for whose account such time, if any, as a successor agent payment is appointed as provided for abovemade.

Successor Administrative Agent. (a) The Administrative Agent may resign as the Administrative Agent upon 30 days’ ' notice to the Lenders and the Borrowerappointment of a successor Administrative Agent as hereinafter provided. If the Administrative Agent shall resign as the Administrative Agent under this Agreement and the other Loan Documents, then upon any such resignationthen, the Required Lenders shall have the right to appoint a successor, which successor agent shall (unless an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing) continuing (in which case, the Majority Lenders shall appoint a successor), the Borrower shall appoint from among the Lenders a successor Administrative Agent for the Lenders, which successor Administrative Agent shall 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 '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 shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Lender, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of After any such bank, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason). Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be the same 's resignation as those payable to its predecessor unless otherwise agreed between such Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.5 10 shall continue in effect for the inure to its benefit of such retiring Administrative Agent in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall 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 a successor agent is appointed as provided for aboveunder this Agreement and the other Loan Documents.

Successor Administrative Agent. The Administrative Agent may resign at any time as Administrative Agent upon 30 days’ under the Loan Documents by giving written notice thereof to the Lenders and the Borrower. If In the event (a) of Administrative Agent’s gross negligence or willful misconduct or (b) Administrative Agent, at any time, ceases to maintain a Pro Rata Share equal to or greater than the Pro Rata Share of each other Lender, the Administrative Agent shall resign may be removed as Administrative Agent under this Agreement and the Loan Documents at any time by Requisite Lenders (other Loan Documents, then than the Administrative Agent as a “Lender”) upon thirty (30) day’s prior notice. Upon any such resignationresignation or removal, the Required Requisite Lenders (which, in the case of the removal of the Administrative Agent as provided in the immediately preceding sentence, shall be determined without regard to the Commitment of the Lender then acting as Administrative Agent) shall have the right to appoint a successorsuccessor Administrative Agent which appointment shall, which successor agent shall (unless an provided no Default or Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing) exists, be subject to approval by the Borrower (Borrower’s approval, which approval shall not be unreasonably withheld or delayed)delayed (except that the Borrower shall, whereupon such in all events, be deemed to have approved each Lender as a 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 Administrative Agent shall have been so appointed by in accordance with the Required Lenders immediately preceding sentence, and shall have accepted such appointment appointment, within thirty (30) days after the retiring resigning Administrative Agent gives Agent’s giving of notice of its resignationresignation or the Lenders’ removal of the resigning Administrative Agent, then the retiring resigning or removed Administrative Agent may, on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Administrative Agent Agent, which shall be a bank with Lender, if any Lender shall be willing to serve, and otherwise shall be an office in New York, New York, or an Affiliate of any such bank, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason)Eligible Assignee. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be under the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successorLoan Documents. After the any Administrative Agent’s resignation hereunderor removal hereunder as Administrative Agent, the provisions of this Article and Section 10.5 XII shall continue in effect for the to inure to its benefit of such retiring Administrative Agent in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by under the date that 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 Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as a successor agent is appointed as provided for aboveLoan Documents.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 ten days’ notice to the Lenders and the BorrowerBorrower Representative. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon any such resignation, the Required Lenders shall have appoint from among the right to appoint Lenders or another Person that is an Eligible Assignee a successorsuccessor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8.1(a7.1(a) or Section 8.1(g7.1(f) with respect to the any Borrower shall have occurred and be continuing) be subject to approval by the Borrower Representative (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 ; provided that, in no successor event shall have been so appointed by the Required Lenders and shall have accepted any such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Lender, appoint a successor Administrative Agent which shall be a bank with an office Defaulting Lender or a Disqualified Institution. A resigning Administrative Agent’s resignation shall become effective (x) in New York, New York, or an Affiliate of any such bank, which successor agent shall (unless (i) the case an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have has occurred and be is continuing or (ii) such successor agent is regardless of whether a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason). Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.5 shall continue in effect for the benefit of such retiring Administrative Agent in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 ten days following a retiring Administrative Agent’s notice of resignation, upon the retiring Administrative Agent’s resignation shall nevertheless thereupon become effectiveexpiration of such ten day period, 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 is appointed as provided for above, and (y) in all other cases, only at such time as the Required Lenders appoint a successor agent as provided for above. After the Administrative Agent’s resignation as Administrative Agent, the Administrative Agent shall remain indemnified to the extent provided in this Agreement and the other Loan Documents and the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents.

Successor Administrative Agent. (A) The Administrative Agent may resign as (i) transfer the Administrative Agent upon 30 days’ role to a Lender Affiliate of the Administrative Agent without prior consent of any party hereto or (ii) resign at any time by giving written notice thereof to the Lenders Lenders, the Funding Agents, the Custodian, the Back-Up Servicer, the Transition Manager, the Paying Agent and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon Upon receipt of any such notice of resignation, the Required Lenders Majority Xxxxxxx and the Borrower shall have the right to appoint a successor, which successor agent agent; provided that in no event shall (unless an Event of Default under Section 8.1(a) any such successor Administrative Agent be a Defaulting Lender or Section 8.1(g) with respect to a Disqualified Xxxxxx. If no such successor Administrative Agent shall have been so appointed by the Majority Xxxxxxx and the Borrower and shall have occurred and accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of resignation (or such earlier day as shall be continuing) be subject to approval agreed by the Borrower Majority Lenders and the Borrower) (which approval the “Administrative Agent Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be unreasonably withheld or delayedobligated to), whereupon on behalf of the Lenders and the Funding Agents, appoint a successor Administrative Agent meeting the qualifications set out above, provided that in no event shall any such successor agent Administrative Agent be a Defaulting Lender or a Disqualified Xxxxxx. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Administrative Agent Resignation Effective Date. Upon appointment of a successor Administrative Agent by operation of clauses (i) or (ii) above, such successor Administrative Agent shall succeed to the rights, powers and duties of the Administrative Agent, Agent and references herein to the term “Administrative Agent” Agent shall mean such successor agent Administrative Agent, effective upon its appointment; and such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent in such capacity shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Lender, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason). Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunderAgreement. The fees payable by any the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such the Borrower and such successorsuccessor Administrative Agent. After the any retiring Administrative Agent’s resignation hereunderhereunder in such capacity, the provisions of this Article VII and Section 2.11, Section 2.15, Section 10.5 and Section 10.6 shall continue in effect for the inure to its benefit of such retiring Administrative Agent in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as Administrative Agent under this Agreement. (B) If the Administrative Agent ceases to be a Lender or an Affiliate of any Lender hereunder, or becomes a Defaulting Lender pursuant to clause (d) of the definition thereof, the Majority Lenders shall have the right to terminate the Administrative Agent upon ten (10) days’ notice to the Administrative Agent, the Lenders, the Funding Agents, the Custodian, the Back-Up Servicer, the Transition Manager, the Paying Agent and the Borrower, and the Majority Lenders and the Borrower shall have the right to replace the Administrative Agent with a successor of their choosing. If no such successor agent has accepted appointment as Administrative Agent shall have been so appointed by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, Majority Lenders and the Borrower and shall have accepted such appointment within thirty (30) days (or such earlier day as shall be agreed by the Majority Lenders and the Borrower) (the “Administrative Agent Removal Effective Date”), then such removal shall assume nonetheless become effective in accordance with such notice on the Administrative Agent Removal Effective Date. Upon appointment of a successor Administrative Agent such successor Administrative Agent shall succeed to the rights, powers and perform all of the duties of the Administrative Agent hereunder until and references herein to the Administrative Agent shall mean such timesuccessor Administrative Agent, if anyeffective upon its appointment; and such former Administrative Agent’s rights, as powers and duties in such capacity shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement. The fees payable by the Borrower to a successor agent is appointed Administrative Agent shall be the same as provided for abovethose payable to its predecessor unless otherwise agreed between the Borrower and such successor. After any terminated Administrative Agent’s termination hereunder as such agent, the provisions of this Article VII and Section 2.11, Section 2.15, Section 10.5 and Section 10.6 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Successor Administrative Agent. (a) The Administrative Agent may (i) resign at any time as Administrative Agent upon 30 days’ under the Loan Documents by giving written notice thereof to the Lenders and the Borrower. If the Administrative Agent shall resign Borrower or (ii) be removed as Administrative Agent under this Agreement and the Loan Documents for gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final, non-appealable judgment, upon 30 days’ prior written notice by all Lenders (other Loan Documents, than the Lender then upon acting as Administrative Agent). Upon any such resignationresignation or removal, the Required Requisite Lenders shall have the right to appoint a successorsuccessor Administrative Agent which appointment shall, which successor agent shall (unless an provided no Default or Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing) exists, be subject to approval by the Borrower (Borrower’s approval, which approval shall not be unreasonably withheld or delayeddelayed (except that the Borrower shall, in all events, be deemed to have approved each Lender and any of its Affiliates as a successor Administrative Agent). If no successor Administrative Agent shall have been so appointed in accordance with the immediately preceding sentence, whereupon and shall have accepted such successor agent shall succeed to appointment, within 30 days after the rights, powers and duties resigning Administrative Agent’s giving of notice of resignation or the giving of notice of removal 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 shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring current Administrative Agent may, on behalf of the Lenders and the Issuing LenderBanks, appoint a successor Administrative Agent Agent, which shall be a bank with an office in New YorkLender, New Yorkif any Lender shall be willing to serve, or otherwise shall be a financial institution having total combined assets of at least $50,000,000,000 and an Affiliate of any such bank, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) Eligible Assignee or Section 8.1(g) with respect another Person acceptable to the Requisite Lenders. (b) The Administrative Agent may be removed as Administrative Agent under the Loan Documents, with or without cause, upon 15 days’ prior written notice from the Borrower to the Administrative Agent and all the Lenders; provided that upon such removal Bank of America, N.A. is appointed as successor Administrative Agent (in such capacity, “Successor Agent”) and accepts such appointment thereof. Xxxxx Fargo, as the retiring Administrative Agent, shall, at the sole cost and expense of the Borrower, take such actions and furnish such information, documents, instruments and agreements as are customary in its business practices and may be reasonably requested from time to time by Successor Agent in order to facilitate and complete the transfer of the administrative agency function to the Successor Agent. (c) If the Administrative Agent shall have occurred notify the Borrower and the Lenders that no Lender has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made to each Lender and each applicable Issuing Bank directly, until such time as a successor Administrative Agent has been appointed as provided for above in this Section; provided, further that such Lenders and such Issuing Bank so acting directly shall be and be continuing deemed to be protected by all indemnities and other provisions herein for the benefit and protection of the Administrative Agent as if each such Lender or (ii) such successor agent is a Lender) be subject to approval by Issuing Bank were itself the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason)Administrative Agent. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent pursuant to the terms of clause (a) or (b) above, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring current Administrative Agent, and the retiring current Administrative Agent shall be discharged from its duties and obligations hereunderunder the Loan Documents. The fees payable Any resignation by any Borrower to a successor an Administrative Agent shall also constitute the resignation as an Issuing Bank and as the Swingline Lender by the Lender then acting as Administrative Agent (the “Resigning Lender”). Upon the acceptance of a successor’s appointment as Administrative Agent hereunder (i) the Resigning Lender shall be discharged from all duties and obligations of an Issuing Bank and the same Swingline Lender hereunder and under the other Loan Documents and (ii) any successor Issuing Bank shall issue letters of credit in substitution for all Letters of Credit issued by the Resigning Lender as those payable an Issuing Bank outstanding at the time of such succession (which letters of credit issued in substitutions shall be deemed to its predecessor unless otherwise agreed between be Letters of Credit issued hereunder) or make other arrangements satisfactory to the Resigning Lender to effectively assume the obligations of the Resigning Lender with respect to such Borrower and such successorLetters of Credit. After the any Administrative Agent’s resignation hereunderor removal hereunder as Administrative Agent pursuant to the terms of clause (a) or (b) above, the provisions of this Article and Section 10.5 XII. shall continue in effect for the to inure to its benefit of such retiring Administrative Agent in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by under the date that is 30 days following a retiring Administrative Agent’s notice of resignationLoan Documents. Notwithstanding anything contained herein to the contrary, 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 a successor agent is appointed as provided for abovemay assign its rights and duties under the Loan Documents to any of its Affiliates by giving the Borrower and each Lender prior written notice.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving 30 days' prior written notice thereof to the other Lenders and NCO Group on behalf of the Borrowers. The Administrative Agent may be removed by the Majority Lenders at any time for cause by such Majority Lenders giving 30 days' prior written notice thereof to the Administrative Agent, the other Lenders and NCO Group on behalf of the Borrowers. Upon any such resignation or removal, the Majority Lenders shall have the right to appoint a successor Administrative Agent with (so long as no Default or Event of Default shall have occurred and then be continuing) the consent of NCO Group on behalf of the Borrowers whose consent shall not be unreasonably withheld or delayed. If no successor Administrative Agent shall have been so appointed and consented to, and shall have accepted such appointment, within 30 days after such notice of resignation or removal, then another Lender shall have the right to become the successor Administrative Agent by giving written notice thereof to NCO Group and the Lenders and if no Lender volunteers to become successor Administrative Agent or fails to give such notice within thirty five (35) days after the retiring Administrative Agent's notice of resignation or removal, then the retiring Administrative Agent may (but shall not be required to) appoint a successor Administrative Agent. Each successor Administrative Agent shall be a Lender if any Lender shall at the time be willing to become the successor Administrative Agent, and if no Lender shall then be so willing, then such successor Administrative Agent shall be an Eligible Institution. Upon the acceptance by a successor Administrative Agent of its appointment as Administrative Agent upon 30 days’ notice to the Lenders and the Borrower. If the hereunder, such successor Administrative Agent shall resign as thereupon succeed to and become vested with all the properties, rights, powers, privileges and duties of the former Administrative Agent in its capacity as such, without further act, deed or conveyance. Upon the effective date of resignation or removal of a retiring Administrative Agent, such Administrative Agent shall be discharged from its duties under this Agreement and the other Loan Documents, then upon any such resignation, the Required Lenders shall have the right to appoint a successor, which successor agent shall (unless an Event of Default under Section 8.1(a) or Section 8.1(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 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 shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Lender, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason). Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successor. After the Administrative Agent’s resignation hereunder, but the provisions of this Article and Section 10.5 Agreement shall continue in effect for the inure to its benefit of such retiring Administrative Agent in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as Administrative AgentAgent under this Agreement. If and so long as no successor agent has accepted appointment as Administrative Agent shall have been appointed, then any notice or other communication required or permitted to be given by the date that 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 Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until shall be sufficiently given if given by the Majority Lenders, all notices or other communications required or permitted to be given to the Administrative Agent shall be given to each Lender, and all payments to be made to the Administrative Agent shall be made directly to the Borrowers or Lender for whose account such time, if any, as a successor agent payment is appointed as provided for abovemade.

Successor Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent as provided below, the Administrative Agent may resign as Administrative Agent upon 30 days’ notice to the Lenders and the BorrowerAgent. If the Administrative Agent shall resign have given notice of its resignation as Administrative Agent under this Agreement and the other Loan Documents, then upon any such resignation, the Required Lenders shall have appoint from among the right to appoint Lenders a successorsuccessor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8.1(a9(a) or Section 8.1(g9(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; provided that in no event shall any such successor Administrative Agent be a Defaulting Lender or a Disqualified Institution. If no successor shall have been so appointed agent has accepted appointment as Administrative Agent by the Required Lenders and shall have accepted such appointment within thirty (30) date that is 30 days after the following a retiring Administrative Agent gives Agent’s notice of its resignation, then the retiring resigning Administrative Agent may, on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank, which successor agent ; provided that in no event shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or (ii) any such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason). Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successora Defaulting Lender or a Disqualified Institution. After the any retiring Administrative Agent’s resignation hereunderas Administrative Agent, the provisions of this Article and Section 10.5 10 shall continue in effect for the inure to its benefit of such retiring Administrative Agent in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, under this Agreement and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as a successor agent is appointed as provided for aboveother Loan Documents.

Successor Administrative Agent. (a) The Administrative Agent may resign as Administrative Agent may, upon 30 days’ thirty (30) Business Days' notice to the Lenders Banks and the BorrowerCompany, resign at any time (effective upon the appointment of a successor Administrative Agent pursuant to the provisions of this Section 10.09) by giving written notice thereof to the Banks and the Company. If Such resignation of the Administrative Agent shall resign also operate as Administrative Agent under this Agreement a resignation of BT as an Issuing Bank (in respect of any Letters of Credit to be issued after such resignation) and the other Loan Documents, then upon as Collateral Agent. Upon any such resignation, the Required Lenders Majority Banks shall have the right to appoint a successorright, which successor agent shall upon five (unless an Event of Default under Section 8.1(a5) or Section 8.1(g) with respect to the Borrower shall have occurred days' notice and be continuing) be subject to approval by the Borrower Company (which approval shall not be unreasonably withheld or delayed), whereupon such to appoint a 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 which 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 Loansalso serve as a successor Issuing Bank and successor Collateral Agent. If no successor Administrative Agent (i) shall have been so appointed by the Required Lenders Majority Banks, and (ii) shall have accepted such appointment appointment, within thirty (30) days after the retiring Administrative Agent gives Agent's giving of notice of its resignationresignation then, then upon five (5) days notice, the retiring Administrative Agent may, on behalf of the Lenders and the Issuing LenderBanks, appoint a successor Administrative Agent Agent, which shall be also serve as a bank with an office in New York, New York, or an Affiliate of any such bank, which successor agent shall Issuing Bank and successor Collateral Agent. (unless (ib) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason). Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successorunder this Agreement. After the any retiring Administrative Agent’s 's resignation hereunderhereunder as Administrative Agent, the provisions of this Article and Section 10.5 10 shall continue in effect for the inure to its benefit of such retiring Administrative Agent in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as Administrative Agent under this Agreement. (c) In the event of a material breach by the Administrative Agent of its duties hereunder, the Administrative Agent may be removed by the Majority Banks (other than the Administrative Agent in its individual capacity and without giving effect to any Loans or Commitments made by the Administrative Agent in its individual capacity) for cause and the provisions of this Section 10.09 shall apply to the appointment of a successor Administrative Agent. If no successor agent has accepted appointment Removal of BT as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall 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, also operate as a successor agent is appointed removal of BT as provided for abovean Issuing Bank and Collateral Agent.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 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 upon any such resignation, the Required Lenders shall have the right to appoint a successor, which successor agent shall (unless an Event of Default under Section 8.1(a) or Section 8.1(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 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 shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason). Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.5 shall continue in effect for the benefit of such retiring Administrative Agent in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall 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 a successor agent is appointed as provided for above.

Successor Administrative Agent. The Administrative Agent (i) may resign as Administrative Agent upon 30 or (ii) shall resign if such resignation is requested by the Required Banks (if the Administrative Agent is a Bank, the Administrative Agent's Loans and its Commitment shall be considered in determining whether the Required Banks have requested such resignation) or required by Section 4.4.2 [Replacement of a Bank], in either case of (i) or (ii) by giving not less than thirty (30) days’ ' prior written notice to the Lenders and the Borrower. If the Administrative Agent shall resign under this Agreement, then either (a) the Required Banks shall appoint from among the Banks a successor agent for the Banks, subject to the consent of the Borrower, such consent not to be unreasonably withheld, or (b) if a successor agent shall not be so appointed and approved within the thirty (30) day period following the Administrative Agent's notice to the Banks of its resignation, then the Administrative Agent shall appoint, with the consent of the Borrower, such consent not to be unreasonably withheld, a successor agent who shall serve as Administrative Agent under this Agreement until such time as the Required Banks appoint and the other Loan DocumentsBorrower consents to the appointment of a successor agent, then upon provided that the consent of the Borrower shall not be required if any such resignation, the Required Lenders shall have the right to appoint a successor, which successor agent shall (unless an Event of Default under Section 8.1(athen exists. Upon its appointment pursuant to either clause (a) or Section 8.1(g(b) 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)above, 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 shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Lender, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason). Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.5 shall continue in effect for the benefit of such retiring Administrative Agent in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall 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 a successor agent is appointed as provided for above."

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 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 upon any such resignation, the Required Lenders shall have appoint from among the right to appoint Lenders a successorsuccessor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8.1(a) or Section 8.1(g) 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 delayeddelayed and shall not be required if an Event of Default exists and is continuing), 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 shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Lender, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason). Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.5 shall continue in effect for the benefit of such retiring Administrative Agent in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 ten 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, which agent is appointed shall be (a) a bank organized and doing business under the laws of the United States or any state thereof, subject to supervision or examination by federal or state authority and having a total shareholder equity aggregating at least $1,000,000,000 and (b) unless an Event of Default under Section 9(a) or Section 9(f) with respect to the Borrowers shall have occurred and be continuing, be subject to approval by the Borrowers (which approval shall not be unreasonably withheld or delayed). The Syndication Agent may, at any time, by notice to the Lenders and the Administrative Agent, resign as provided for aboveSyndication 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 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.

Successor Administrative Agent. (a) The Administrative Agent may shall have the right to resign as Administrative Agent upon 30 at any time by giving thirty days’ prior written notice thereof to the Lenders Lenders, the Issuing Banks and the Borrower. If the Administrative Agent shall resign as is no longer a Revolving Lender or an Issuing Bank, the Administrative Agent under this Agreement may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Borrower and Administrative Agent and signed by the other Loan DocumentsRequired Lenders. If the Administrative Agent or the Required Lenders, then upon as applicable, deliver any such resignationnotice of resignation or removal, the Required Lenders shall have the right to appoint a successorfinancial institution which shall be a commercial bank, which successor agent shall trust company or other Person reasonably acceptable to the Borrower with offices in the U.S. having combined capital and surplus in excess of $1,000,000,000 or the Lender Representative to act as the Administrative Agent hereunder, subject to the consent of the Borrower (unless such consent not to be unreasonably withheld or delayed); provided, that during the existing and during the continuation of an Event of Default under Section 8.1(a) 7.01(a), or Section 8.1(g) with respect to the Borrower, Sections 7.01(f) or (g), no consent of the Borrower shall have occurred be required. The Administrative Agent’s resignation shall become effective on the earliest of (i) thirty (30) days after delivery of the notice of resignation (regardless of whether a successor has been appointed or not), and be continuing(ii) be subject to approval the acceptance of such successor Administrative Agent by the Borrower and the Required Xxxxxxx. Upon any such notice of resignation (which approval or such later date as the Administrative Agent may reasonably agree), if a successor Administrative Agent has not already been appointed by the retiring Administrative Agent, Required Lenders shall have the right, upon five Business Days’ notice to the Borrower, to appoint a successor Administrative Agent with the consent of the Borrower (such consent not be unreasonably withheld or delayed), whereupon such ) which 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 shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Lender, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such commercial bank, which successor agent shall (unless (i) trust company or other Person reasonably acceptable to the Borrower with offices in the U.S. having combined capital and surplus in excess of $1,000,000,000 or the Lender Representative; provided, that during the existing and during the continuation of an Event of Default under Section 8.1(a) 7.01(a), or Section 8.1(g) with respect to the Borrower, Sections 7.01(f) or (g), no consent of the Borrower shall have occurred and be continuing or required. (iib) such successor agent is a Lender) be subject to approval by If, upon notice of resignation, neither Required Xxxxxxx nor the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason). Upon the acceptance of its appointment as Administrative Agent hereunder by have appointed a successorsuccessor Administrative Agent, such successor the Required Xxxxxxx shall succeed be deemed to have succeeded to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided that, until a successor Administrative Agent reasonably satisfactory to the Borrower is so appointed by the Required Lenders or the Administrative Agent, any collateral security held by the Administrative Agent shall continue to be held by it until such time as a successor agent is appointed. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent and the retiring or removed Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all sums, Securities and other items of Collateral held under the Loan Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Loan Documents, and (ii) at the expense of the Borrower, execute and deliver to such successor Administrative Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent of the security interests created under the Loan Documents, whereupon such retiring Administrative Agent shall be discharged from its duties and obligations hereunder. hereunder (other than its obligations under Section 9.13 hereof). (c) The fees payable by any the Borrower to a any successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such the Borrower and such successor. After the successor Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.5 shall continue in effect for the benefit of such retiring Administrative Agent in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall 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 a successor agent is appointed as provided for above.

Successor Administrative Agent. The Administrative Agent may resign at any time as Administrative Agent upon 30 days’ under the Loan Documents by giving written notice thereof to the Lenders and the Borrower. If The Administrative Agent may be removed as administrative agent by all of the Lenders (other than the Lender then acting as Administrative Agent) and the Borrower upon 30 days' prior written notice if the Administrative Agent shall resign as Administrative Agent under this Agreement and (i) is found by a court of competent jurisdiction in a final, non-appealable judgment to have committed gross negligence or willful misconduct in the other Loan Documentscourse of performing its duties hereunder or (ii) has become or is insolvent or has become the subject of a bankruptcy or insolvency proceeding, then upon or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such resignationproceeding or appointment. Upon any such resignation or removal, the Required Requisite Lenders shall have the right to appoint a successorsuccessor Administrative Agent which appointment shall, which successor agent shall (unless an provided no Default or Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing) exists, be subject to approval by the Borrower (Borrower's approval, which approval shall not be unreasonably withheld or delayed)delayed (except that the Borrower shall, whereupon such in all events, be deemed to have approved each Lender and any of its affiliates as a 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 Administrative Agent shall have been so appointed by in accordance with the Required Lenders immediately preceding sentence, and shall have accepted such appointment appointment, within thirty (30) days after the retiring current Administrative Agent gives Agent's giving of notice of its resignationresignation or the Lenders' removal of the current Administrative Agent, then the retiring current Administrative Agent may, on behalf of the Lenders and the Issuing LenderBank, appoint a successor Administrative Agent Agent, which shall be a bank with Lender, if any Lender shall be willing to serve, and otherwise shall be an office in New York, New York, or an Affiliate of any such bank, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason)Eligible Assignee. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring current Administrative Agent, and the retiring current Administrative Agent shall be discharged from its duties and obligations hereunderunder the Loan Documents. The fees payable by any Borrower to a Such successor Administrative Agent shall be issue letters of credit in substitution for the same as those payable Letters of Credit, if any, outstanding at the time of such succession or shall make other arrangements satisfactory to its predecessor unless otherwise agreed between the current Administrative Agent, in either case, to assume effectively the obligations of the current Administrative Agent with respect to such Borrower and such successorLetters of Credit. After the any Administrative Agent’s 's resignation hereunderor removal hereunder as Administrative Agent, the provisions of this Article and Section 10.5 XII. shall continue in effect for the to inure to its benefit of such retiring Administrative Agent in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by under the date that is 30 days following a retiring Administrative Agent’s notice of resignationLoan Documents. Notwithstanding anything contained herein to the contrary, 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 a successor agent is appointed as provided for abovemay assign its rights and duties under the Loan Documents to any of its affiliates by giving the Borrower and each Lender prior written notice.

Successor Administrative Agent. (a) The Administrative Agent may resign as Administrative Agent upon at any time by giving 30 days’ prior written notice thereof to the Lenders Lenders, the Issuing Bank and the Borrower. If the , whether or not a successor Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon has been appointed. Upon any such resignation, the Required Lenders shall have the right right, in consultation with the Borrower and with the consent (such consent not to appoint a successorbe unreasonably withheld, which successor agent shall delayed or conditioned) of the Borrower (unless an a Specified Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing) be subject ), to approval by the Borrower appoint a successor Administrative Agent (which approval shall not be unreasonably withheld or delayedan Ineligible Institution), 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 Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Administrative Agent gives Agent’s giving of notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing LenderBank, appoint a successor Administrative Agent Agent, which shall be a bank with an office in New York, New York, York or an Affiliate of any such bankbank (but in any event shall not be an Ineligible Institution). In either case, which successor agent such appointment shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to the prior written approval by of the Borrower (which approval may not be unreasonably withheld and shall not be withheld or delayed by the Borrower except for required while a bona fide valid reasonSpecified Event of Default has occurred and is continuing). Upon the acceptance of its any appointment as 117 (b) Each Lender, by delivering its signature page to this Agreement on the Effective Date, or delivering its signature page to an Assignment and Assumption or any other Loan Document pursuant to which it shall become a Lender hereunder, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent hereunder or the Lenders on the Effective Date. (c) Each Lender hereby agrees that: (i) it has requested a copy of each Report prepared by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties or on behalf of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successor. After the Administrative Agent; (ii) the Administrative Agent (x) makes no representation or warranty, express or implied, as to the completeness or accuracy of any Report or any of the information contained therein or any inaccuracy or omission contained in or relating to a Report and (y) shall not be liable for any information contained in any Report; (iii) the Reports are not comprehensive audits or examinations, and that any Person performing any field examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel and that the Administrative Agent undertakes no obligation to update, correct or supplement the Reports; (iv) it will keep all Reports confidential and strictly for its internal use, not share the Report with any Loan Party or any other Person except as otherwise permitted pursuant to this Agreement (including without limitation Section 9.11); and (v) without limiting the generality of any other indemnification provision contained in this Agreement, (x) it will hold the Administrative Agent and any such other Person preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any extension of credit that the indemnifying Lender has made or may make to the Borrower, or the indemnifying Lender’s resignation hereunderparticipation in, or the indemnifying Lender’s purchase of, a Loan or Loans, and (y) it will pay and protect, and indemnify, defend, and hold the Administrative Agent and any such other Person preparing a Report harmless from and against, the provisions claims, actions, proceedings, damages, costs, expenses, and other amounts (including reasonable attorneys’ fees) incurred by the Administrative Agent or any such other Person as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender in violation of this Article Agreement; provided that such indemnity shall not be available to the extent that such Liabilities or related expenses are determined by a court of competent jurisdiction by final and Section 10.5 shall continue in effect for non-appealable judgment to have resulted from the benefit of such retiring Administrative Agent in respect of any actions taken gross negligence or omitted to be taken by any of them while it was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties willful misconduct of the Administrative Agent hereunder until such time, if any, as a successor agent is appointed as provided for aboveor other applicable Person to be indemnified.

Successor Administrative Agent. The (a) Administrative Agent may resign as from the performance of all its functions and duties hereunder and under the other Financing Documents at any time by giving thirty (30) days’ written notice to Borrower and the Lenders. Administrative Agent upon 30 days’ notice may be removed at any time (i) by the Requisite Lenders (x) for such Person’s gross negligence or willful misconduct or (y) if such Person is a Defaulting Lender pursuant to clause (d) of the definition thereof, to the Lenders and extent permitted by applicable Government Rule or (ii) by Borrower, with the Borrowerconsent of the Requisite Lenders, for such Person’s gross negligence or willful misconduct. If In the event Société Générale is no longer Administrative Agent, any successor Administrative Agent may be removed at any time with cause by the Requisite Lenders. Any such resignation or removal shall resign as take effect upon the appointment of a successor Administrative Agent, in accordance with this Section 8.7. (b) Upon any notice of resignation by Administrative Agent under this Agreement and or upon the other Loan Documentsremoval of Administrative Agent by the Requisite Lenders, then upon any such resignationor by Borrower with the approval of the Requisite Lenders pursuant to Section 8.7(a), the Required Requisite Lenders shall have the right to appoint a successorsuccessor Administrative Agent, hereunder and under each other Financing Document to which Administrative Agent is a party, which successor agent shall (unless an Event of Default under Section 8.1(a) or Section 8.1(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 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 terminateda commercial bank having a combined capital and surplus of at least one billion Dollars ($1,000,000,000); provided that, without any other if no Default or further act or deed on the part Event of such former Administrative Agent or any Default shall then be continuing, appointment of the parties to this Agreement or any holders of the Loans. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Lender, appoint a successor Administrative Agent which shall also be a bank with an office in New York, New York, or an Affiliate of any such bank, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect acceptable to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to approval by the Borrower (which approval shall such acceptance not to be withheld unreasonably withheld, conditioned or delayed by the Borrower except for a bona fide valid reasondelayed). Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successor. (c) If no successor Administrative Agent has been appointed by the Requisite Lenders within thirty (30) days after the date a notice of resignation was given by the resigning Administrative Agent, or the Requisite Lenders elected to remove such Person, any Secured Party may petition any court of competent jurisdiction for the appointment of a successor Administrative Agent. Such court may thereupon, after such notice, if any, as it may deem proper, appoint a successor Administrative Agent, who shall serve as Administrative Agent hereunder and under each other Financing Document to which it is a party until such time, if any, as the Requisite Lenders appoint a successor Administrative Agent, as provided above. (d) Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or removed) Administrative Agent, and the retiring (or removed) Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Financing Documents. After the retirement or removal of Administrative Agent’s resignation hereunderAgent hereunder and under the other Financing Documents, the provisions of this Article Section 8 and Section 10.5 9.3 (Indemnity) shall continue in effect for the benefit of such retiring Administrative (or removed) Person, its sub-agents and their respective Agent Affiliates in respect of any actions taken or omitted to be taken by any of them while it the retiring Person was acting in its capacity as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall 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 a successor agent is appointed as provided for above.

Successor Administrative Agent. The Subject to the appointment of a successor Administrative Agent as provided below, Chase (and any successor thereto as Administrative Agent) may resign as Administrative Agent upon 30 under this Agreement by giving at least thirty (30) days’ ' notice thereof to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon Upon any such resignation, the Required Majority Lenders shall have appoint from among the right to appoint Lenders a successorsuccessor Administrative Agent for the Lenders, which successor agent Administrative Agent shall be reasonably acceptable to the Borrower (unless an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have has occurred and be is 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 Administrative Agent shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within thirty (30) days after the retiring resigning Administrative Agent gives Agent's giving of notice of its resignation, then the retiring resigning Administrative Agent may, on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Administrative Agent Agent, which shall be a bank Lender or any other lender with an office in New York, New York, or an Affiliate York having a combined capital and surplus of any such bank, not less than $500,000,000 and which successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect be reasonably acceptable to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason)Borrower. Upon the acceptance of its appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring resigning Administrative Agent, and the retiring resigning Administrative Agent shall be discharged from its duties and obligations hereunder, without any other or further act or deed on the part of the resigning Administrative Agent or any of the parties to this Agreement or any holders of the Notes. The fees payable by After any Borrower to a successor resigning Administrative Agent shall cease to be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successor. After the Administrative Agent’s resignation Agent hereunder, the provisions of this Article and Section 10.5 subsection 9.9 shall continue in effect for the its benefit of such retiring Administrative Agent in respect of any actions taken or omitted to be taken by any of them it while it was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, under this Agreement and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as a successor agent is appointed as provided for aboveother Loan Documents.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 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 upon any such resignation, the Required Lenders shall have appoint from among the right to appoint Lenders a successorsuccessor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8.1(a8(a) or Section 8.1(g8(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 shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice Loans or issuers of its resignation, then the retiring Administrative Agent may, on behalf Letters of the Lenders and the Issuing Lender, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason). Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.5 shall continue in effect for the benefit of such retiring Administrative Agent in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative AgentCredit. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall 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 is appointed 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 Arrangers, any Agent or any Lender. After any retiring Agent’s resignation as 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 Agent under this Agreement and the other Loan Documents.

Successor Administrative Agent. (a) The Administrative Agent may resign as Administrative Agent upon 30 at any time by giving at least ninety (90) days’ written notice thereof to the Lenders Funding Agents, the Transferor and the BorrowerInitial Purchaser. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon Upon any such resignation, the Required Lenders Owners shall have the right to appoint a successor, which successor agent shall (unless an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing) be subject to approval Administrative Agent approved by the Borrower Transferor (which approval shall will 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 Administrative Agent shall have been so appointed by the Required Lenders Owners (and approved by the Transferor) and shall have accepted such appointment within thirty ninety (3090) days after the retiring Administrative Agent gives Agent’s giving of notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders Owners and the Issuing LenderFunding Agents, appoint a successor Administrative Agent which shall be a bank with an office in New Yorkwhich, New York, or if such successor Administrative Agent is not an Affiliate of any such bankof the Funding Agents, is approved by the Transferor (which approval will not be unreasonably withheld or delayed), and which successor agent Administrative Agent shall be (unless x) either (i) an Event a commercial bank having a combined capital and surplus of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or at least $250,000,000, (ii) an Affiliate of such successor agent is a Lenderbank, or (iii) an Affiliate of The Toronto-Dominion Bank, and (y) experienced in the types of transactions contemplated by this Agreement. 740293053.3 21668437 (b) The Owners, acting unanimously through their respective Funding Agents (excluding the Administrative Agent and the related Funding Agent and Owner), may replace the Administrative Agent by giving written notice to the Administrative Agent. Any such replacement Administrative Agent shall be appointed and subject to the prior written approval by of all Owners (excluding the Borrower (Administrative Agent and the related Funding Agent and Owner), which approval shall not be unreasonably withheld or delayed delayed. The replacement Administrative Agent shall notify the Transferor, the Initial Purchaser and the Servicer of such replacement. (c) The Transferor may replace the Administrative Agent by giving written notice to the Borrower except for Administrative Agent, the Funding Agents and the Initial Purchaser at least one hundred twenty (120) days prior to the then current Scheduled Expiry Date. Any such replacement Administrative Agent shall be subject to the prior written approval of the Required Owners, which approval shall not be unreasonably withheld or delayed. If the Required Owners have not approved a bona fide valid reasonreplacement Administrative Agent on or before the then current Scheduled Expiry Date, the Administrative Agent shall continue to serve in such capacity until it resigns in accordance with Section 10.7(a) or is replaced in accordance with this Section 10.7(c). . (d) Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or replaced Administrative Agent, and the retiring or replaced Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successorunder this Agreement. After the any retiring or replaced Administrative Agent’s resignation hereunderor replacement hereunder as Administrative Agent, the provisions of this Article and Section 10.5 X shall continue in effect for the inure to its benefit of such retiring Administrative Agent in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall 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 a successor agent is appointed as provided for aboveunder this Agreement.

Successor Administrative Agent. The Subject to Section 9.14, each of the Administrative Agent and the Collateral Agent may respectively resign as Administrative an Agent in its respective capacity upon 30 thirty (30) days’ notice to the Lenders and the Borrower. If the Administrative Agent shall resign or Collateral Agent is subject to a Lender-Related Distress Event, either the Required Lenders or the Borrower may upon ten (10) days’ prior notice remove such Agent. If the Administrative Agent or Collateral Agent resigns as Administrative an Agent under this Agreement and the other Loan DocumentsDocuments or is delivered a removal notice, then upon any such resignation, the Required Lenders shall have appoint from among the right to appoint Lenders a successorsuccessor agent for the Lenders, which successor agent shall (unless an a Specified Event of Default under Section 8.1(a) or Section 8.1(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 successor agent shall succeed to the rights, powers and duties of the Administrative such Agent, and the term “Administrative Agent” shall mean reference to the resigning Agent means 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 LoansLoans or Commitments. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignationresignation or the delivery of such removal notice, then the retiring Administrative Agent (or in the case of a removal, the Borrower) may, on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Administrative Agent. If no successor agent has accepted appointment as an Agent which shall be by the date that is thirty (30) days following a bank with an office retiring Agent’s notice of resignation or the delivery of such removal notice, the retiring Agent’s resignation will nevertheless thereupon become effective, and the Required Xxxxxxx will thereafter perform all the duties of such Agent xxxxxxxxx and/or under any other Loan Document until such time, if any, as the Required Xxxxxxx appoint a successor Agent (except that in New York, New York, or an Affiliate the case of any collateral security held by a retiring Collateral Agent for the Secured Parties for purposes of maintaining the perfection of the Lien on the Collateral securing the Obligations, such bankretiring Collateral Agent shall continue to hold such collateral security until such time as a successor Agent is appointed), which successor agent shall (unless (i) an a Specified Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lendercontinuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed by the Borrower except for a bona fide valid reasondelayed). Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the After any retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successor. After the Administrative Agent’s resignation hereunderas Agent, the provisions of this Article IX and Section 10.5 10.06 shall continue in effect for the inure to its benefit of such retiring Administrative Agent in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative an Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, under this Agreement and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as a successor agent is appointed as provided for aboveother Loan Documents.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 at any time by giving thirty (30) days’ ' prior written notice to the Lenders Lenders, the REIT and the BorrowerBorrowers. If The Majority Lenders, for good cause, may remove the Administrative Agent at any time by giving thirty (30) days' prior written notice to the Administrative Agent, the REIT, the Borrowers and the other Lenders. For the purpose of the preceding sentence, the term "good cause" shall resign include, at any time when an Event of Default shall have occurred and be continuing, a material conflict (as determined in the reasonable judgment of the Majority Lenders) between the duties and obligations of the Administrative Agent under this Agreement and any duties and obligations of the other same institution as Subordinated Note Agent under the REIT Subordinated Term Loan Documents, then upon Agreement. Upon any such resignationresignation or removal, the Required Majority Lenders shall have the right to appoint a successorsuccessor Administrative Agent, which successor agent appointment shall be subject (unless an so long as no Default or Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing) be subject , to the approval by of the Borrower (which Borrowers, 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 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 Administrative Agent shall have been so appointed by the Required Majority Lenders and shall have 91 accepted such appointment within thirty (30) days after the retiring Administrative Agent gives Agent's giving notice of its resignationresignation or the Majority Lenders' giving notice of removal, as the case may be, then the retiring Administrative Agent maymay appoint, on behalf of the Lenders REIT, the Borrowers and the Issuing LenderLenders, appoint a successor Administrative Agent. Each such successor Administrative Agent which shall be a bank with financial institution which meets the requirements of an office in New York, New York, or an Affiliate of any such bank, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason)Eligible Assignee. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be hereunder and under the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successorother Loan Documents. After the any retiring Administrative Agent’s 's resignation hereunder, the provisions of this Article and Section 10.5 14 shall continue in effect for the its benefit of such retiring Administrative Agent in respect of any actions taken or omitted to be taken by any of them it while it was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall 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 a successor agent is appointed as provided for abovehereunder.

Successor Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent as provided below, the Administrative Agent may resign as Administrative Agent upon 30 days’ notice to the Lenders and the BorrowerAgent. If the Administrative Agent shall resign have given notice of its resignation as Administrative Agent under this Agreement and the other Loan Documents, then upon any such resignation, the Required Lenders shall have appoint from among the right to appoint Lenders a successorsuccessor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8.1(a9(a) or Section 8.1(g9(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 shall have been so appointed agent has accepted appointment as Administrative Agent by the Required Lenders and shall have accepted such appointment within thirty (30) date that is 30 days after the following a retiring Administrative Agent gives Agent’s notice of its resignation, then the retiring resigning Administrative Agent may, on behalf of the Lenders and the Issuing LenderBank, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect or, in any case, Bear Xxxxxxx Corporate Lending Inc. The Syndication Agent may, at any time, by notice to the Borrower shall have occurred Lenders and be continuing or (ii) such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason). Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, resign as Syndication Agent hereunder, whereupon the duties, rights, obligations and responsibilities of the retiring 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 shall be discharged from its duties and obligations hereunder. The fees payable by or any Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successorLender. After the any retiring Administrative Agent’s resignation hereunderas Administrative Agent, the provisions of this Article and Section 10.5 10 shall continue in effect for the inure to its benefit of such retiring Administrative Agent in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, under this Agreement and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as a successor agent is appointed as provided for aboveother Loan Documents.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ notice to the Lenders and the Borrower. If at any time the Administrative Agent shall resign deems it advisable, in its sole discretion, it may submit to each of the Lenders a written notice of its resignation as Administrative Agent under this Agreement Agreement, such resignation to be effective upon the earlier of (i) the written acceptance of the duties of the Administrative Agent under the Loan Documents by a successor Administrative Agent and (ii) on the other Loan Documents, then upon 60th day after the date of such notice. Upon any such notice of resignation, the Required Lenders shall have the right to appoint from among the Lenders a successor, which successor agent shall (unless an Event of Default under Section 8.1(a) or Section 8.1(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 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 Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment in writing within thirty (30) 45 days after the retiring Administrative Agent gives Agent's giving of notice of its resignation, then the retiring Administrative Agent mayshall, on behalf of in consultation with the Lenders and the Issuing LenderBorrower, appoint a successor Administrative Agent which on behalf of the Lenders prior to the end of the 60th day from such notice from among any of the Lenders who shall be have at such time agreed to act as the successor Administrative Agent and shall have at such time a bank Commitment of at least $10,000,000 (an "APPROVED SUCCESSOR"). If no Lender has a Commitment of at least $10,000,000 (or no Lender whose Commitment is at least $10,000,000 shall agree to accept such appointment), then the retiring Administrative Agent shall, in consultation with an office in New York, New York, or an Affiliate of any such bank, which successor agent shall the Borrower (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have has occurred and be continuing is continuing), appoint any other Lender or (ii) such any other commercial bank organized under the laws of the United States of America or any State thereof and having a combined capital and surplus of at least $100,000,000 as a successor agent is Administrative Agent. Any appointment of a Lender) successor Administrative Agent shall be subject to the approval by of the Borrower (Borrower, which approval shall not be unreasonably withheld or delayed by delayed, and shall be given in any event prior to the end of the 60th day from the date of the retiring Administrative Agent's notice of resignation, provided that during any period in which there exists and is continuing an Event of Default, no approval from the Borrower except for a bona fide valid reason)to the appointment of an Approved Successor shall be required. Upon the acceptance of its an appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent and any required approval of such successor Administrative Agent by the Borrower in accordance with the terms of this Section, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent's rights, powers, privileges and duties as Administrative Agent under the Loan Documents shall be discharged from its duties and obligations hereunderterminated. The fees payable by any Borrower to a successor Administrative Agent and the Lenders shall execute such documents as shall be the same as those payable necessary to its predecessor unless otherwise agreed between effect such Borrower and such successorappointment. After the any retiring Administrative Agent’s 's resignation hereunderhereunder as Administrative Agent, the provisions of this Article and Section 10.5 the Loan Documents shall continue in effect for the inure to its benefit of such retiring Administrative Agent in respect of as to any actions taken or omitted to be taken by any of them it while it was Administrative Agent under the Loan Documents. The Supermajority Lenders may remove the Administrative Agent from its capacity as administrative agent in the event of the Administrative Agent's willful misconduct or gross negligence. The Commitment of the Lender then acting as Administrative Agent. If no successor agent has accepted appointment as , if the Administrative Agent by is being removed due to willful misconduct or gross negligence pursuant to this Section 10.9, shall be disregarded in determining the Supermajority Lenders. Such removal shall be in accordance with the Intercreditor Agreement of even date that is 30 days following a retiring herewith among the Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, Agent and the Lenders shall assume and perform all of the duties of the which provides, among other things, that any successor Administrative Agent hereunder until such time, if any, as must satisfy the conditions for a successor agent is appointed as provided for aboveAdministrative Agent contained above in this Section 10.9.

Successor Administrative Agent. (A) The Administrative Agent may resign as Administrative Agent may, upon 30 days’ five (5) Business Days' notice to the Lenders and the Borrower. If Parent and the Company, resign at any time (effective upon the appointment of a successor Administrative Agent shall resign (including the Lenders acting as Administrative Agent under such pursuant to the provisions of this Agreement Section 8.9(a)) by giving written notice thereof to the Lenders and the other Loan Documents, then upon Parties. Upon any such resignation, the Required Majority Lenders shall have the right to appoint a successorright, which successor agent shall upon five (unless an Event of Default under Section 8.1(a5) or Section 8.1(g) with respect to the Borrower shall have occurred days' notice and be continuing) be subject to approval by the Borrower Parent and the Company (which approval shall not be unreasonably withheld or delayed), whereupon such to appoint a 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 Administrative Agent (i) shall have been so appointed by the Required Lenders Majority Lenders, and (ii) shall have accepted such appointment appointment, within thirty fifteen (3015) days after the retiring Administrative Agent gives Agent's giving of notice of its resignation, then then, upon five (5) days' notice, the retiring Administrative Agent may, on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank, which successor agent shall Agent. (unless (iB) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason). Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successorunder this Agreement. After the any retiring Administrative Agent’s 's resignation hereunderhereunder as Administrative Agent, the provisions of this Article and Section 10.5 8 shall continue in effect for the inure to its benefit of such retiring Administrative Agent in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as Administrative Agent under this Agreement. (C) In the event that no successor Administrative Agent is appointed pursuant to Section 8.9(a) above, the Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 's resignation shall become effective forty (40) days following a retiring Administrative Agent’s after notice of resignation, such resignation is given to the retiring Administrative Agent’s resignation shall nevertheless thereupon become effectiveParent and the Company and the Lenders, and the Majority Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as a successor agent Administrative Agent is appointed as provided for aboveherein.

Successor Administrative Agent. (a) The Administrative Agent may resign as the Administrative Agent upon 30 days’ notice to the Lenders and the BorrowerBorrowers. If (i) the Administrative Agent shall resign as the Administrative Agent under this Agreement and the other Loan DocumentsAgreement, then upon any such resignation, the Required Lenders shall have appoint from among the right to appoint Lenders a successorsuccessor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8.1(a8(h) or Section 8.1(g8(i) with respect to the a Borrower shall have occurred and be continuing) be subject to approval by the Parent Borrower (which approvals shall not be unreasonably withheld or delayed) or (ii) if no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, such retiring Administrative Agent may, on behalf of the Lenders, appoint a successor agent, which successor agent shall (unless an Event of Default under Section 8(h) or 8(i) with respect to a Borrower shall have occurred and be continuing) be subject to approval by the Parent Borrower (which approval shall not be unreasonably withheld or delayed); then, whereupon such in either case, the 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 shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the After any retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Lender, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason). Upon the acceptance of its appointment Agent’s resignation as Administrative Agent hereunder becomes effective the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by a successor, such successor shall succeed to and become vested with all it while it was the rights, powers, privileges and duties of the retiring Administrative Agent, Agent under this Agreement and the retiring Administrative Agent shall be discharged from its duties and obligations hereunderunder this Agreement and the other Loan Documents. The fees payable by Prior to any Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.5 shall continue in effect for the benefit of such retiring Administrative Agent in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effectivehereunder as Administrative Agent, and the Lenders shall assume and perform all of the duties of the retiring Administrative Agent hereunder until shall take such time, if any, action as a may be reasonably necessary to assign to the successor agent is appointed Administrative Agent its rights as provided for aboveAdministrative Agent under the Loan Documents.

Successor Administrative Agent. (a) The Administrative Agent may resign as Administrative Agent upon at any time by giving 30 days’ prior written notice thereof to the Lenders Lender Parties and the Borrower. If Borrower and may be removed at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent shall resign will not be effective until it (or its Affiliate) has been replaced as Administrative Agent under this Agreement an Issuing Bank and the other Loan Documents, then upon released from all obligations in respect thereof. Upon any such resignationresignation or removal, the Required Lenders shall have the right to appoint a successor, which successor agent shall (unless an Event of Default under Section 8.1(a) or Section 8.1(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 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 in consultation with the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the LoansBorrower. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Administrative Agent gives Agent’s giving of notice of its resignationresignation or the Required Lenders’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing LenderLender Parties, appoint a successor Administrative Agent Agent, which shall be a commercial bank with an office in New York, New York, organized under the laws of the United States or an Affiliate of any such bank, which successor agent shall (unless (i) an Event State thereof and having a combined capital and surplus of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason)at least $250,000,000. Upon the acceptance of its any appointment as an Administrative Agent hereunder by a successorsuccessor Administrative Agent, and upon the execution and filing or recording of such financing statements, or amendments thereto and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by this Agreement, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunderAnnex A - 105 under the Loan Documents. The fees payable by any Borrower to If within 45 days after written notice is given of the retiring Administrative Agent’s resignation or removal under this Section 9.06 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Agent’s resignation or removal shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successorprovided above. After the any retiring Administrative Agent’s resignation hereunderor removal hereunder as an Administrative Agent shall have become effective, the provisions of this Article and Section 10.5 IX shall continue in effect for the inure to its benefit of such retiring Administrative Agent in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as an Administrative Agent under this Agreement. (b) In addition to the foregoing, if a Lender becomes, and during the period it remains, a Defaulting Lender, an Issuing Bank and/or the Swing Line Bank may, upon prior written notice to the Borrower and the Administrative Agent. If , resign as Issuing Bank or Swing Line Bank, respectively, effective at the close of business New York time on a date specified in such notice (which date may not be less than thirty (30) days after the date of such notice); provided that such resignation by such Issuing Bank will have no successor agent has accepted appointment as Administrative Agent effect on the validity or enforceability of any Letter of Credit then outstanding or on the obligations of the Borrower or any Lender under this Agreement with respect to any such outstanding Letter of Credit or otherwise to such Issuing Bank; and provided further that such resignation by the date that is 30 days following a retiring Administrative Agent’s notice Swing Line Bank will have no effect on its rights in respect of resignation, any outstanding Swing Line Advances or on the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all obligations of the duties of the Administrative Agent hereunder until Borrower or any Lender under this Agreement with respect to any such time, if any, as a successor agent is appointed as provided for aboveoutstanding Swing Line Advance.

Successor Administrative Agent. The Administrative Agent may (a) resign at any time as Administrative Agent upon 30 days’ under the Loan Documents by giving written notice thereof to the Lenders and the Borrower. If Borrower or (b) be removed as the Administrative Agent shall resign by all of the Lenders (other than the Lender then acting as Administrative Agent under this Agreement Agent) and the other Loan DocumentsBorrower upon 30 days’ prior written notice if the Administrative Agent is found by a court of competent jurisdiction in a final, then upon non-appealable judgment to have committed gross negligence or willful misconduct in the course of performing its duties hereunder. Upon any such resignationresignation or removal, the Required Requisite Lenders shall have the right to appoint a successorsuccessor Administrative Agent which appointment shall, which successor agent shall (unless an provided no Default or Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing) exists, be subject to approval by the Borrower (Borrower’s approval, which approval shall not be unreasonably withheld or delayed)delayed (except that the Borrower shall, whereupon such in all events, be deemed to have approved each Lender and any of its Affiliates as a 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 Administrative Agent shall have been so appointed by in accordance with the Required Lenders immediately preceding sentence, and shall have accepted such appointment appointment, within thirty (30) 30 days after (i) the retiring current Administrative Agent gives Agent’s giving of notice of its resignationresignation or (ii) the Lenders’ giving notice of removal, then the retiring current Administrative Agent may, on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Administrative Agent Agent, which shall be a bank with Lender, if any Lender shall be willing to serve, and otherwise shall be an office in New York, New York, or an Affiliate of any such bank, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason)Eligible Assignee. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring current Administrative Agent, and the retiring current Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be under the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successorLoan Documents. After the any Administrative Agent’s resignation hereunderhereunder as Administrative Agent, the provisions of this Article and Section 10.5 XII. shall continue in effect for the to inure to its benefit of such retiring Administrative Agent in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by under the date that is 30 days following a retiring Administrative Agent’s notice of resignationLoan Documents. Notwithstanding anything contained herein to the contrary, 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 a successor agent is appointed as provided for abovemay assign its rights and duties under the Loan Documents to any of its Affiliates by giving the Borrower and each Lender prior written notice.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ notice to the Lenders and the BorrowerCompany. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon any such resignation, the Required Lenders shall have appoint from among the right to appoint Lenders a successorsuccessor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8.1(a7(a) or Section 8.1(g7(e) with respect to the Borrower Company shall have occurred and be continuing) be subject to approval by the Borrower Company (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 shall have been so appointed agent has accepted appointment as Administrative Agent by the Required Lenders and shall have accepted such appointment within thirty (30) date that is 30 days after the following a retiring Administrative Agent gives Agent’s notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and with the Issuing Lender, appoint a successor Administrative Agent which shall consent of the Company (such consent not to be a bank with an office in New York, New York, or an Affiliate of any such bankunreasonably withheld and, which successor agent consent, shall (unless (i) not be required if an Event of Default under Section 8.1(a7(a) or Section 8.1(g7(e) with respect to the Borrower Company shall have occurred and be continuing continuing), appoint a successor Administrative Agent, which shall be a commercial bank organized or (ii) such successor agent is licensed under the laws of the United States of America or of any State thereof and having a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason)combined capital and surplus of at least $500,000,000. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successorunder this Agreement. After the any retiring Administrative Agent’s resignation hereunderas Administrative Agent, the provisions of this Article and Section 10.5 8 shall continue in effect for the inure to its benefit of such retiring Administrative Agent in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, under this Agreement and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as a successor agent is appointed as provided for aboveother Loan Documents.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ at any time give notice of its resignation to the Lenders, the Issuing Lenders and the Borrower. If Borrower (which resignation shall be effective upon the earlier to occur of (x) the appointment of a successor Administrative Agent shall resign as Administrative Agent under this Agreement and (y) 30 days after the other Loan Documents, then upon date such notice is received by the Borrower). Upon receipt of any such notice of resignation, the Required Majority Lenders shall have the right to appoint right, with the consent of the Borrower at all times other than during the continuance of a successor, which successor agent shall (unless an Specified Event of Default under Section 8.1(a) or Section 8.1(g) 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 successor agent shall succeed to the rightsappoint a successor, 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 which shall be terminateda bank with an office in the United States, without or an Affiliate of any other or further act or deed on such bank with an office in the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the LoansUnited States. If no such successor shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, may on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Administrative Agent which meeting the qualifications set forth above; provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Administrative Agent shall be a bank with an office discharged from its duties and obligations hereunder and under the other Loan Documents (except that in New York, New York, or an Affiliate the case of any such bank, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to approval collateral security held by the Borrower Administrative Agent on behalf of the Lenders or any 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) and (which approval b) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall not instead be withheld made by or delayed by to each Lender and the Borrower except Issuing Lenders directly, until such time as the Majority Lenders appoint a successor Administrative Agent as provided for a bona fide valid reason)above in this Section. Upon the acceptance of its a successor’s appointment as Administrative Agent hereunder by a successorhereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by any the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunderhereunder and under the other Loan Documents, the provisions of this Article and Section Sections 10.5 and 10.6 shall continue in effect for the benefit of such retiring Administrative Agent Agent, its sub-agents and their respective Related Persons in respect of any actions taken or omitted to be taken by any of them while it the retiring Administrative Agent was acting as Administrative Agent. If no successor agent has accepted Any resignation by Xxxxx Fargo Bank as Administrative Agent pursuant to this Section shall also constitute its resignation as an Issuing Lender and Swing Line Lender. Upon the acceptance of a successor’s appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignationhereunder, the retiring Administrative Agent’s resignation (i) such successor shall nevertheless thereupon succeed to and become effective, and the Lenders shall assume and perform vested with all of the rights, powers, privileges and duties of the Administrative Agent retiring Issuing Lender and Swing Line Lender, (ii) the retiring Issuing Lender and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder until such timeor under the other Loan Documents, and (iii) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, as a successor agent is appointed as provided for aboveoutstanding 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 Administrative Agent upon 30 days’ at any time by giving notice thereof to the Lenders Banks, the Borrower and the Borrowereach other. If In addition, the Administrative Agent shall resign in the event its Commitment (without participations) is reduced to less than Thirty Million Dollars ($30,000,000), unless as Administrative Agent under this Agreement and a result of a cancellation or reduction in the other Loan Documents, then upon aggregate Commitments. Upon any such resignation, the Required Lenders Majority Banks shall have the right to appoint a successorsuccessor Administrative Agent, which successor agent shall (unless an Administrative Agent shall, provided no Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have has occurred and be is then continuing) , be subject to approval by the Borrower (Borrower’s approval, which approval shall not be unreasonably withheld withheld, conditioned 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 Administrative Agent shall have been so appointed by the Required Lenders Majority Banks and approved by the Borrower, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing LenderBanks, appoint a successor Administrative Agent Agent, which shall be the Administrative Agent who shall act until the Majority Banks shall appoint an Administrative Agent. Any appointment of a bank with an office in New Yorksuccessor Administrative Agent by Majority Banks or the retiring Administrative Agent, New Yorkpursuant to the preceding sentence shall, or an Affiliate of any such bank, which successor agent shall (unless (i) an provided no Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have has occurred and be continuing or (ii) such successor agent is a Lender) then continuing, be subject to approval by the Borrower (Borrower’s approval, which approval shall not be withheld unreasonably withheld, conditioned or delayed by the Borrower except for a bona fide valid reason)delayed. Upon the acceptance of its appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by After any Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.5 shall continue in effect for the inure to its benefit of such retiring Administrative Agent in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as the Administrative Agent. If no successor agent has accepted appointment For gross negligence or willful misconduct, as determined by all the Banks (excluding for such determination Administrative Agent by the date that is 30 days following in its capacity as a retiring Administrative Agent’s notice of resignationBank, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effectiveas applicable), and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as may be removed at any time by giving at least thirty (30) Business Days prior written notice to Administrative Agent and Borrower. Such resignation or removal shall take effect upon the acceptance of appointment by a successor agent is appointed as provided for aboveAdministrative, in accordance with the provisions of this Section 7.8.

Successor Administrative Agent. The Each Lender agrees that Eurohypo shall serve as the Administrative Agent at all times during the term of this Facility, except that Eurohypo may appoint one of its Affiliates to serve in such capacity or may resign as Administrative Agent from its agency at any time, in its sole discretion, upon 30 thirty (30) days’ ' prior written notice to the Lenders and the Borrower. If the Administrative Agent shall resign as is permitted to (in accordance with the terms of this Agreement) and does participate or assign its total interests in the Facility, other than to a successor entity to the Administrative Agent or any Affiliate of the Administrative Agent, then the Administrative Agent agrees to resign upon the request of any Lender or the Borrower. 77 Upon the gross negligence or willful misconduct of the Administrative Agent in respect of its responsibilities as administrative agent for the Lenders under this Agreement and Agreement, the other Loan Documents, then upon Administrative Agent agrees to resign at the request of the Requisite Lenders. Upon any such resignation, the Required Requisite Lenders shall have the right to appoint appoint, on behalf of the Borrower and the Lenders, a successorsuccessor Administrative Agent, which successor agent shall (unless an Administrative Agent, other than a successor entity to the Administrative Agent, shall, so long as no Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing) exists hereunder, be subject to the approval by of the Borrower (which such approval shall not to 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 Administrative Agent shall have been so appointed by the Required Requisite Lenders (and, if applicable, approved by Borrower) and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives Agent's giving notice of its resignation, then the retiring Administrative Agent maymay appoint, on behalf of the Lenders Borrower and the Issuing LenderLenders, appoint a successor Administrative Agent, which successor Administrative Agent, other than a successor entity to the Administrative Agent, shall, so long as no Event of Default exists hereunder, be subject to the approval of Borrower (such approval not to be unreasonably withheld or delayed). Such successor Administrative Agent which shall be a commercial bank with an office in New York, New York, or an Affiliate having capital and retained earnings of any such bank, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason)at least $1,000,000,000. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, including the right to receive any fees for performing such duties which accrue thereafter, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be subsequently arising hereunder and under the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successorother Loan Documents. After the any retiring Administrative Agent’s 's resignation hereunderhereunder as Administrative Agent, the provisions of this Article and Section 10.5 ARTICLE XII shall continue in effect for its benefit and that of the benefit of such retiring Administrative Agent other Lenders in respect of any actions taken or omitted to be taken by any of them it while it was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall 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 a successor agent is appointed as provided for aboveand under the other Loan Documents.

Successor Administrative Agent. The Administrative Agent (a) may resign at any time as Administrative Agent upon 30 days’ under the Loan Documents by giving written notice thereof to the Lenders and the Borrower. If Borrower or (b) may be removed as Administrative Agent by the Requisite Lenders (excluding the Lender then acting as Administrative Agent) if the Administrative Agent shall resign as Administrative Agent (i) is found by a court of competent jurisdiction in a final, non-appealable judgment to have committed gross negligence, bad faith or willful misconduct in the course of performing its duties hereunder or (ii) has become a Defaulting Lender under this Agreement and clause (d) of the other Loan Documents, then upon definition of such term. Upon any such resignationresignation or removal, the Required Requisite Lenders shall have the right to appoint a successorsuccessor Administrative Agent which appointment shall, which successor agent shall (unless an provided no Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing) exists, be subject to approval by the Borrower (Borrower’s approval, which approval shall not be unreasonably withheld or delayed). If no successor Administrative Agent shall have been so appointed in accordance with the immediately preceding sentence, whereupon and shall have accepted such successor agent shall succeed to appointment, within 30 days after the rightscurrent Administrative Agent’s giving of notice of resignation or upon the removal of the current Administrative Agent, powers and duties then, in the case of resignation by the Administrative Agent, the current Administrative Agent may, or in the case of removal 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 shall have been so appointed by the Required Requisite Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing LenderBanks, appoint a successor Administrative Agent Agent, which shall be a bank Lender, if any LEGAL02/40926073v6 Lender shall be willing to serve, and otherwise shall be an Eligible Assignee; provided that if no Lender has accepted such appointment, then such resignation shall nonetheless become effective in accordance with an office such notice and (1) the Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made to each Lender and Issuing Bank directly, until such time as a successor Administrative Agent has been appointed as provided for above in New Yorkthis Section; provided, New York, or an Affiliate of any further that such bank, which successor agent Lenders and such Issuing Banks so acting directly shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred be and be continuing deemed to be protected by all indemnities and other provisions herein for the benefit and protection of the Administrative Agent as if each such Lender or (ii) such successor agent is a Lender) be subject to approval by Issuing Bank were itself the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason)Administrative Agent. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring current Administrative Agent, and the retiring current Administrative Agent shall be discharged from its duties and obligations hereunderunder the Loan Documents. The fees payable Any resignation by, or removal of, an Administrative Agent shall also constitute the resignation or removal as an Issuing Bank and as a Swingline Lender by any Borrower the Lender then acting as Administrative Agent (the “Resigning Lender”), except that such Lender, in its capacity as an Issuing Bank, shall continue to have obligations hereunder with respect to Letters of Credit until the appointment of a successor Administrative Agent has become effective. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder (i) the Resigning Lender shall be discharged from all duties and obligations of an Issuing Bank and a Swingline Lender hereunder and under the same other Loan Documents and (ii) if reasonably practicable and acceptable to beneficiaries under then outstanding Letters of Credit, any successor Issuing Bank shall issue letters of credit in substitution for all Letters of Credit issued by the Resigning Xxxxxx as those payable an Issuing Bank outstanding at the time of such succession (which letters of credit issued in substitutions shall be deemed to its predecessor unless otherwise agreed between be Letters of Credit issued hereunder) or make other arrangements satisfactory to the Resigning Lender to effectively assume the obligations of the Resigning Lender with respect to such Borrower and such successorLetters of Credit. After the any Administrative Agent’s resignation hereunderor removal hereunder as Administrative Agent, the provisions of this Article and Section 10.5 XI. shall continue in effect for the to inure to its benefit of such retiring Administrative Agent in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by under the date that is 30 days following a retiring Administrative Agent’s notice of resignationLoan Documents. Notwithstanding anything contained herein to the contrary, 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 a successor agent is appointed as provided for abovemay assign its rights and duties under the Loan Documents to any of its Affiliates by giving the Borrower and each Lender prior written notice.

Successor Administrative Agent. The (a) Subject to the terms of this Section 11.05, the Administrative Agent may resign as Administrative Agent in the Administrative Agent’s sole discretion at any time upon 30 thirty (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 upon any such resignation, the Required Lenders Xxxxxxx shall have the right to appoint a successor, which successor agent. If for any reason a successor agent shall (unless an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall is 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 shall have been so appointed by the Required Lenders and shall have accepted does not accept such appointment within thirty (30) days after of notice of resignation the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Lender, may appoint a successor agent. The appointment of any successor Administrative Agent which shall be a bank with an office in New Yorksubject to the prior written consent of the Borrower (which consent shall not be -95- unreasonably withheld, New York, conditioned or an Affiliate delayed); provided that the consent of the Borrower to any such bank, which successor agent appointment shall (unless not be required if (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be is continuing or or, (ii) if such successor agent Administrative Agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld Lender or delayed by the Borrower except for a bona fide valid reason). Upon the acceptance an Affiliate of its appointment as such Administrative Agent hereunder by or any Lender. Any resignation of the Administrative Agent shall be effective upon the appointment of a successor, such successor shall succeed agent pursuant to and become vested with all this Section 11.05. After the rights, powers, privileges and duties effectiveness of the retiring Administrative Agent’s resignation hereunder as the Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be hereunder and under the same as those payable to its predecessor unless otherwise agreed between such Borrower other Facility Documents and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.5 XI shall continue in effect for the its benefit of such retiring Administrative Agent in with respect of to any actions taken or omitted to be taken by any of them it while it was acting as Administrative Agent. If no successor agent has accepted appointment as the Administrative Agent under this Agreement and under the other Facility Documents. Any Person (i) into which the Administrative Agent may be merged or consolidated, (ii) that may result from any merger or consolidation to which the Administrative Agent shall be a party, or (iii) that may succeed to the properties and assets of the Administrative Agent substantially as a whole, shall be the successor to the Administrative Agent under this Agreement without further act of any of the parties to this Agreement. (b) The parties hereto hereby agree that, (i) if (A) no new Advances may be required from the Class A Lenders hereunder and (B) no further Obligations owing by the Borrower, Holdings or the Permitted Holder to the Class A Lenders or the Administrative Agent exist or are reasonably expected to exist, and (ii) if there are or are reasonably expected to be Obligations owing by the Borrower, Holdings or the Permitted Holder to the Class B Lenders, then the Initial Class B Lender hereby is authorized to deliver written notice to the Administrative Agent that it agrees to immediately and automatically assume the role of Administrative Agent under this Agreement and the other Facility Documents. So long as Section 11.05(b)(i) is true and accurate as of the date that is 30 days the Initial Class B Lender delivers the aforesaid written notice, then following a retiring (y) the Administrative AgentAgent acknowledgement thereof by written notice to the Initial Class B Lender and (z) the Borrower’s notice receipt of resignationthe Initial Class B Lender’s written notice, the role of the Administrative Agent shall be deemed to have been immediately and automatically assigned from the then existing Administrative Agent to, and assumed by, the Initial Class B Lender. After the effectiveness of the retiring Administrative Agent’s resignation assignment hereunder as the Administrative Agent, the retiring Administrative Agent shall nevertheless thereupon become effective, be discharged from its duties and obligations hereunder and under the other Facility Documents and the Lenders provisions of this Article XI shall assume and perform all of the duties of continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while it was the Administrative Agent hereunder until such time, if any, as a successor agent is appointed as provided for aboveunder this Agreement and under the other Facility Documents.

Successor Administrative Agent. (a) The Administrative Agent may resign as Administrative Agent upon 30 at any time by giving at least ninety (90) days’ written notice thereof to the Lenders Funding Agents, the Transferor and the BorrowerXxxxx. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon Upon any such resignation, the Required Lenders Owners shall have the right to appoint a successor, which successor agent shall (unless an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing) be subject to approval Administrative Agent approved by the Borrower Transferor (which approval shall will 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 Administrative Agent shall have been so appointed by the Required Lenders Owners (and approved by the Transferor) and shall have accepted such appointment within thirty ninety (3090) days after the retiring Administrative Agent gives Agent’s giving of notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders Owners and the Issuing LenderFunding Agents, appoint a successor Administrative Agent which shall be a bank with an office in New Yorkwhich, New York, or if such successor Administrative Agent is not an Affiliate of any such bankof the Funding Agents, is approved by the Transferor (which approval will not be unreasonably withheld or delayed), and which successor agent Administrative Agent shall be (unless x) either (i) an Event a commercial bank having a combined capital and surplus of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or at least $250,000,000, (ii) an Affiliate of such successor agent is a Lenderbank, or (iii) an Affiliate of Royal Bank of Canada, and (y) experienced in the types of transactions contemplated by this Agreement. (b) The Owners, acting unanimously through their respective Funding Agents (excluding the Administrative Agent and the related Funding Agent and Owner), may replace the Administrative Agent by giving written notice to the Administrative Agent. Any such replacement Administrative Agent shall be appointed and subject to the prior written approval by of all Owners (excluding the Borrower (Administrative Agent and the related Funding Agent and Owner), which approval shall not be unreasonably withheld or delayed delayed. The replacement Administrative Agent shall notify the Transferor and the Servicer of such replacement. (c) The Transferor may replace the Administrative Agent by giving written notice to the Borrower except for Administrative Agent, the Funding Agents and Xxxxx at least one hundred twenty (120) days prior to the then current Scheduled Expiry Date. Any such replacement Administrative Agent shall be subject to the prior written approval of the Required Owners, which approval shall not be unreasonably withheld or delayed. If the Required Owners have not approved a bona fide valid reasonreplacement Administrative Agent on or before the then current Scheduled Expiry Date, the Administrative Agent shall continue to serve in such capacity until it resigns in accordance with Section 10.7(a) or is replaced in accordance with this Section 10.7(c). . (d) Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or replaced Administrative Agent, and the retiring or replaced Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successorunder this Agreement. After the any retiring or replaced Administrative Agent’s resignation hereunderor replacement hereunder as Administrative Agent, the provisions of this Article and Section 10.5 X shall continue in effect for the inure to its benefit of such retiring Administrative Agent in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall 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 a successor agent is appointed as provided for above.under this Agreement. -164- 00000000 T-Mobile (EIP) Third A&R RPAA NJ 231109207v1 736153181 19632398

Successor Administrative Agent. The Administrative Agent may (i) be removed as administrative agent by all of the Lenders (other than the Lender acting as the Administrative Agent) and the Borrower upon thirty (30) days' prior written notice if the Administrative Agent is found by a court of competent jurisdiction in a final, non-appealable judgment to have committed gross negligence or willful misconduct in the course of performing its duties hereunder, or (ii) resign at any time as Administrative Agent upon 30 days’ under the Loan Documents by giving 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 Documents, then upon Upon any such resignation, the Required Requisite Lenders shall have the right to appoint a successorsuccessor Administrative Agent which appointment shall, which successor agent shall (unless an provided no Default or Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing) exists, be subject to approval by the Borrower (Borrower’s approval, which approval shall not be unreasonably withheld or delayed)delayed (except that the Borrower shall, whereupon such in all events, be deemed to have approved each Lender on the Agreement Date and any of its Affiliates as a 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 Administrative Agent shall have been so appointed by in accordance with the Required Lenders immediately preceding sentence, and shall have accepted such appointment appointment, within thirty (30) days after (i) the retiring Administrative Agent gives Lenders’ giving notice of its removal or (ii) the current Administrative Agent’s giving of notice of resignation, then the retiring current Administrative Agent may, on behalf of the Lenders and the Issuing LenderBank, appoint a successor Administrative Agent Agent, which shall be a bank with Lender, if any Lender shall be willing to serve, and otherwise shall be an office in New York, New York, or an Affiliate of any such bank, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason)Eligible Assignee. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring current Administrative Agent, and the retiring current Administrative Agent shall be discharged from its duties and obligations hereunderunder the Loan Documents. The fees payable by any Borrower to a Such successor Administrative Agent shall be issue letters of credit in substitution for the same as those payable Letters of Credit, if any, outstanding at the time of such succession or shall make other arrangements satisfactory to its predecessor unless otherwise agreed between the current Administrative Agent, in either case, to assume effectively the obligations of the current Administrative Agent with respect to such Borrower and such successorLetters of Credit. After the any Administrative Agent’s removal or resignation hereunderhereunder as Administrative Agent, the provisions of this Article and Section 10.5 XII shall continue in effect for the to inure to its benefit of such retiring Administrative Agent in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by under the date that is 30 days following a retiring Administrative Agent’s notice of resignationLoan Documents. Notwithstanding anything contained herein to the contrary, 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 may assign its rights and duties under the Loan Documents to any of its Affiliates by giving the Borrower and each Lender prior written notice. Any successor Administrative Agent shall be a successor agent is appointed as provided for aboveUnited States person within the meaning of Section 7701(a)(30) of the Internal Revenue Code.

Successor Administrative Agent. (a) The Administrative Agent may (i) resign at any time as Administrative Agent upon 30 days’ under the Loan Documents by giving written notice thereof to the Lenders and the Borrower. If the Administrative Agent shall resign Borrower or (ii) be removed as Administrative Agent under this Agreement and the Loan Documents for gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final, non-appealable judgment, upon 30 days’ prior written notice by all Lenders (other Loan Documents, than the Lender then upon acting as Administrative Agent). Upon any such resignationresignation or removal, the Required Requisite Lenders shall have the right to appoint a successorsuccessor Administrative Agent which appointment shall, which successor agent shall (unless an provided no Default or Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing) exists, be subject to approval by the Borrower (Borrower’s approval, which approval shall not be unreasonably withheld or delayeddelayed (except that the Borrower shall, in all events, be deemed to have approved each Lender and any of its Affiliates as a successor Administrative Agent). If no successor Administrative Agent shall have been so appointed in accordance with the immediately preceding sentence, whereupon and shall have accepted such successor agent shall succeed to appointment, within 30 days after the rights, powers and duties resigning Administrative Agent’s giving of notice of resignation or the giving of notice of removal 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 shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring current Administrative Agent may, on behalf of the Lenders and the Issuing LenderBanks, appoint a successor Administrative Agent Agent, which shall be a bank with an office in New YorkLender, New Yorkif any Lender shall be willing to serve, or otherwise shall be a financial institution having total combined assets of at least $50,000,000,000 and an Affiliate of any such bank, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) Eligible Assignee or Section 8.1(g) with respect another Person acceptable to the Borrower shall have occurred and Requisite Lenders. (b) The Administrative Agent may be continuing or (ii) such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason). Upon the acceptance of its appointment removed as Administrative Agent hereunder by a successorunder the Loan Documents, such successor shall succeed with or without cause, upon 15 days’ prior written notice from the Borrower to the Administrative Agent and become vested with all the rightsLenders; provided that upon such removal Bank of America, powersN.A. is appointed as successor Administrative Agent (in such capacity, privileges “Successor Agent”) and duties of accepts such appointment thereof. Wells Fargo, as the retiring Administrative Agent, shall, at the sole cost and expense of the Borrower, take such actions and furnish such information, documents, instruments and agreements as are customary in its business practices and may be reasonably requested from time to time by Successor Agent in order to facilitate and complete the transfer of the administrative agency function to the Successor Agent. (c) If the Administrative Agent shall notify the Borrower and the retiring Lenders that no Lender has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower hereunder and under the other Loan Documents and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made to each Lender and each applicable Issuing Bank directly, until such time as a successor Administrative Agent has been appointed as provided for above in this Section; provided, further that such Lenders and such Issuing Bank so acting directly shall be and be deemed to be protected by all indemnities and other provisions herein for the same benefit and protection of the Administrative Agent as those payable to its predecessor unless otherwise agreed between if each such Borrower and Lender or such successor. After Issuing Bank were itself the Administrative Agent’s resignation hereunder, . Upon the provisions of this Article and Section 10.5 shall continue in effect for the benefit of such retiring Administrative Agent in respect acceptance of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent hereunder by the date that 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 Lenders shall assume and perform all of the duties of the successor Administrative Agent hereunder until pursuant to the terms of clause (a) or (b) above, such time, if any, as a successor agent is appointed as provided for above.successor

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 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 upon any such resignation, the Required Lenders shall have appoint from among the right to appoint Lenders a successorsuccessor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8.1(a8(a) or Section 8.1(g8(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 shall have been so appointed agent has accepted appointment as Administrative Agent by the Required Lenders and shall have accepted such appointment within thirty (30) date that is 30 days after the following a retiring Administrative Agent gives Agent’s notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and after consulting with the Issuing LenderLenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bankAgent, which successor agent shall (unless (i) an Event of Default under Section 8.1(a8(a) or Section 8.1(g8(f) with respect to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lendercontinuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed by the Borrower except for a bona fide valid reasondelayed). Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.5 shall continue in effect for the benefit of such retiring Administrative Agent in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. If no successor agent to the Administrative Agent has accepted appointment as Administrative Agent by the date that is 30 forty-five (45) 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 is appointed 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.

Successor Administrative Agent. (a) The Administrative Agent may resign as Administrative Agent upon at any time by giving 30 days’ prior written notice thereof to the Lenders Lenders, the Issuing Bank and the Borrower. If the , whether or not a successor Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon has been appointed. Upon any such resignation, the Required Lenders shall have the right right, in consultation with the Borrower and with the consent (such consent not to appoint a successorbe unreasonably withheld, which successor agent shall delayed or conditioned) of the Borrower (unless an a Specified Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing) be subject ), to approval by the Borrower appoint a successor Administrative Agent (which approval shall not be unreasonably withheld or delayedan Ineligible Institution), 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 Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Administrative Agent gives Agent’s giving of notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing LenderBank, appoint a successor Administrative Agent Agent, which shall be a bank with an office in New York, New York, York or an Affiliate of any such bankbank (but in any event shall not be an Ineligible Institution). In either case, which successor agent such appointment shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to the prior written approval by of the Borrower (which approval may not be unreasonably withheld and shall not be withheld or delayed by the Borrower except for required while a bona fide valid reasonSpecified Event of Default has occurred and is continuing). Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall succeed to, and become vested with, all the rights, powers, privileges and duties of the retiring Administrative Agent. Upon the acceptance of appointment as Administrative Agent by a successor Administrative Agent, the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents. Prior to any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents. (b) Notwithstanding paragraph (a) of this Section, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders, the Issuing Bank and the Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents; provided that, solely for purposes of maintaining any security interest granted to the Administrative Agent under any Collateral Document for the benefit of the Secured Parties, the retiring Administrative Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Secured Parties, and continue to be entitled to the rights set forth in such Collateral Document and Loan Document, and, in the case of any Collateral in the possession of the Administrative Agent, shall continue to hold such Collateral, in each case until such time as a successor Administrative Agent is appointed and US-DOCS\103717350.16 accepts such appointment in accordance with this Section (it being understood and agreed that the retiring Administrative Agent shall have no duty or obligation to take any further action under any Collateral Document, including any action required to maintain the perfection of any such security interest); and (ii) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and ; provided that (A) all payments required to be made hereunder or under any other Loan Document to the retiring Administrative Agent for the account of any Person other than the Administrative Agent shall be discharged from its duties made directly to such Person and obligations hereunder. The fees payable by any Borrower (B) all notices and other communications required or contemplated to a successor be given or made to the Administrative Agent shall directly be given or made to each Lender and Issuing Bank. Following the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successor. After effectiveness of the Administrative Agent’s resignation hereunderfrom its capacity as such, the provisions of this Article and Section 10.5 9.03, as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan Document, shall continue in effect for the benefit of such retiring Administrative Agent Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it the retiring Administrative Agent was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all in respect of the duties of matters referred to in the Administrative Agent hereunder until such time, if any, as a successor agent is appointed as provided for proviso under clause (i) above.

Successor Administrative Agent. (a) The Administrative Agent may resign as Administrative Agent upon 30 thirty (30) days’ notice to the Lenders Lenders, the L/C Issuers and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan DocumentsAgent, then upon any such resignation, the Required Lenders shall have the right to appoint a successorsuccessor administrative agent for the Lenders, which successor administrative agent shall (unless an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing) be subject to written approval by the Borrower (which approval shall not be unreasonably withheld or delayeddelayed and which approval shall not be required during the continuance of an Event of Default), 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 Loans. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Lender, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason). Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.5 shall continue in effect for the benefit of such retiring Administrative Agent in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. If no successor administrative agent has accepted appointment been appointed as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall 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, subject to written approval by the Borrower (which approval shall not be unreasonably withheld or delayed, and which approval shall not be required during the continuation of an Event of Default), appoint a successor administrative agent is appointed as provided for above. Collateral Agent may resign as Collateral Agent upon thirty (30) days’ notice to the Administrative Agent, the Lenders, the L/C Issuers and the Borrower. If the Collateral Agent shall resign as Collateral Agent, then the Required Lenders shall appoint a successor collateral agent for the Lenders, which successor administrative agent shall be subject to written approval by the Borrower (which approval shall not be unreasonably withheld or delayed and which approval shall not be required during the continuance of an Event of Default), whereupon such successor collateral agent shall succeed to the rights, powers and duties of the Collateral Agent, and the term “Collateral Agent” shall mean such successor collateral agent effective upon such appointment and approval, and the former Collateral Agent’s rights, powers and duties as Collateral Agent shall be terminated, without any other or further act or deed on the part of such former Collateral Agent or any of the parties to this Agreement or any holders of the Loans. After any retiring Agent’s resignation as Administrative Agent, the provisions of this Section VIII and of Section 9.5 shall continue to inure to its benefit.

Successor Administrative Agent. (a) The Term Administrative Agent may resign as Administrative Agent upon 30 days’ notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Term Administrative Agent under this Agreement and the other Loan Documents, then Documents upon thirty (30) days’ notice to the Term B Lenders and the Borrower. Upon any such resignation, the Required Term B Lenders shall have the right right, subject to appoint a successor, which successor agent shall the consent of the Borrower (unless an so long as no Event of Default under Section 8.1(a7.01(b), (c), (h) or Section 8.1(g(i) with respect to the Borrower shall have occurred and be continuing) be subject to approval by (which consent of the Borrower (which approval shall not be unreasonably withheld or delayed), to appoint a successor which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, whereupon such successor agent shall succeed to the rights, powers and duties of the Term Administrative Agent, and the term “Term Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Term Administrative Agent’s rights, powers and duties as Term Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Term Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor shall have been so appointed agent has accepted appointment as Term Administrative Agent by the Required Lenders and shall have accepted such appointment within date that is thirty (30) days after following a retiring Term Administrative Agent’s notice of resignation, the retiring Term Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Term B Lenders shall assume and perform all of the duties of the Term Administrative Agent gives notice hereunder until such time, if any, as the applicable Required Lenders appoint a successor agent as provided for above. After any retiring Term Administrative Agent’s resignation as Term Administrative Agent, the provisions of this Article VIII and Section 9.05 shall inure to its resignationbenefit as to any actions taken or omitted to be taken by it, then the retiring its Subagents and their respective Related Parties while it was Term Administrative Agent mayunder this Agreement and the other Loan Documents. (b) The PR Administrative Agent may resign as PR Administrative Agent under this Agreement and the other Loan Documents upon thirty (30) days’ notice to the Term A Lenders, on behalf of the Revolving Facility Lenders and the Borrower. Any such resignation by the PR Administrative Agent hereunder shall also constitute its resignation as an Issuing Bank and the Swingline Lender, as applicable, in which case the resigning PR Administrative Agent (x) shall not be required to issue any further Letters of Credit or make any additional Swingline Loans hereunder and (y) shall maintain all of its rights as Issuing Bank or Swingline Lender, as the case may be, with respect to any Letters of Credit issued by it, or Swingline Loans made by it, prior to the date of such resignation. Upon any such resignation, the Required Financial Covenant Lenders shall have the right, subject to the consent of the Borrower (so long as no Event of Default under Section 7.01(b), (c), (h) or (i) shall have occurred and be continuing) (which consent of the Borrower shall not be unreasonably withheld or delayed), to appoint a successor Administrative Agent which shall be a bank with an office in New York, New Yorkthe United States, or an Affiliate of any such bankbank with an office in the United States, which whereupon such successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason). Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring PR Administrative Agent, and the retiring term “PR Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former PR Administrative Agent’s rights, powers and duties as PR Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by terminated, without any Borrower to a successor other or further act or deed on the part of such former PR Administrative Agent shall be or any of the same parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as those payable to its predecessor unless otherwise agreed between such Borrower and such successor. After PR Administrative Agent by the date that is thirty (30) days following a retiring PR Administrative Agent’s notice of resignation, the retiring PR Administrative Agent’s resignation hereundershall nevertheless thereupon become effective, and the Term A Lenders and the Revolving Facility Lenders shall assume and perform all of the duties of the PR Administrative Agent hereunder until such time, if any, as the applicable Required Lenders appoint a successor agent as provided for above. After any retiring PR Administrative Agent’s resignation as PR Administrative Agent, the provisions of this Article VIII and Section 10.5 9.05 shall continue in effect for the inure to its benefit of such retiring Administrative Agent in respect of as to any actions taken or omitted to be taken by any of them it, its Subagents and their respective Related Parties while it was acting PR Administrative Agent under this Agreement and the other Loan Documents. (c) The Collateral Agent may resign as Administrative Collateral Agent under this Agreement and the other Loan Documents upon thirty (30) days’ notice to the Lenders and the Borrower. Any such resignation by the Collateral Agent hereunder shall also constitute its resignation as an Issuing Bank, in which case the resigning Collateral Agent (x) shall not be required to issue any further Letters of Credit hereunder and (y) shall maintain all of its rights as Issuing Bank with respect to any Letters of Credit issued by it prior to the date of such resignation. Upon any such resignation, then the Required Lenders shall have the right, subject to the consent of the Borrower (so long as no Event of Default under Section 7.01(b), (c), (h) or (i) shall have occurred and be continuing) (which consent of the Borrower shall not be unreasonably withheld or delayed), to appoint a successor which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, whereupon such successor agent shall succeed to the rights, powers and duties of the Collateral Agent, and the term “Collateral Agent” shall mean such successor agent effective upon such appointment and approval, and the former Collateral Agent’s rights, powers and duties as Collateral Agent shall be terminated, without any other or further act or deed on the part of such former Collateral Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Collateral Agent by the date that is 30 thirty (30) days following a retiring Administrative Collateral Agent’s notice of resignation, the retiring Administrative Collateral Agent’s resignation shall nevertheless thereupon become effectiveeffective (except that in the case of any collateral security held by the Collateral Agent on behalf of the Secured Parties under any of the Loan Documents, 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 Collateral Agent hereunder until such time, if any, as the applicable Required Lenders appoint a successor agent is appointed as provided for above. After any retiring Collateral Agent’s resignation as Collateral Agent, the provisions of this Article VIII and Section 9.05 shall inure to its benefit as to any actions taken or omitted to be taken by it, its Subagents and their respective Related Parties while it was Collateral under this Agreement and the other Loan Documents.

Successor Administrative Agent. (a) The Administrative Agent may resign as Administrative Agent upon 30 days’ at any time by giving notice thereof to the Lenders Lenders, the L/C Issuer and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon Upon any such resignation, the Required Lenders shall have the right to appoint a successorsuccessor Administrative Agent, which successor agent shall (unless an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval provided that no Default or Event of Default shall not be unreasonably withheld or delayed), whereupon exist at 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 Loanstime. If no successor Administrative Agent shall have been so appointed by the Required Lenders appointed, and shall have accepted such appointment within thirty (30) 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Administrative Agent which shall be a commercial bank with organized under the laws of the United States or any state thereof or a bank which maintains an office in New Yorkthe United States and has a combined capital and surplus of at least $500,000,000. (b) If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, New Yorkthe Required Lenders may, or an Affiliate of any such bankto the extent permitted by applicable law, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect by notice in writing to the Borrower shall have occurred and be continuing or such Person remove such Person as Administrative Agent and, in consultation with the Borrower, appoint a successor. (iic) such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason). Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunderunder this Agreement and the other Loan Documents. The fees payable by any Borrower to If, within 45 days after written notice is given of the retiring or removed Administrative Agent shall be discharged from its duties and obligations under this Agreement Administrative Agent’s resignation or the removal of the Administrative Agent under this Section, no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring or removed Administrative Agent shall be discharged from its duties and obligations under this Agreement Administrative Agent’s resignation shall become effective, (ii) the retiring or removed Administrative Agent shall be discharged from its duties and obligations under this Agreement 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 or removed Administrative Agent shall be discharged from its duties and obligations under this Agreement Administrative Agent under the Loan Documents until such time as the Required Lenders appoint a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successorprovided above. After the any retiring Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.5 shall continue in effect for the benefit of such retiring or removed Administrative Agent and its representatives and agents in respect of any actions taken or omitted to be not taken by any of them while it was acting serving as the Administrative Agent. If no successor agent . (d) In addition to the foregoing, if a Lender becomes, and during the period it remains, a Defaulting Lender, and if any Default has accepted appointment arisen from a failure of the Borrower to comply with Section 2.15(a), then the L/C Issuer and the Swingline Lender may, upon prior written notice to the Borrower and the Administrative Agent, resign as L/C Issuer or as Swingline Lender, as the case may be, effective at the close of business Atlanta, Georgia time on a date specified in such notice (which date may not be less than five (5) Business Days after the date of such notice). (e) Any resignation or removal by any Person as Administrative Agent pursuant to this Section shall also constitute its resignation as an L/C Issuer and Swing Line Lender. If any such Person resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto, including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c). If any Person resigns as Swing Line Lender, it shall retain all the rights of Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment by the date that is 30 days following Borrower of a retiring Administrative Agent’s notice of resignationsuccessor L/C Issuer or Swing Line Lender hereunder (which successor shall in all cases be a Lender other than a Defaulting Lender), the retiring Administrative Agent’s resignation (i) such successor shall nevertheless thereupon succeed to and become effective, and the Lenders shall assume and perform vested with all of the rights, powers, privileges and duties of the Administrative Agent retiring L/C Issuer or Swing Line Lender, as applicable, (ii) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder until such timeor under the other Loan Documents, and (iii) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, as a successor agent is appointed as provided for aboveoutstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.

Successor Administrative Agent. (a) The Administrative Agent may resign as Administrative Agent upon 30 days’ at any time by giving notice thereof to the Lenders Lenders, the L/C Issuer and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon Upon any such resignation, the Required Lenders shall have the right to appoint a successorsuccessor Administrative Agent, which successor agent shall (unless an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval provided that no Default or Event of Default shall not be unreasonably withheld or delayed), whereupon exist at 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 Loanstime. If no successor Administrative Agent shall have been so appointed by the Required Lenders appointed, and shall have accepted such appointment within thirty (30) 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Administrative Agent which shall be a commercial bank with organized under the laws of the United States or any state thereof or a bank which maintains an office in New Yorkthe United States and has a combined capital and surplus of at least $500,000,000. (b) If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, New Yorkthe Required Lenders may, or an Affiliate of any such bankto the extent permitted by applicable law, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect by notice in writing to the Borrower shall have occurred and be continuing or such Person remove such Person as Administrative Agent and, in consultation with the Borrower, appoint a successor. (iic) such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason). Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunderunder this Agreement and the other Loan Documents. The fees payable by any Borrower to If, within 45 days after written notice is given of the retiring or removed Administrative Agent shall be discharged from its duties and obligations under this Agreement Administrative Agent’s resignation or the removal of the Administrative Agent under this Section, no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring or removed Administrative Agent shall be discharged from its duties and obligations under this Agreement Administrative Agent’s resignation shall become effective, (ii) the retiring or removed Administrative Agent shall be discharged from its duties and obligations under this Agreement 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 or removed Administrative Agent shall be discharged from its duties and obligations under this Agreement Administrative Agent under the Loan Documents until such time as the Required Lenders appoint a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successorprovided above. After the any retiring Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.5 shall continue in effect for the benefit of such retiring or removed Administrative Agent and its representatives and agents in respect of any actions taken or omitted to be not taken by any of them while it was acting serving as the Administrative Agent. If no successor agent . (d) In addition to the foregoing, if a Lender becomes, and during the period it remains, a Defaulting Lender, and if any Default has accepted appointment arisen from a failure of the Borrower to comply with Section 2.15(a), then the L/C Issuer and the Swingline Lender may, upon prior written notice to the Borrower and the Administrative Agent, resign as L/C Issuer or as Swingline Lender, as the case may be, effective at the close of business Charlotte, North Carolina time on a date specified in such notice (which date may not be less than five (5) Business Days after the date of such notice). (e) Any resignation or removal by any Person as Administrative Agent pursuant to this Section shall also constitute its resignation as an L/C Issuer and Swing Line Lender. If any such Person resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto, including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c). If any Person resigns as Swing Line Lender, it shall retain all the rights of Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment by the date that is 30 days following Borrower of a retiring Administrative Agent’s notice of resignationsuccessor L/C Issuer or Swing Line Lender hereunder (which successor shall in all cases be a Lender other than a Defaulting Lender), the retiring Administrative Agent’s resignation (i) such successor shall nevertheless thereupon succeed to and become effective, and the Lenders shall assume and perform vested with all of the rights, powers, privileges and duties of the Administrative Agent retiring L/C Issuer or Swing Line Lender, as applicable, (ii) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder until such timeor under the other Loan Documents, and (iii) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, as a successor agent is appointed as provided for aboveoutstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.

Successor Administrative Agent. (a) The Administrative Agent may (i) resign at any time as Administrative Agent upon 30 days’ under the Loan Documents by giving written notice thereof to the Lenders and the Borrower. If the Administrative Agent shall resign Borrower or (ii) be removed as Administrative Agent under this Agreement and the Loan Documents for gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final, non-appealable judgment, upon 30 days’ prior written notice by all Lenders (other Loan Documents, than the Lender then upon acting as Administrative Agent). Upon any such resignationresignation or removal, the Required Requisite Lenders shall have the right to appoint a successorsuccessor Administrative Agent which appointment shall, which successor agent shall (unless an provided no Default or Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing) exists, be subject to approval by the Borrower (Borrower’s approval, which approval shall not be unreasonably withheld or delayeddelayed (except that the Borrower shall, in all events, be deemed to have approved each Lender and any of its Affiliates as a successor Administrative Agent). If no successor Administrative Agent shall have been so appointed in accordance with the immediately preceding sentence, whereupon and shall have accepted such successor agent shall succeed to appointment, within 30 days after the rights, powers and duties resigning Administrative Agent’s giving of notice of resignation or the giving of notice of removal 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 shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring current Administrative Agent may, on behalf of the Lenders and the Issuing LenderBanks, appoint a successor Administrative Agent Agent, which shall be a bank with an office in New YorkLender, New Yorkif any Lender shall be willing to serve, or otherwise shall be a financial institution having total combined assets of at least $50,000,000,000 and an Affiliate of any such bank, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) Eligible Assignee or Section 8.1(g) with respect another Person acceptable to the Borrower shall have occurred and Requisite Lenders. (b) The Administrative Agent may be continuing or (ii) such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason). Upon the acceptance of its appointment removed as Administrative Agent hereunder by a successorunder the Loan Documents, such successor shall succeed with or without cause, upon 15 days’ prior written notice from the Borrower to the Administrative Agent and become vested with all the rightsLenders; provided that upon such removal Bank of America, powersN.A. is appointed as successor Administrative Agent (in such capacity, privileges “Successor Agent”) and duties of accepts such appointment thereof. Wxxxx Fargo, as the retiring Administrative Agent, shall, at the sole cost and expense of the retiring Administrative Agent shall Borrower, take such actions and furnish such information, documents, instruments and agreements as are customary in its business practices and may be discharged reasonably requested from its duties and obligations hereunder. The fees payable time to time by any Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.5 shall continue in effect for the benefit of such retiring Administrative Successor Agent in respect of any actions taken or omitted order to be taken by any of them while it was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by facilitate and complete the date that 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 Lenders shall assume and perform all transfer of the duties of administrative agency function to the Administrative Agent hereunder until such time, if any, as a successor agent is appointed as provided for aboveSuccessor Agent.

Successor Administrative Agent. (a) The Administrative Agent and the Collateral Agent may resign as Administrative Agent and Collateral Agent, respectively, upon 30 ten (10) days’ notice to the NYDOCS02/1101669.11101669.12 [NEWYORK 3267283_1] -101- Lenders and the Borrower. If the Administrative Agent or Collateral Agent, as applicable, shall resign as Administrative Agent or Collateral Agent, as applicable, under this Agreement and the other Loan Documents, then upon any such resignation, the Required Lenders shall have appoint from among the right to appoint Lenders a successorsuccessor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8.1(a8(a) or Section 8.1(g8(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 or Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s or Collateral Agent’s, as applicable, rights, powers and duties as Administrative Agent or Collateral Agent, as applicable, shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or Collateral Agent, as applicable, or any of the parties to this Agreement or any holders of the Term Loans. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Lender, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason). Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.5 shall continue in effect for the benefit of such retiring Administrative Agent in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent or Collateral Agent, as applicable, by the date that is 30 ten (10) days following a retiring Administrative Agent’s or Collateral Agent’s, as applicable, notice of resignation, the retiring Administrative Agent’s or Collateral Agent’s, as applicable, resignation shall nevertheless thereupon become effective, effective and the Lenders shall assume and perform all of the duties of the Administrative Agent or Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders appoint a successor agent is appointed as provided for above. After any retiring Administrative Agent’s or Collateral Agent’s, as applicable, resignation as Administrative Agent or retiring Collateral Agent’s resignation as Collateral Agent, as applicable, 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 or Collateral Agent, as applicable, under this Agreement and the other Loan Documents. (b) Anything herein to the contrary notwithstanding, if at any time the Required Lenders determine that the Person serving as Administrative Agent is a Defaulting Lender, the Required Lenders (determined after giving effect to the final paragraph of Section 10.1) may by notice to the Borrower and such Person remove such Person as Administrative Agent and, in consultation with the Borrower, appoint a replacement Administrative Agent hereunder. Such removal will, to the fullest extent permitted by applicable law, be effective on the earlier of (i) the date a replacement Administrative Agent is appointed and (ii) the date ten (10) Business Days after the giving of such notice by the Required Lenders (regardless of whether a replacement Administrative Agent has been appointed).

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 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 DocumentsDocuments upon 30 days’ notice to the Lenders and the Parent. Any such resignation by the Administrative Agent hereunder shall also constitute its resignation as an Issuing Bank, then upon in which case the resigning Administrative Agent (x) shall not be required to issue any further Letters of Credit and (y) shall maintain all of its rights as Issuing Bank with respect to any Letters of Credit issued by it prior to the date of such resignation. Upon any notice of such resignation, then the Required Lenders shall have the right right, subject to appoint a successor, which successor agent shall the reasonable consent of Parent (unless an so long as no Event of Default under Section 8.1(a7.01(b), (c), (h) or Section 8.1(g(i) with respect to the Borrower shall have occurred and be continuing) ), to appoint a successor which shall be subject to approval by a bank with an office in the Borrower (which approval shall not be unreasonably withheld United States, or delayed)an Affiliate of any such bank with an office in the United States, 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 powers, obligations 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 shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Lender, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason). Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.5 shall continue in effect for the benefit of such retiring Administrative Agent in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall 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 is appointed as provided for above. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Article VIII and Section 9.05 shall inure to its benefit as to any actions taken or omitted to be taken by it, its subagents and their respective Related Parties while it was Administrative Agent under this Agreement and the other Loan Documents. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent (other than as provided in Section 2.17 and other than any rights to indemnity payments or other amounts owed to the retiring Administrative Agent as of the resignation effective date), and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 8.09). Upon the appointment by Parent of a successor Issuing Bank hereunder (which successor shall in all cases be a Lender other than a Defaulting Lender), (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, (b) the retiring Issuing Bank shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit.

Successor Administrative Agent. The Administrative Agent xxx resign at any time by giving written notice thereof to Xxxxxxx and Xxxxxxxx. Administrative Agent may resign as be removed by the Requisite Lenders if Administrative Agent upon 30 days’ notice (i) is found by a court of competent jurisdiction in a final, non-appealable judgment to have committed gross negligence, willful misconduct or a material breach of its obligations under this Revised Article XIII in the course of performing its duties hereunder and/or under any Co-Lender Agreement or (ii) has become a Defaulting Lender (except a Pfandbrief Defaulting Lender) or is insolvent or has become the subject of a Bankruptcy Event, a Bail-In Action or an insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment, such removal to be effective on the date specified by the Requisite Lenders; provided, however, for purposes of calculating such Requisite Lenders approval under this Section 13.11, Administrative Agent shall, whether or not Administrative Agent is a Defaulting Lender, be deemed a Defaulting Lender and its Commitment shall therefore be disregarded and excluded for voting purposes under this Section 13.11 with respect to the Lenders and the Borrower. If the removal of Administrative Agent shall resign as hereunder (but not in respect of the appointment of a replacement Administrative Agent, unless Administrative Agent under this Agreement and the other Loan Documents, is then upon otherwise a Defaulting Lender (except a Pfandbrief Defaulting Lender). Upon any such resignationresignation or removal, the Required Requisite Lenders (at no cost or expense to Borrower) shall have the right to appoint appoint, on behalf of Xxxxxxxx and Xxxxxxx, a successor, which successor agent shall (unless an Event of Default under Section 8.1(a) or Section 8.1(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 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 Administrative Agent shall have been so appointed by the Required Requisite Lenders and shall have accepted such appointment within thirty (30) days after the retiring resigning Administrative Agent gives Agent’s giving notice of its resignationintention to resign, then the retiring resigning Administrative Agent mayshall appoint, on behalf of Xxxxxxxx and Lenders, the Lenders and Lender with the Issuing Lender, appoint a highest Commitment as the successor Administrative Agent. No successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect deemed to the Borrower shall have occurred and be continuing or (ii) appointed hereunder until such successor agent is a Lender) be subject to approval by Administrative Agent has accepted the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason)appointment. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring resigning or removed Administrative Agent. Upon the effectiveness of the resignation or removal of Administrative Agent, and the retiring resigning or removed Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be thereafter arising hereunder and under the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successorLoan Documents. After the effectiveness of the resignation or removal of an Administrative Agent’s resignation hereunder, the provisions of this Revised Article and Section 10.5 shall XIII continue in effect for the benefit of such retiring Administrative Agent in respect of any actions taken or omitted to be taken -174- by any of them it while it was acting as Administrative AgentAgent hereunder and under the other Loan Documents. If no successor agent has accepted appointment as Notwithstanding anything contained herein to the contrary, Administrative Agent may assign its rights and duties under the Loan Documents to any of its affiliates by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, giving Borrower and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as a successor agent is appointed as provided for aboveeach Lender prior written notice.

Successor Administrative Agent. The Administrative Agent may resign as by giving thirty (30) days prior written notice thereof to Lenders and Borrower and may be removed at any time with or without cause by the Requisite Lenders upon receipt of written notice from the Requisite Lenders to such effect. Upon delivering notice to Administrative Agent upon 30 days’ in regards to its removal or receipt of 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 upon of any such resignation, the Required Requisite Lenders shall have the right to appoint a successorsuccessor Administrative Agent with, which successor agent shall (unless an if no Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have has occurred and be continuing) be subject to approval by is continuing and such successor Administrative Agent is not a Lender or an Approved Fund, the consent of Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed provided that Borrower hereby consents to the rights, powers and duties any Lender as of the Closing Date serving as 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 Administrative Agent shall have been so appointed by the Required Requisite Lenders with the consent of Borrower, if applicable, and shall have accepted such appointment appointment, within thirty (30) days after the retiring Administrative Agent gives Agent’s giving of notice of its resignationresignation or the Requisite Lenders’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing LenderBorrower, appoint a successor Administrative Agent Agent, which shall be be, in the case of a successor agent, a Lender, an Approved Fund or a commercial bank with an office in New York, New York, organized under the laws of the United States of America or an Affiliate of any State thereof and having a combined capital and surplus of at least $500,000,000.00; provided that, if the Administrative Agent shall notify Borrower and Lenders that no qualifying Person has accepted such bankappointment, which then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (b) all payments, communications and determinations provided to be made by, to or through the retiring Administrative Agent shall instead be made by or to each Lender directly, until such time as the Requisite Lenders appoint a successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except Administrative Agent, as provided for a bona fide valid reason)above in this paragraph. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be under this Agreement and the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successorother Loan Documents. After the any retiring Administrative Agent’s resignation hereunderor removal hereunder as the Administrative Agent, the provisions of this Article VIII, Section 10.4, Section 10.12, Section 10.14 and Section 10.5 10.15 shall continue in effect for the inure to its benefit of such retiring Administrative Agent in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as Administrative Agent. If no successor agent has accepted appointment as the Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, under this Agreement and the Lenders other Loan Documents. Notwithstanding any other provisions set forth herein, any Person into which the Administrative Agent may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer its corporate trust assets as a whole or substantially as a whole, or any Person resulting from any such conversion, merger, consolidation, sale or transfer to which the Administrative Agent is a party, shall assume (provided it is otherwise qualified to serve as the Administrative Agent hereunder) be and perform become a successor Administrative Agent hereunder and be vested with all of the duties title to the Collateral and all of the Administrative Agent hereunder until such timetrusts, if anypowers, discretions, immunities, privileges, estates, properties, rights, duties and obligations as a successor agent is appointed as provided for abovewas its predecessor without the execution or filing of any instrument or any further act, deed or conveyance on the part of any of the parties hereto or any other Person, anything herein to the contrary notwithstanding.

Successor Administrative Agent. (A) The Administrative Agent may resign as (i) transfer the Administrative Agent upon 30 days’ role to a Lender Affiliate of the Administrative Agent without prior consent of any party hereto or (ii) resign at any time by giving written notice thereof to the Lenders Lenders, the Funding Agents, the Custodian, the Back-Up Servicer, the Transition Manager, the Paying Agent and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon Upon receipt of any such notice of resignation, the Required Majority Lenders and the Borrower shall have the right to appoint a successor, which successor agent agent; provided that in no event shall (unless an Event of Default under Section 8.1(a) any such successor Administrative Agent be a Defaulting Lender or Section 8.1(g) with respect to a Disqualified Lender. If no such successor Administrative Agent shall have been so appointed by the Majority Lenders and the Borrower and shall have occurred and accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of resignation (or such earlier day as shall be continuing) be subject to approval agreed by the Borrower Majority Lenders and the Borrower) (which approval the “Administrative Agent Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be unreasonably withheld or delayedobligated to), whereupon on behalf of the Lenders and the Funding Agents, appoint a successor Administrative Agent meeting the qualifications set out above, provided that in no event shall any such successor agent Administrative Agent be a Defaulting Lender or a Disqualified Lender. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Administrative Agent Resignation Effective Date. Upon appointment of a successor Administrative Agent by operation of clauses (i) or (ii) above, such successor Administrative Agent shall succeed to the rights, powers and duties of the Administrative Agent, Agent and references herein to the term “Administrative Agent” Agent shall mean such successor agent Administrative Agent, effective upon its appointment; and such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent in such capacity shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Lender, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason). Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunderAgreement. The fees payable by any the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such the Borrower and such successorsuccessor Administrative Agent. After the any retiring Administrative Agent’s resignation hereunderhereunder in such capacity, the provisions of this Article VII and Section 2.11, Section 2.15, Section 10.5 and Section 10.6 shall continue in effect for the inure to its benefit of such retiring Administrative Agent in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as Administrative Agent under this Agreement. (B) If the Administrative Agent ceases to be a Lender or an Affiliate of any Lender hereunder, or becomes a Defaulting Lender pursuant to clause (d) of the definition thereof, the Majority Lenders shall have the right to terminate the Administrative Agent upon ten (10) days’ notice to the Administrative Agent, the Lenders, the Funding Agents, the Custodian, the Back-Up Servicer, the Transition Manager, the Paying Agent and the Borrower, and the Majority Lenders and the Borrower shall have the right to replace the Administrative Agent with a successor of their choosing. If no such successor agent has accepted appointment as Administrative Agent shall have been so appointed by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, Majority Lenders and the Borrower and shall have accepted such appointment within thirty (30) days (or such earlier day as shall be agreed by the Majority Lenders and the Borrower) (the “Administrative Agent Removal Effective Date”), then such removal shall assume nonetheless become effective in accordance with such notice on the Administrative Agent Removal Effective Date. Upon appointment of a successor Administrative Agent such successor 109090915.14ACTIVE 130217658.13 -60- Administrative Agent shall succeed to the rights, powers and perform all of the duties of the Administrative Agent hereunder until and references herein to the Administrative Agent shall mean such timesuccessor Administrative Agent, if anyeffective upon its appointment; and such former Administrative Agent’s rights, as powers and duties in such capacity shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement. The fees payable by the Borrower to a successor agent is appointed Administrative Agent shall be the same as provided for abovethose payable to its predecessor unless otherwise agreed between the Borrower and such successor. After any terminated Administrative Agent’s termination hereunder as such agent, the provisions of this Article VII and Section 2.11, Section 2.15, Section 10.5 and Section 10.6 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ at any time by giving thirty (30) days prior written notice thereof to the Lenders and Borrowers, subject to appointment of a successor Administrative Agent (and such appointees acceptance of appointment) as below provided in this Section 10.10. Additionally, the BorrowerAdministrative Agent may be removed for cause by all of the Lenders (other than the Administrative Agent, if the Administrative Agent is then a Lender), or in the absence of an Event of Default, the Borrowers may request the Administrative Agent’s resignation pursuant to Section 10.8(b) hereof, if removal or resignation, as applicable, is requested in writing (which wording must specifically identify the “cause” for removal), and ten (10) days’ prior written notice of removal or resignation is provided to the Administrative Agent and Borrowers (or Lenders, if applicable). If Upon any such resignation or removal, the Administrative Agent shall, on behalf of the Lenders, immediately appoint, as its successor, another Lender; provided that such Lender is a commercial bank or trust company organized under the laws of the United States of America or any State thereof and has a combined capital and surplus of at least Five Hundred Million and No/100 Dollars ($500,000,000.00) (a “Qualifying Person”). In such event, the Administrative Agent’s resignation or removal shall not be effective until the successor Administrative Agent shall have accepted its appointment, provided that if the Administrative Agent shall resign notify the Borrowers that no Qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice, and the retiring Administrative Agent, as the case may be, shall be discharged from its duties and obligations under this Agreement. Upon the acceptance by a successor Administrative Agent of its appointment as the Administrative Agent hereunder, such successor Administrative Agent shall thereupon succeed to and become vested with all of the properties, rights, powers, privileges and duties of the former Administrative Agent, without further act, deed or conveyance. Upon the effective date of resignation or removal of the retiring Administrative Agent and payment of all amounts then due and payable by the Administrative Agent to the Lenders pursuant to this Agreement, such Administrative Agent shall be discharged from its duties under this Agreement and the other Loan Documents. If for any reason, at any time, there is no Administrative Agent hereunder, then upon any during such resignationperiod, the Required Lenders shall have the right to appoint a successor, which successor agent shall (unless an Event of Default under Section 8.1(a) or Section 8.1(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 successor agent shall succeed to the rights, powers and duties of exercise the Administrative Agent’s rights and perform its duties hereunder, and except that (i) all notices or other communications required or permitted to be given to 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 given to this Agreement or any holders of the Loans. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing each Lender, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) all payments to be subject made to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason). Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower made directly to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between Borrowers or the Lender for whose account such Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.5 shall continue in effect for the benefit of such retiring Administrative Agent in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by the date that payment 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 Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as a successor agent is appointed as provided for abovemade.

Successor Administrative Agent. a. The Administrative Agent may resign as Administrative Agent upon 30 days’ at any time give notice of its resignation to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon Upon receipt of any such notice of resignation, the Required Majority Lenders shall have the right to appoint a successorright, which successor agent shall (unless an Event with the consent of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall such consent not to be unreasonably withheld or delayed), whereupon such successor agent to appoint a successor, which shall succeed to be a bank with an office in the rightsUnited States of America and a combined capital and surplus of at least $500,000,000; provided that, powers and duties the consent of the Administrative AgentBorrower shall not be required if an Event of Default, or an event that would constitute an Event of Default with notice or lapse of time or both, has occurred 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 Loansis continuing. If no such successor shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Administrative Agent gives notice of its resignationresignation (or such earlier day as shall be agreed by the Majority Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent maymay (but shall not be obligated to), on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Administrative Agent which meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. b. If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (v) of the definition thereof, the Majority Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and such Person remove such Person as Administrative Agent and, with the consent of the Borrower (such consent not to be unreasonably withheld or delayed), appoint a bank with successor; provided that, the consent of the Borrower shall not be required if an office in New York, New YorkEvent of Default, or an Affiliate of any such bank, which successor agent shall (unless (i) event that would constitute an Event of Default under Section 8.1(awith notice or lapse of time or both, has occurred and is continuing. If no such successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Majority Lenders) or Section 8.1(g) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with respect such notice on the Removal Effective Date. c. The Majority Lenders may at any time, to the extent permitted by applicable law, by notice in writing to the Borrower shall have occurred and be continuing or (ii) to the Person serving as Administrative Agent remove such successor agent is a Lender) be subject to approval by Person as Administrative Agent and, with the consent of the Borrower (which approval such consent not to be unreasonably withheld or delayed), appoint a successor; provided that, the consent of the Borrower shall not be withheld required if an Event of Default, or delayed an event that would constitute an Event of Default with notice or lapse of time or both, has occurred and is continuing. If no such successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment by the Removal Effective Date, then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. On the Removal Effective Date, the Borrower shall pay in full all amounts due and payable to the removed Administrative Agent hereunder and under the other Loan Documents. d. With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) except for any indemnity payments owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time, if any, as the Majority Lenders appoint a bona fide valid reason)successor Administrative Agent as provided for above. Upon the acceptance of its a successor’s appointment as Administrative Agent hereunder by a successorhereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Administrative Agent (other than any rights to indemnity payments owed to the retiring or removed Administrative Agent), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Loan Documents. The fees payable by any the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such the Borrower and such successor. After the retiring or removed Administrative Agent’s resignation hereunderor removal hereunder and under the other Loan Documents, the provisions of this Article and Section 10.5 8.04 shall continue in effect for the benefit of such retiring or removed Administrative Agent Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it the retiring or removed Administrative Agent was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall 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 a successor agent is appointed as provided for above.

Successor Administrative Agent. (a) The Administrative Agent may resign as Administrative Agent upon 30 at any time by giving at least ninety (90) days’ written notice thereof to the Lenders Funding Agents, the Transferor and the BorrowerXxxxx. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon Upon any such resignation, the Required Lenders Owners shall have the right to appoint a successor, which successor agent shall (unless an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing) be subject to approval Administrative Agent approved by the Borrower Transferor (which approval shall will 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 Administrative Agent shall have been so appointed by the Required Lenders Owners (and approved by the Transferor) and shall have accepted such appointment within thirty ninety (3090) days after the retiring Administrative Agent gives Agent’s giving of notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders Owners and the Issuing LenderFunding Agents, appoint a successor Administrative Agent which shall be a bank with an office in New Yorkwhich, New York, or if such successor Administrative Agent is not an Affiliate of any such bankof the Funding Agents, is approved by the Transferor (which approval will not be unreasonably withheld or delayed), and which successor agent Administrative Agent shall be (unless x) either (i) an Event a commercial bank having a combined capital and surplus of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or at least $250,000,000, (ii) an Affiliate of such successor agent is a Lenderbank, or (iii) an Affiliate of Royal Bank of Canada, and (y) experienced in the types of transactions contemplated by this Agreement. (a) The Owners, acting unanimously through their respective Funding Agents (excluding the Administrative Agent and the related Funding Agent and Owner), may replace the Administrative Agent by giving written notice to the Administrative Agent. Any such replacement Administrative Agent shall be appointed and subject to the prior written approval by of all Owners (excluding the Borrower (Administrative Agent and the related Funding Agent and Owner), which approval shall not be unreasonably withheld or delayed delayed. The replacement Administrative Agent shall notify the Transferor and the Servicer of such replacement. (b) The Transferor may replace the Administrative Agent by giving written notice to the Borrower except for Administrative Agent, the Funding Agents and Xxxxx at least one hundred twenty (120) days prior to the then current Scheduled Expiry Date. Any such replacement Administrative Agent shall be subject to the prior written approval of the Required Owners, which approval shall not be unreasonably withheld or delayed. If the Required Owners have not approved a bona fide valid reasonreplacement Administrative Agent on or before the then current Scheduled Expiry Date, the Administrative Agent shall continue to serve in such capacity until it resigns in accordance with Section 10.7(a) or is replaced in accordance with this Section 10.7(c). . (c) Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or replaced Administrative Agent, and the retiring or replaced Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successorunder this Agreement. After the any retiring or replaced Administrative Agent’s resignation hereunderor replacement hereunder as Administrative Agent, the provisions of this Article and Section 10.5 X shall continue in effect for the inure to its benefit of such retiring Administrative Agent in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall 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 a successor agent is appointed as provided for aboveunder this Agreement.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 ten days’ notice to the Lenders and the Borrower. Any such resignation by the Administrative Agent hereunder shall also constitute its resignation as an Issuing Lender and a Swing Line Lender, in which case the retiring Administrative Agent (x) shall not be required to issue any further Letters of Credit or make any additional Swing Line Loans hereunder and (y) shall maintain all of its rights as Issuing Lender or Swing Line Lender, as the case may be, with respect to any Letters of Credit issued by it, or Swing Line Loans made by it, prior to the date of such resignation. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then upon any such resignation, the Required Lenders shall have appoint from among the right to appoint Lenders a successorsuccessor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8.1(a) or Section 8.1(g8.1(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 shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Lender, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason). Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.5 shall continue in effect for the benefit of such retiring Administrative Agent in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 ten 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 is appointed 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 Agent’s resignation as Agent, such Agent shall remain indemnified to 119 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 Agent under this Agreement and the other Loan Documents.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 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 upon any such resignation, the Required Majority Lenders shall have appoint from among the right to appoint Lenders a successorsuccessor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower provided that it shall have occurred and be continuing) be subject to approval been approved by the Borrower (which approval shall not be unreasonably withheld or delayedBorrower), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent hereunder. Upon the earlier of (i) the 10 day period following the Administrative Agent’s notice of resignation to the Lenders and (ii) the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The term “Administrative Agent” shall mean such successor agent effective upon such appointment and approvalagent, 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 shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the After any retiring Administrative Agent gives notice Agent’s resignation as Administrative Agent, the provisions of this Section 11 shall inure to its resignation, then the retiring benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent may, on behalf of the Lenders under this Agreement and the Issuing Lender, appoint a successor other Loan Documents. Any resignation by Wells Fargo as Administrative Agent which pursuant to this section shall be a bank with an office in New York, New York, or an Affiliate of any such bank, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason)also constitute its resignation as Issuing Xxxxxx. Upon the Xxxx xhe acceptance of its a successor’s appointment as Administrative Agent hereunder by a successorhereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative AgentIssuing Xxxxxx, and the (x) xxe retiring Administrative Agent Issuing Lender shall be discharged from its all of their respective duties and obligations hereunder. The fees payable by any Borrower to a hereunder or under the other Loan Documents, and (c) the successor Administrative Agent Issuing Lender shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions issue letters of this Article and Section 10.5 shall continue credit in effect substitution for the benefit Letters of such retiring Administrative Agent in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall 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 a successor agent is appointed as provided for aboveoutstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Xxxxxx xx xxxxctively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 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 upon any such resignation, the Required Lenders shall have appoint from among the right to appoint Lenders a successorsuccessor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8.1(a8(a) or Section 8.1(g8(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 '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 shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Lender, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason). Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.5 shall continue in effect for the benefit of such retiring Administrative Agent in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s 's notice of resignation, the retiring Administrative Agent’s 's resignation shall nevertheless thereupon become effective, effective and the Lenders shall 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 is appointed as provided for above. 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 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; provided that in the case of a resignation by the Collateral Agent, the Collateral Agent shall (i) assign and deliver to the Administrative Agent any Collateral pledged to the Collateral Agent, for the benefit of the Agents and the Lenders, (ii) execute and deliver to the Administrative Agent any amendments to the Security Documents or such other documents as the Administrative Agent deems necessary or advisable in order to continue the security interest of the Lenders in the Collateral and (iii) take all other actions necessary or advisable to continue the security interest of the Lenders in the Collateral (including, without limitation, the execution and delivery of amendments to the Uniform Commercial Code financing statements filed, registered or recorded in order to create in favor of the Collateral Agent, for the benefit of the Agents and the Lenders, the perfected, first priority Lien on the Collateral). After any retiring Agent's resignation as 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 Agent under this Agreement and the other Loan Documents.

Successor Administrative Agent. (a) The Administrative Agent may (i) resign at any time as Administrative Agent upon 30 days’ under the Loan Documents by giving written notice thereof to the Lenders and the Borrower. If the Administrative Agent shall resign Borrower or (ii) be removed as Administrative Agent under this Agreement and the Loan Documents for gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final, non-appealable judgment, upon 30 days’ prior written notice by all Lenders (other Loan Documents, than the Lender then upon acting as Administrative Agent). Upon any such resignationresignation or removal, the Required Requisite Lenders shall have the right to appoint a successorsuccessor Administrative Agent which appointment shall, which successor agent shall (unless an provided no Default or Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing) exists, be subject to approval by the Borrower (Borrower’s approval, which approval shall not be unreasonably withheld or delayeddelayed (except that the Borrower shall, in all events, be deemed to have approved each Lender and any of its Affiliates as a successor Administrative Agent). If no successor Administrative Agent shall have been so appointed in accordance with the immediately preceding sentence, whereupon and shall have accepted such successor agent shall succeed to appointment, within 30 days after the rights, powers and duties resigning Administrative Agent’s giving of notice of resignation or the giving of notice of removal 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 shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring current Administrative Agent may, on behalf of the Lenders and the Issuing LenderBanks, appoint a successor Administrative Agent Agent, which shall be a bank with an office in New YorkLender, New Yorkif any Lender shall be willing to serve, or otherwise shall be a financial institution having total combined assets of at least $50,000,000,000 and an Affiliate of any such bank, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) Eligible Assignee or Section 8.1(g) with respect another Person acceptable to the Borrower shall have occurred and Requisite Lenders. (b) The Administrative Agent may be continuing or (ii) such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason). Upon the acceptance of its appointment removed as Administrative Agent hereunder by a successorunder the Loan Documents, such successor shall succeed with or without cause, upon 15 days’ prior written notice from the Borrower to the Administrative Agent and become vested with all the rightsLenders; provided that upon such removal Bank of America, powersN.A. is appointed as successor Administrative Agent (in such capacity, privileges “Successor Agent”) and duties of accepts such appointment thereof. Xxxxx Fargo, as the retiring Administrative Agent, shall, at the sole cost and expense of the retiring Administrative Agent shall Borrower, take such actions and furnish such information, documents, instruments and agreements as are customary in its business practices and may be discharged reasonably requested from its duties and obligations hereunder. The fees payable time to time by any Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.5 shall continue in effect for the benefit of such retiring Administrative Successor Agent in respect of any actions taken or omitted order to be taken by any of them while it was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by facilitate and complete the date that 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 Lenders shall assume and perform all transfer of the duties of administrative agency function to the Administrative Agent hereunder until such time, if any, as a successor agent is appointed as provided for aboveSuccessor Agent.

Successor Administrative Agent. (a) The Administrative Agent may resign as the Administrative Agent upon 30 days’ notice to the Lenders and the Borrower. If (i) the Administrative Agent shall resign as the Administrative Agent under this Agreement and the other Loan DocumentsAgreement, then upon any such resignation, the Required Lenders shall have appoint from among the right to appoint Lenders a successorsuccessor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8.1(a8(h) or 8(i) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approvals shall not be unreasonably withheld or delayed) or (ii) if no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, such retiring Administrative Agent may, on behalf of the Lenders, appoint a successor agent, which successor agent shall (unless an Event of Default under Section 8.1(g8(h) or 8(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); then, whereupon such in either case, the 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 shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the After any retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Lender, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason). Upon the acceptance of its appointment Agent’s resignation as Administrative Agent hereunder becomes effective the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by a successor, such successor shall succeed to and become vested with all it while it was the rights, powers, privileges and duties of the retiring Administrative Agent, Agent under this Agreement and the retiring Administrative Agent shall be discharged from its duties and obligations hereunderunder this Agreement and the other Loan Documents. The fees payable by Prior to any Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.5 shall continue in effect for the benefit of such retiring Administrative Agent in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effectivehereunder as Administrative Agent, and the Lenders shall assume and perform all of the duties of the retiring Administrative Agent hereunder until shall take such time, if any, action as a may be reasonably necessary to assign to the successor agent is appointed Administrative Agent its rights as provided for aboveAdministrative Agent under the Loan Documents.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon at any time by giving 30 days’ ' prior written notice thereof to the Lenders other Lender Parties and the Borrower. If The Administrative Agent may be removed by the Required Lenders at any time for cause by such Required Lenders giving 30 days' prior written notice thereof to the Administrative Agent shall resign as Administrative Agent under this Agreement Agent, the other Lender Parties and the other Loan Documents, then upon Borrower. Upon any such resignationresignation or removal, the Required Lenders shall have the right to appoint a successor, which successor agent shall Administrative Agent with (unless an so long as no Default or Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and then be continuing) be subject to approval by the Borrower (which approval consent of the Borrower, whose consent 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 Administrative Agent shall have been so appointed by the Required Lenders and consented to, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Administrative Agent gives such notice of its resignationresignation or removal, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Lender, may (but shall not be required to) appoint a successor Administrative Agent. Each successor Administrative Agent which shall be a bank with an office in New YorkLender if any Lender shall at the time be willing to become the successor Administrative Agent, New Yorkand if no Lender shall then be so willing, or an Affiliate of any such bank, which successor agent shall (unless (i) an Event of Default under Section 8.1(a) or Section 8.1(g) with respect to the Borrower shall have occurred and be continuing or (ii) then such successor agent is a Lender) Administrative Agent shall be subject to approval by the Borrower (which approval shall not be withheld or delayed by the Borrower except for a bona fide valid reason)an Eligible Institution. Upon the acceptance by a successor Administrative Agent of its appointment as Administrative Agent hereunder by a successorhereunder, such successor Administrative Agent shall thereupon succeed to and become vested with all the properties, rights, powers, privileges and duties of the former Administrative Agent in its capacity as such, without further act, deed or conveyance. Upon the effective date of resignation or removal of a retiring Administrative Agent, and the retiring such Administrative Agent shall be discharged from its duties under this Agreement and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successor. After the Administrative Agent’s resignation hereunderother Loan Documents, but the provisions of this Article and Section 10.5 Agreement shall continue in effect for the inure to its benefit of such retiring Administrative Agent in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as Administrative AgentAgent under this Agreement. If and so long as no successor agent has accepted appointment as Administrative Agent shall have been appointed, then any notice or other communication required or permitted to be given by the date that 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 Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until shall be sufficiently given if given by the Required Lenders, all notices or other communications required or permitted to be given to the Administrative Agent shall be given to each Lender, and all payments to be made to the Administrative Agent shall be made directly to the Loan Party or Lender Party for whose account such time, if any, as a successor agent payment is appointed as provided for abovemade.