Common use of Successor Administrative Agent Clause in Contracts

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon thirty days’ notice to the Lenders. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents (or as Administrative Agent for the Secured Parties under the Security Documents), then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent, with the consent of the Borrower (such consent not to be unreasonably withheld or delayed), shall succeed to the rights, powers and duties of the Administrative Agent hereunder and or thereunder, as applicable. Effective upon such appointment and approval, the term “Administrative Agent” shall mean such successor agent, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement, any holders of the Loans or any Secured Party. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. The Administrative Agent may be removed at any time with or without cause by the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of the Administrative Agent), provided that on the effectiveness of such removal the Secured Obligations owing to such Administrative Agent as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removed, the procedures set forth in this Section 9.09 shall apply in appointing a successor Administrative Agent.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Majority Lenders, with any such resignation or removal to become effective only upon the appointment of a successor Administrative Agent pursuant to this Section 7.06. Upon any such resignation or removal, the Majority Lenders shall have the right to appoint a successor Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company reasonably acceptable to the Borrower organized under the laws of the United States or of any State thereof. If no successor Administrative Agent shall have been so appointed by the Majority Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a Lender or shall be another commercial bank or trust company organized under the laws of the United States or any State thereof and reasonably acceptable to the Borrower. Upon the acceptance of any appointment as Administrative Agent upon thirty days’ notice to the Lenders. If the hereunder by a successor Administrative Agent, such successor Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents (or as Administrative Agent for the Secured Parties under the Security Documents), then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent, with the consent of the Borrower (such consent not to be unreasonably withheld or delayed), shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the Administrative Agent hereunder and or thereunder, as applicable. Effective upon such appointment and approval, the term “retiring Administrative Agent” shall mean such successor agent, and the former Administrative Agent’s rights, powers and duties as retiring Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to discharged from its duties and obligations under this Agreement, any holders of the Loans or any Secured Party. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative Agent, the provisions of this Article IX VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. The Administrative Agent may be removed at any time with or without cause by the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of the Administrative Agent), provided that on the effectiveness of such removal the Secured Obligations owing to such Administrative Agent as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removed, the procedures set forth in this Section 9.09 shall apply in appointing a successor Administrative AgentAgreement.

Successor Administrative Agent. The Administrative Agent may resign as at any time, effective upon the appointment and acceptance of a successor Administrative Agent upon thirty as provided below, by giving at least five days’ written notice thereof to the Lenderseach Lender Agent. If the The Administrative Agent may be removed at any time with cause by the Lender Agents and the Borrower acting jointly. Upon any such resignation or removal, the Lender Agents acting jointly shall resign as appoint a successor Administrative Agent under this Agreement and the other Loan Documents (or as Administrative Agent for the Secured Parties under the Security Documents), then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent, with the consent of the Borrower Borrower. Each Lender Agent agrees that it shall not unreasonably withhold or delay its approval of the appointment of a successor Administrative Agent. If no such successor Administrative Agent shall have been so appointed, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation or the removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Secured Parties, appoint a successor Administrative Agent which successor Administrative Agent shall be either (i) a commercial bank organized under the laws of the United States or of any state thereof and have a combined capital and surplus of at least $50,000,000 or (ii) an Affiliate of such consent not to be unreasonably withheld or delayed)a bank. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the Administrative Agent hereunder and or thereunder, as applicable. Effective upon such appointment and approval, the term “retiring Administrative Agent” shall mean such successor agent, and the former Administrative Agent’s rights, powers and duties as retiring Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to discharged from its duties and obligations under this Agreement, any holders of the Loans or any Secured Party. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. The Administrative Agent may be removed at any time with or without cause by the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of the Administrative Agent), provided that on the effectiveness of such removal the Secured Obligations owing to such Administrative Agent as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removed, the procedures set forth in this Section 9.09 shall apply in appointing a successor Administrative AgentAgreement.

Successor Administrative Agent. The Administrative Agent may resign at any time, effective upon the appointment and acceptance of a successor Administrative Agent as provided below, by giving at least five days’ written notice thereof to each Purchaser Agent and the Sellers and may be removed at any time with cause by the Purchaser Agents acting jointly. Upon any such resignation or removal, the Purchaser Agents acting jointly shall appoint a successor Administrative Agent. Each of the Purchaser Agents agrees that it shall not unreasonably withhold or delay its approval of the appointment of a successor Administrative Agent. If no such successor Administrative Agent shall have been so appointed, and shall have accepted such appointment, within thirty (30) days after the retiring Administrative Agent’s giving of notice of resignation or the removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Secured Parties, appoint a successor Administrative Agent which successor Administrative Agent shall be either (i) a commercial bank organized under the laws of the United States or of any state thereof and have a combined capital and surplus of at least $50,000,000 or (ii) an Affiliate of such a bank. Upon the acceptance of any appointment as Administrative Agent upon thirty days’ notice to the Lenders. If the hereunder by a successor Administrative Agent, such successor Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents (or as Administrative Agent for the Secured Parties under the Security Documents), then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent, with the consent of the Borrower (such consent not to be unreasonably withheld or delayed), shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the Administrative Agent hereunder and or thereunder, as applicable. Effective upon such appointment and approval, the term “retiring Administrative Agent” shall mean such successor agent, and the former Administrative Agent’s rights, powers and duties as retiring Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to discharged from its duties and obligations under this Agreement, any holders of the Loans or any Secured Party. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX XII shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. The Administrative Agent may be removed at any time with or without cause by the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of the Administrative Agent), provided that on the effectiveness of such removal the Secured Obligations owing to such Administrative Agent as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removed, the procedures set forth in this Section 9.09 shall apply in appointing a successor Administrative AgentAgreement.

Successor Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Banks and the Applicant. Upon any such resignation, the Required Banks shall have the right, in consultation with the Applicant, to appoint a successor. If no successor shall have been so appointed by the Required Banks 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 Banks, appoint a successor Administrative Agent which shall be a commercial bank or an Affiliate of any such commercial bank. Upon the acceptance of its appointment as Administrative Agent upon thirty days’ notice to the Lenders. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents (or as Administrative Agent for the Secured Parties under the Security Documents)hereunder by a successor, then the Required Lenders shall appoint from among the Lenders a such successor agent for the Lenders, which successor agent, with the consent of the Borrower (such consent not to be unreasonably withheld or delayed), shall succeed to and become vested with all the rights, powers powers, privileges and duties of the Administrative Agent hereunder and or thereunder, as applicable. Effective upon such appointment and approval, the term “retiring Administrative Agent” shall mean such successor agent, and the former Administrative Agent’s rights, powers and duties as retiring Administrative Agent shall be terminated, without any other or further act or deed on discharged from its duties and obligations hereunder. The fees payable by the part of such former Applicant to a successor Administrative Agent or any of shall be the parties same as those payable to this Agreement, any holders of its predecessor unless otherwise agreed between the Loans or any Secured PartyApplicant and such successor. After any retiring the Administrative Agent’s resignation as Administrative Agenthereunder, the provisions of this Article IX and Sections 8.3, 8.5 and 8.15 shall inure to continue in effect for the benefit of such retiring Administrative Agent, its benefit as to sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was Administrative Agent under this Agreement and the other Loan Documents. The Administrative Agent may be removed at any time with or without cause by the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of the Administrative Agent), provided that on the effectiveness of such removal the Secured Obligations owing to such Administrative Agent acting as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removed, the procedures set forth in this Section 9.09 shall apply in appointing a successor Administrative Agent.

Successor Administrative Agent. The Administrative Agent may resign as at any time, effective upon the appointment and acceptance of a successor Administrative Agent upon thirty as provided below, by giving at least five (5) days’ ' written notice thereof to the Lenders. If the Administrative Agent shall resign as Administrative Agent under this Agreement each Lender and the other Loan Documents (Borrower and may be removed at any time with cause by the Lenders acting jointly. Upon any such resignation or as Administrative Agent for the Secured Parties under the Security Documents)removal, then the Required Lenders shall appoint from among the Lenders a successor agent for Administrative Agent, subject to the Lenders, which successor agent, with the consent approval of the Borrower and the Originator (which approval shall not be (i) unreasonably withheld, conditioned or delayed or (ii) required at any time during the continuance of an Event of Default or after the declaration or automatic occurrence of the Facility Maturity Date). Each Lender agrees that it shall not unreasonably withhold or delay its approval of the appointment of a successor Administrative Agent. If no such consent not to successor Administrative Agent shall have been so appointed, and shall have accepted such appointment, within thirty (30) days after the retiring Administrative Agent's giving of notice of resignation or the removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Secured Parties, appoint a successor Administrative Agent which successor Administrative Agent shall be unreasonably withheld either (x) a commercial bank organized under the laws of the United States or delayed)of any state thereof and have a combined capital and surplus of at least $50,000,000 or (y) an Affiliate of such a bank. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the Administrative Agent hereunder and or thereunder, as applicable. Effective upon such appointment and approval, the term “retiring Administrative Agent” shall mean such successor agent, and the former Administrative Agent’s rights, powers and duties as retiring Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to discharged from its duties and obligations under this Agreement, any holders of the Loans or any Secured Party. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative Agent, the provisions of this Article IX shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. The Administrative Agent may be removed at any time with or without cause by the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of the Administrative Agent), provided that on the effectiveness of such removal the Secured Obligations owing to such Administrative Agent as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removed, the procedures set forth in this Section 9.09 shall apply in appointing a successor Administrative AgentAgreement.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon thirty days’ at any time by giving notice thereof to the Lenders. If the Administrative Agent shall resign as Administrative Agent under this Agreement Banks and the other Loan Documents (or as Administrative Agent for Borrower. Upon any such resignation, the Secured Parties under the Security Documents), then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agentBorrower, with the consent of the Borrower Required Banks, (such consent not to be unreasonably withheld or delayed), shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent gives notice of resignation, then the retiring Administrative Agent may, on behalf of the Banks, appoint a successor Administrative Agent, which shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $250,000,000. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers rights and duties of the Administrative Agent hereunder and or thereunder, as applicable. Effective upon such appointment and approval, the term “retiring Administrative Agent” shall mean such successor agent, and the former Administrative Agent’s rights, powers and duties as retiring Administrative Agent shall be terminated, without any other or further act or deed on the part of discharged from its duties and obligations hereunder; PROVIDED that if such former successor Administrative Agent or any is appointed without the consent of the parties to this AgreementBorrower, any holders such successor Administrative Agent may be replaced by the Borrower with the consent of the Loans or any Secured PartyRequired Banks. After any retiring Administrative Agent’s 's resignation hereunder as Administrative Agent, the provisions of this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. The Administrative Agent may be removed at any time with or without cause by the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of the Administrative Agent), provided that on the effectiveness of such removal the Secured Obligations owing to such Administrative Agent as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removed, the procedures set forth in this Section 9.09 shall apply in appointing a successor Administrative Agent.

Successor Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign as Administrative Agent upon thirty days’ notice to at any time by notifying the Lenders. If the Administrative Agent shall resign as Administrative Agent under this Agreement Lenders and the other Loan Documents (or as Administrative Agent for the Secured Parties under the Security Documents)Borrower. Upon any such resignation, then the Required Lenders shall have the right, in consultation with the Borrower, to appoint from among a successor. If no successor shall have been so appointed by the Required Lenders a successor agent for and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, 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. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor agent, with the consent of the Borrower (such consent not to be unreasonably withheld or delayed), shall succeed to and become vested with all the rights, powers powers, privileges and duties of the Administrative Agent hereunder and or thereunder, as applicable. Effective upon such appointment and approval, the term “retiring Administrative Agent” shall mean such successor agent, and the former Administrative Agent’s rights, powers and duties as retiring Administrative Agent shall be terminated, without any other or further act or deed on discharged from its duties and obligations hereunder. The fees payable by the part of such former Borrower to a successor Administrative Agent or any of shall be the parties same as those payable to this Agreement, any holders of its predecessor unless otherwise agreed between the Loans or any Secured PartyBorrower and such successor. After any retiring the Administrative Agent’s 's resignation as Administrative Agenthereunder, the provisions of this Article IX and Section 9.03 shall inure to continue in effect for the benefit of such retiring Administrative Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was Administrative Agent under this Agreement and the other Loan Documents. The Administrative Agent may be removed at any time with or without cause by the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of the Administrative Agent), provided that on the effectiveness of such removal the Secured Obligations owing to such Administrative Agent acting as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removed, the procedures set forth in this Section 9.09 shall apply in appointing a successor Administrative Agent.

Successor Administrative Agent. The (a) Subject to the appointment and acceptance of a successor Administrative Agent as provided below, the Administrative Agent may resign as Administrative Agent upon thirty days’ at any time by giving written notice thereof to the Lenders. If Lenders and the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents (or as Administrative Agent for the Secured Parties under the Security Documents)Borrower. Upon any such resignation, then the Required Lenders shall have the right to appoint from among the Lenders a successor agent for the Lenders, which successor agent, Administrative Agent (with the consent of the Administrative Borrower if no Event of Default then exists). If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be any Lender or a Person organized under the laws of the US, a State or any political subdivision thereof which has combined capital and reserves in excess of $250,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such consent not to be unreasonably withheld or delayed), successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges, duties, and duties obligations of the Administrative Agent hereunder and or thereunder, as applicable. Effective upon such appointment and approval, the term “retiring Administrative Agent” shall mean such successor agent, and the former Administrative Agent’s rights, powers and duties as retiring Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement, any holders of the Loans or any Secured Partydischarged from its duties and obligations hereunder. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article IX 10 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. The Administrative Agent may be removed at any time with or without cause by the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of acting as the Administrative Agent), provided that on the effectiveness of such removal the Secured Obligations owing to such Administrative Agent as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removed, the procedures set forth in this Section 9.09 shall apply in appointing a successor Administrative Agent.

Successor Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign as Administrative Agent upon thirty days’ at any time by giving written notice thereof to the Lenders. If the Administrative Agent shall resign as Administrative Agent under this Agreement Lenders and the other Loan Documents (or as Administrative Agent for the Secured Parties under the Security Documents)Company. Upon any such resignation, then the Required Lenders shall appoint from among have the Lenders a successor agent for the Lenders, which successor agentright, with the consent of the Borrower (Company so long as no payment or bankruptcy Event of Default exists, to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such consent not to appointment, within 30 days after the retiring Administrative Agent gives notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be unreasonably withheld a commercial bank organized or delayed)licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $50,000,000. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers rights and duties of the Administrative Agent hereunder and or thereunder, as applicable. Effective upon such appointment and approval, the term “retiring Administrative Agent” shall mean such successor agent, and the former Administrative Agent’s rights, powers and duties as retiring Administrative Agent shall be terminated, without any other or further act or deed on discharged from its duties and obligations hereunder. The fees payable by the part of such former Company to a successor Administrative Agent or any of shall be the parties same as those payable to this Agreement, any holders of its predecessor unless otherwise agreed between the Loans or any Secured PartyCompany and such successor. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. The Administrative Agent may be removed at any time with or without cause by the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of the Administrative Agent), provided that on the effectiveness of such removal the Secured Obligations owing to such Administrative Agent as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removed, the procedures set forth in this Section 9.09 shall apply in appointing a successor Administrative Agent.

Successor Administrative Agent. The Administrative Agent may resign at any time, effective upon the appointment and acceptance of a successor Administrative Agent as provided below, by giving at least five days’ written notice thereof to each Lender and the Borrower and may be removed at any time with cause by the Lenders acting jointly. Upon any such resignation or removal, the Lenders acting jointly shall appoint a successor Administrative Agent reasonably acceptable to the Borrower. Each Lender agrees that it shall not unreasonably withhold or delay its approval of the appointment of a successor Administrative Agent. If no such successor Administrative Agent shall have been so appointed, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation or the removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Secured Parties, appoint a successor Administrative Agent which successor Administrative Agent shall be either (i) a commercial bank or other financial institution organized under the laws of the United States or of any state thereof and have a combined capital and surplus of at least $50,000,000 or (ii) an Affiliate of such a bank or financial institution. Upon the acceptance of any appointment as Administrative Agent upon thirty days’ notice to the Lenders. If the hereunder by a successor Administrative Agent, such successor Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents (or as Administrative Agent for the Secured Parties under the Security Documents), then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent, with the consent of the Borrower (such consent not to be unreasonably withheld or delayed), shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the Administrative Agent hereunder and or thereunder, as applicable. Effective upon such appointment and approval, the term “retiring Administrative Agent” shall mean such successor agent, and the former Administrative Agent’s rights, powers and duties as retiring Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to discharged from its duties and obligations under this Agreement, any holders of the Loans or any Secured Party. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX XII shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. The Administrative Agent may be removed at any time with or without cause by the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of the Administrative Agent), provided that on the effectiveness of such removal the Secured Obligations owing to such Administrative Agent as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removed, the procedures set forth in this Section 9.09 shall apply in appointing a successor Administrative AgentAgreement.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon thirty days’ at any time by giving written notice thereof to the Lenders. If the Administrative Agent shall resign as Administrative Agent under this Agreement Lenders and the other Loan Documents (or as Administrative Agent for the Secured Parties under the Security Documents)Company. Upon any such resignation, then the Required Lenders shall appoint from among have the Lenders a successor agent for right to appoint, on behalf of the Borrowers and the Lenders, which a successor agentAdministrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent's giving notice of resignation, with then the consent retiring Administrative Agent may appoint, on behalf of the Borrower (Borrowers and the Lenders, a successor Administrative Agent. Notwithstanding anything herein to the contrary, so long as no Default has occurred and is continuing, each such consent successor Administrative Agent shall be subject to approval by the Company, which approval shall not to be unreasonably withheld or delayed). Such successor Administrative Agent shall be a commercial bank having capital and retained earnings of at least $500,000,000. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the Administrative Agent hereunder and or thereunder, as applicable. Effective upon such appointment and approval, the term “retiring Administrative Agent” shall mean such successor agent, and the former Administrative Agent’s rights, powers and duties as retiring Administrative Agent shall be terminated, without any discharged from its duties and obligations hereunder and under the other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement, any holders of the Loans or any Secured PartyLoan Documents. After any retiring Administrative Agent’s 's resignation hereunder as Administrative Agent, the provisions of this Article IX XI shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent hereunder and under this Agreement and the other Loan Documents. The Administrative Agent may be removed at any time with or without cause by the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of the Administrative Agent), provided that on the effectiveness of such removal the Secured Obligations owing to such Administrative Agent as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removed, the procedures set forth in this Section 9.09 shall apply in appointing a successor Administrative Agent.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon thirty 30 days’ ' prior notice to the Borrower and the Lenders. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents (or as Administrative Agent for the Secured Parties under the Security Documents)Notes, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agentagent shall be approved by the Borrower, with the consent so long as no Default or Event of the Borrower (Default has occurred and is continuing, whereupon such consent not to be unreasonably withheld or delayed), successor agent shall succeed to the rights, powers and duties of the Administrative Agent hereunder Agent, and or thereunder, as applicable. Effective the term "Administrative Agent" shall mean such successor agent effective upon such appointment and approval, the term “Administrative Agent” shall mean such successor agent, 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, Agreement or any holders of the Loans or any Secured PartyNotes. If no successor Administrative Agent has accepted appointment as Administrative Agent within sixty (60) days after the retiring Administrative Agent's giving notice of resignation, the retiring Administrative Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. After any retiring Administrative Agent’s 's resignation as Administrative Agent, the provisions of this Article IX Section 8.9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. The Administrative Agent may be removed at any time with or without cause by the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of the Administrative Agent), provided that on the effectiveness of such removal the Secured Obligations owing to such Administrative Agent as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removed, the procedures set forth in this Section 9.09 shall apply in appointing a successor Administrative AgentAgreement.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving not less than 60 days’ prior written notice thereof to the Issuer, the Servicer and the Indenture Trustee and may be removed at any time with or without cause by the Global Requisite Majority. Upon any such resignation or removal, the Global Requisite Majority shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Global Requisite Majority, and shall have accepted such appointment, within thirty (30) days after the retiring Administrative Agent’s giving of notice of resignation or the Global Requisite Majority’s removal of the retiring Administrative Agent, then the retiring Administrative Agent may petition a court of competent jurisdiction to appoint a successor Administrative Agent. Upon the acceptance of any appointment as Administrative Agent upon thirty days’ notice to the Lenders. If the hereunder by a successor Administrative Agent, such successor Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents (or as Administrative Agent for the Secured Parties under the Security Documents), then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent, with the consent of the Borrower (such consent not to be unreasonably withheld or delayed), shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the Administrative Agent hereunder and or thereunder, as applicable. Effective upon such appointment and approval, the term “retiring Administrative Agent” shall mean such successor agent, and the former Administrative Agent’s rights, powers and duties as retiring Administrative Agent shall be terminated, without any discharged from its duties and obligations under this Indenture and the other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement, any holders of the Loans or any Secured PartyRelevant Documents. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX XIII 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 Indenture. After the other Loan Documents. The retiring Administrative Agent’s resignation hereunder as Administrative Agent may be removed at any time (in accordance with or without cause by the Required Lenders (which for terms of this purpose, shall not include the Loans or the Committed Amount of the Administrative AgentIndenture), provided that on the effectiveness provisions of such removal the Secured Obligations owing this Indenture shall inure to such its benefit and be binding upon it as to any actions taken or omitted to be taken by it while it was Administrative Agent as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removed, the procedures set forth in under this Section 9.09 shall apply in appointing a successor Administrative AgentIndenture.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving thirty days’ prior written notice thereof to Banks and Xerium, and Administrative Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to Xerium and Administrative Agent and signed by Requisite Banks. Upon any such notice of resignation or any such removal, Requisite Banks shall have the right, upon five Business Days’ notice to Xerium, to appoint a successor Administrative Agent. Upon the acceptance of any appointment as Administrative Agent upon thirty days’ notice to the Lenders. If the hereunder by a successor Administrative Agent, that successor Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents (or as Administrative Agent for the Secured Parties under the Security Documents), then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent, with the consent of the Borrower (such consent not to be unreasonably withheld or delayed), shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the retiring or removed Administrative Agent hereunder and the retiring or thereunderremoved Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) execute and deliver to such successor Administrative Agent such amendments to financing statements, and take such other actions, as applicable. Effective upon such appointment and approval, may be necessary or appropriate in connection with the term “Administrative Agent” shall mean assignment to such successor agentAdministrative Agent of the security interests created under the Collateral Documents, and the former Administrative Agent’s rights, powers and duties as whereupon such retiring or removed 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, any holders of the Loans or any Secured Partydischarged from its duties and obligations hereunder. After any retiring or removed Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. The Administrative Agent may be removed at any time with or without cause by the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of the Administrative Agent), provided that on the effectiveness of such removal the Secured Obligations owing to such Administrative Agent as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removed, the procedures set forth in this Section 9.09 shall apply in appointing a successor Administrative Agenthereunder.

Successor Administrative Agent. The Administrative Agent may resign as at any time by giving written notice thereof to the Banks and the Borrower and may be removed at any time with or without cause by the Majority Banks. Upon any such resignation or removal, the Majority Banks shall have the right to appoint a successor Administrative Agent upon thirty days’ notice to the Lenders. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents (or as Administrative Agent for the Secured Parties under the Security Documents), then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent, with the consent of the Borrower (which consent shall not be required if at the time of such consent not to appointment any Event of Default or an event which with the passage of time or the giving of notice or both would become an Event of Default has occurred and is continuing). If no successor Administrative Agent shall have been so appointed by the Majority Banks, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of notice of resignation or the Majority Banks' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Banks, appoint a successor Administrative Agent, which shall be unreasonably withheld a commercial bank organized or delayed)licensed under the laws of the United States of America or of any state thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the Administrative Agent hereunder and or thereunder, as applicable. Effective upon such appointment and approval, the term “retiring Administrative Agent” shall mean such successor agent, and the former Administrative Agent’s rights, powers and duties as retiring Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to discharged from its duties and obligations under this Agreement, any holders of the Loans or any Secured Party. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative Agent, the provisions of this Article IX VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. The Administrative Agent may be removed at any time with or without cause by the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of the Administrative Agent), provided that on the effectiveness of such removal the Secured Obligations owing to such Administrative Agent as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removed, the procedures set forth in this Section 9.09 shall apply in appointing a successor Administrative AgentAgreement.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving five (5) days' prior written notice thereof to each of the Purchaser Agents and the Transferor, such resignation to be effective when the Administrative Agent is discharged from its duties and obligations as set forth below, and may be removed at any time with cause by the Purchaser Agents. Upon any such resignation or removal, the Purchaser Agents shall appoint a successor Administrative Agent. Each of the Purchaser Agents agrees that it shall not unreasonably withhold or delay its approval of the appointment of a successor Administrative Agent. If no such successor Administrative Agent shall have been so appointed, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of notice of resignation or the removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Purchaser Agents, appoint a successor Administrative Agent which successor Administrative Agent shall be either (i) a commercial bank organized under the laws of the United States or of any state thereof and have a combined capital and surplus of at least $50,000,000 or (ii) an Affiliate of such a bank. Upon the acceptance of any appointment as Administrative Agent upon thirty days’ notice to the Lenders. If the hereunder by a successor Administrative Agent, such successor Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents (or as Administrative Agent for the Secured Parties under the Security Documents), then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent, with the consent of the Borrower (such consent not to be unreasonably withheld or delayed), shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the Administrative Agent hereunder and or thereunder, as applicable. Effective upon such appointment and approval, the term “retiring Administrative Agent” shall mean such successor agent, and the former Administrative Agent’s rights, powers and duties as retiring Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to discharged from its duties and obligations under this Agreement, any holders of the Loans or any Secured Party. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative Agent, the provisions of this Article IX shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. The Administrative Agent may be removed at any time with or without cause by the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of the Administrative Agent), provided that on the effectiveness of such removal the Secured Obligations owing to such Administrative Agent as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removed, the procedures set forth in this Section 9.09 shall apply in appointing a successor Administrative AgentAgreement.

Successor Administrative Agent. (a) The Administrative Agent may resign as at any time by giving notice thereof to the Banks and the Borrowers. Upon any such resignation, the Required Banks shall have the right to appoint a successor Administrative Agent upon thirty days’ notice reasonably satisfactory to the LendersBorrowers. If the no successor Administrative Agent shall resign as have been so appointed by the Required Banks, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent under this Agreement and the other Loan Documents gives notice of resignation (or such earlier day as Administrative Agent for shall be agreed by the Secured Parties under Required Banks) (the Security Documents“Resignation Effective Date”), then the Required Lenders retiring Administrative Agent may (but shall not be obligated to) appoint from among the Lenders a successor agent for the LendersAdministrative Agent, 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. Whether or not a successor agenthas been appointed, such resignation shall become effective in accordance with such notice on the consent Resignation Effective Date. Upon the acceptance of the Borrower (its appointment as Administrative Agent hereunder by a successor Administrative Agent, such consent not to be unreasonably withheld or delayed), successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers rights and duties of the Administrative Agent hereunder and or thereunder, as applicable. Effective upon such appointment and approval, the term “retiring Administrative Agent” shall mean such successor agent, and the former Administrative Agent’s rights, powers and duties as retiring Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement, any holders of the Loans or any Secured Partydischarged from its duties and obligations hereunder. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. The Administrative Agent may be removed at any time with or without cause by the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of the Administrative Agent), provided that on the effectiveness of such removal the Secured Obligations owing to such Administrative Agent as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removed, the procedures set forth in this Section 9.09 shall apply in appointing a successor Administrative Agent.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Banks and the Borrower and may be removed at any time with cause by the Required Lenders upon receipt of written notice from the Required Lenders to such effect. Upon receipt of notice of any such resignation or removal, the Required Lenders shall have the right to appoint a successor Administrative Agent which successor Administrative Agent shall be acceptable to the Borrower, unless an Event of Default then exists, in which event the Borrower shall have no such approval right. If no successor Administrative Agent shall have been so appointed, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation or the Required Lenders’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Banks and the Borrower, appoint a successor Administrative Agent acceptable to the Borrower, which shall be a commercial bank meeting the financial requirements of an Eligible Assignee. Upon the acceptance of any appointment as Administrative Agent upon thirty days’ notice to the Lenders. If the by a successor Administrative Agent, such successor Administrative Agent shall resign as thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents (or as Administrative Agent for the Secured Parties under the Security Credit Documents), then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent, with the consent of the Borrower (such consent not to be unreasonably withheld or delayed), shall succeed to the rights, powers and duties of the Administrative Agent hereunder and or thereunder, as applicable. Effective upon such appointment and approval, the term “Administrative Agent” shall mean such successor agent, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement, any holders of the Loans or any Secured Party. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX X shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Administrative Agent under this Agreement and the other Loan Credit Documents. The Administrative Agent may be removed at any time with or without cause by the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of the Administrative Agent), provided that on the effectiveness of such removal the Secured Obligations owing to such Administrative Agent as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removed, the procedures set forth in this Section 9.09 shall apply in appointing a successor Administrative Agent.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon thirty days’ at any time by giving written notice thereof to the Lenders. If the Administrative Agent shall resign as Administrative Agent under this Agreement Lenders and the other Loan Documents (or as Administrative Agent for the Secured Parties under the Security Documents)Borrowers. Upon any such resignation, then the Required Lenders shall appoint from among have the Lenders a successor agent for right to appoint, on behalf of the Borrowers and the Lenders, which a successor agentAdministrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty days after the retiring Administrative Agent's giving notice of resignation, with then the consent retiring Administrative Agent may appoint, on behalf of the Borrower (Borrowers and the Lenders, a successor Administrative Agent. Notwithstanding anything herein to the contrary, so long as no Default has occurred and is continuing, each such consent successor Administrative Agent shall be subject to approval by Brightpoint, which approval shall not to be unreasonably withheld or delayed)withheld. Such successor Administrative Agent shall be a commercial bank having capital and retained earnings of at least $500,000,000. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the Administrative Agent hereunder and or thereunder, as applicable. Effective upon such appointment and approval, the term “retiring Administrative Agent” shall mean such successor agent, and the former Administrative Agent’s rights, powers and duties as retiring Administrative Agent shall be terminated, without any discharged from its duties and obligations hereunder and under the other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement, any holders of the Loans or any Secured PartyLoan Documents. After any retiring Administrative Agent’s 's resignation hereunder as Administrative Agent, the provisions of this Article IX XI shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent hereunder and under this Agreement and the other Loan Documents. The Administrative Agent may be removed at any time with or without cause by the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of the Administrative Agent), provided that on the effectiveness of such removal the Secured Obligations owing to such Administrative Agent as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removed, the procedures set forth in this Section 9.09 shall apply in appointing a successor Administrative Agent.

Successor Administrative Agent. The Administrative Agent may resign at any time, effective upon the appointment and acceptance of a successor Administrative Agent as provided below, by giving at least five (5) days’ written notice thereof to each Lender and the Borrowers and may be removed at any time with cause by the Lenders acting jointly. Upon any such resignation or removal, the Lenders acting jointly shall appoint a successor Administrative Agent reasonably acceptable to the Borrowers. Each Lender agrees that it shall not unreasonably withhold or delay its approval of the appointment of a successor Administrative Agent. If no such successor Administrative Agent shall have been so appointed, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation or the removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Secured Parties, appoint a successor Administrative Agent which successor Administrative Agent shall be either (i) a commercial bank or other financial institution organized under the laws of the United States or of any state thereof and have a combined capital and surplus of at least $50,000,000 or (ii) an Affiliate of such a bank or financial institution. Upon the acceptance of any appointment as Administrative Agent upon thirty days’ notice to the Lenders. If the hereunder by a successor Administrative Agent, such successor Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents (or as Administrative Agent for the Secured Parties under the Security Documents), then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent, with the consent of the Borrower (such consent not to be unreasonably withheld or delayed), shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the Administrative Agent hereunder and or thereunder, as applicable. Effective upon such appointment and approval, the term “retiring Administrative Agent” shall mean such successor agent, and the former Administrative Agent’s rights, powers and duties as retiring Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to discharged from its duties and obligations under this Agreement, any holders of the Loans or any Secured Party. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX XII shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. The Administrative Agent may be removed at any time with or without cause by the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of the Administrative Agent), provided that on the effectiveness of such removal the Secured Obligations owing to such Administrative Agent as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removed, the procedures set forth in this Section 9.09 shall apply in appointing a successor Administrative AgentAgreement.

Successor Administrative Agent. The Administrative Agent may resign as at any time, effective upon the appointment and acceptance of a successor Administrative Agent upon thirty as provided below, by giving at least five (5) days’ ' written notice thereof to the Lenders. If the Administrative Agent shall resign as Administrative Agent under this Agreement each Lender and the other Loan Documents (Borrower and may be removed at any time with cause by the Lenders acting jointly. Upon any such resignation or as Administrative Agent for the Secured Parties under the Security Documents)removal, then the Required Lenders shall appoint from among the Lenders a successor agent for Administrative Agent, subject to the Lenders, which successor agent, with the consent approval of the Borrower (which approval shall not be (i) unreasonably withheld, conditioned or delayed or (ii) required at any time during the continuance of an Event of Default or after the declaration or automatic occurrence of the Facility Maturity Date). Each Lender agrees that it shall not unreasonably withhold or delay its approval of the appointment of a successor Administrative Agent. If no such consent not to successor Administrative Agent shall have been so appointed, and shall have accepted such appointment, within thirty (30) days after the retiring Administrative Agent's giving of notice of resignation or the removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Secured Parties, appoint a successor Administrative Agent which successor Administrative Agent shall be unreasonably withheld either (x) a commercial bank organized under the laws of the United States or delayed)of any state thereof and have a combined capital and surplus of at least $50,000,000 or (y) an Affiliate of such a bank. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the Administrative Agent hereunder and or thereunder, as applicable. Effective upon such appointment and approval, the term “retiring Administrative Agent” shall mean such successor agent, and the former Administrative Agent’s rights, powers and duties as retiring Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to discharged from its duties and obligations under this Agreement, any holders of the Loans or any Secured Party. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative Agent, the provisions of this Article IX shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. The Administrative Agent may be removed at any time with or without cause by the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of the Administrative Agent), provided that on the effectiveness of such removal the Secured Obligations owing to such Administrative Agent as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removed, the procedures set forth in this Section 9.09 shall apply in appointing a successor Administrative AgentAgreement.

Successor Administrative Agent. The Administrative Agent may resign as at any time, effective upon the appointment and acceptance of a successor Administrative Agent upon thirty days’ as provided below, by giving at least five (5) days written notice thereof to the Lenders. If the Administrative Agent shall resign as Administrative Agent under this Agreement each Lender and the other Loan Documents (Borrower and may be removed at any time with cause by the Lenders acting jointly. Upon any such resignation or as Administrative Agent for the Secured Parties under the Security Documents)removal, then the Required Lenders shall appoint from among the Lenders a successor agent for Administrative Agent. Each Lender agrees that it shall not unreasonably withhold or delay its approval of the Lendersappointment of a successor Administrative Agent, which successor agent, with subject to the consent approval of the Borrower and each Transferor (which approval shall not be (i) unreasonably withheld, conditioned or delayed or (ii) required at any time during the continuance of an Event of Default or after the declaration or automatic occurrence of the Facility Maturity Date). If no such consent not to successor Administrative Agent shall have been so appointed, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation or the removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Secured Parties, appoint a successor Administrative Agent which successor Administrative Agent shall be unreasonably withheld either (i) a commercial bank organized under the laws of the United States or delayed)of any state thereof and have a combined capital and surplus of at least $50,000,000 or (ii) an Investment Affiliate of such a bank. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the Administrative Agent hereunder and or thereunder, as applicable. Effective upon such appointment and approval, the term “retiring Administrative Agent” shall mean such successor agent, and the former Administrative Agent’s rights, powers and duties as retiring Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to discharged from its duties and obligations under this Agreement, any holders of the Loans or any Secured Party. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. The Administrative Agent may be removed at any time with or without cause by the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of the Administrative Agent), provided that on the effectiveness of such removal the Secured Obligations owing to such Administrative Agent as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removed, the procedures set forth in this Section 9.09 shall apply in appointing a successor Administrative AgentAgreement.

Successor Administrative Agent. The Administrative Agent may resign as at any time, effective upon the appointment and acceptance of a successor Administrative Agent upon thirty as provided below, by giving at least five (5) days’ written notice thereof to the Lenders. If the Administrative each Lender Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents (Borrower. Upon any such resignation or as Administrative Agent for the Secured Parties under the Security Documents)removal, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders(provided that no Termination Event has occurred and is continuing, which successor agent, with subject to the consent of the Borrower Borrower) appoint a successor Administrative Agent. Each Lender Agent agrees that it shall not unreasonably withhold or delay its approval of the appointment of a successor Administrative Agent. If no such successor Administrative Agent shall have been so appointed, and shall have accepted such appointment, within thirty (30) days after the retiring Administrative Agent’s giving of notice of resignation or the removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Secured Parties, appoint a successor Administrative Agent which successor Administrative Agent shall be either (i) a commercial bank organized under the laws of the United States or of any state thereof and have a combined capital and surplus of at least $50,000,000 or (ii) an Affiliate of such consent not to be unreasonably withheld or delayed)a bank. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the Administrative Agent hereunder and or thereunder, as applicable. Effective upon such appointment and approval, the term “retiring Administrative Agent” shall mean such successor agent, and the former Administrative Agent’s rights, powers and duties as retiring Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to discharged from its duties and obligations under this Agreement, any holders of the Loans or any Secured Party. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX XII shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. The Administrative Agent may be removed at any time with or without cause by the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of the Administrative Agent), provided that on the effectiveness of such removal the Secured Obligations owing to such Administrative Agent as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removed, the procedures set forth in this Section 9.09 shall apply in appointing a successor Administrative AgentAgreement.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon thirty days’ at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Required Lenders. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents (Upon any such resignation or as Administrative Agent for the Secured Parties under the Security Documents)removal, then the Required Lenders shall have the right to appoint from among the Lenders a successor agent for the Lenders, which successor agentAdministrative Agent, with the consent of the Borrower (such which consent shall not to be unreasonably withheld or delayed)) if no Event of Default has occurred and is continuing. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within thirty (30) days after the retiring Administrative Agent’s giving of notice of resignation or the Required Lenders’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent and the execution and delivery by Borrower and the successor Administrative Agent of an agreement relating to the annual administration fees to be paid to the successor Administrative Agent in connection with its acting as Administrative Agent hereunder, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers powers, discretion, privileges and duties of the Administrative Agent hereunder and or thereunder, as applicable. Effective upon such appointment and approval, the term “retiring Administrative Agent” shall mean such successor agent, and the former Administrative Agent’s rights, powers and duties as retiring Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to discharged from its duties and obligations under this Agreement, any holders of the Loans or any Secured Party. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. The Administrative Agent may be removed at any time with or without cause by the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of the Administrative Agent), provided that on the effectiveness of such removal the Secured Obligations owing to such Administrative Agent as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removed, the procedures set forth in this Section 9.09 shall apply in appointing a successor Administrative AgentAgreement.

Successor Administrative Agent. The Administrative Agent may resign as at any time by giving sixty days’ written notice thereof to the Purchasers, the Managing Agents, the Transferor, the Servicer and the Indenture Trustee. Upon any such resignation, the Purchasers shall have the right to appoint a successor Administrative Agent upon thirty days’ notice to approved by the Lenders. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents Transferor (or as Administrative Agent for the Secured Parties under the Security Documents), then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent, with the consent of the Borrower (such consent approval will not to be unreasonably withheld or delayed). If no successor Administrative Agent shall have been so appointed and shall have accepted such appointment, within sixty days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Purchasers, appoint a successor Administrative Agent. If such successor Administrative Agent is not an Affiliate of the resigning Administrative Agent, such successor Administrative Agent shall be subject to the Transferor’s prior written approval (which approval will not be unreasonably withheld or delayed). Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all of the rights, powers powers, privileges and duties of the Administrative Agent hereunder and or thereunder, as applicable. Effective upon such appointment and approval, the term “retiring Administrative Agent” shall mean such successor agent, and the former Administrative Agent’s rights, powers and duties as retiring Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to discharged from its duties and obligations under this Agreement, any holders of the Loans or any Secured Party. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article IX X shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent under this Agreement and the other Loan Documents. The Administrative Agent may be removed at any time with or without cause by the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of the Administrative Agent), provided that on the effectiveness of such removal the Secured Obligations owing to such Administrative Agent as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removed, the procedures set forth in this Section 9.09 shall apply in appointing a successor Administrative AgentAgreement.

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 thirty at any time by giving 30 days’ prior written notice thereof to the LendersLenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents (or as Administrative Agent for the Secured Parties under the Security Documents)Agreement, then the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, which successor agent, with administrative agent shall be subject to the consent approval of the Borrower (such consent which approval shall not to be unreasonably withheld withheld, conditioned or delayed). If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent shall have given notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent from among the Lenders, which successor administrative agent shall be subject to the approval of the Borrower (which approval shall not be unreasonably withheld, conditioned or delayed). Upon the acceptance of any appointment as Administrative Agent hereunder by a permitted successor, such successor administrative agent shall succeed to the rights, powers and duties of the Administrative Agent hereunder Agent, and or thereunder, as applicable. Effective upon such appointment and approval, the term “Administrative Agent” shall mean such successor agentadministrative 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, Agreement or any holders of the Loans or any Secured Partyobligations owing hereunder. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Article IX Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. The Administrative Agent may be removed at any time with or without cause by the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of the Administrative Agent), provided that on the effectiveness of such removal the Secured Obligations owing to such Administrative Agent as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removed, the procedures set forth in this Section 9.09 shall apply in appointing a successor Administrative AgentAgreement.

Successor Administrative Agent. The Each Administrative Agent may resign as an Administrative Agent and as a collateral agent under the Pledge Agreements, upon thirty daysnot less than 20 Business Days’ notice to the LendersLenders and the Borrowers. If the Each Administrative Agent shall resign may be removed as Administrative Agent under this Agreement and the other Loan Documents (or as an Administrative Agent for cause upon not less than 20 Business Days’ notice to such Administrative Agent and the Secured Parties under Borrowers from the Security Documents), then the Required Lenders. The Required Lenders shall appoint from among the Lenders a successor agent Administrative Agent for the LendersLenders for any resigning or removed Administrative Agent, which successor agent, with subject to prior approval by the consent Borrowers if no Default under section 12.1(a) or Event of the Borrower Default has occurred and is continuing (such consent approval not to be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the resigning or removed Administrative Agent hereunder Agent, and or thereunder, as applicable. Effective upon such appointment and approval, the term “Administrative Agents” and “Domestic Administrative Agent” or “Canadian Administrative Agent”, as the case may be, shall mean include such successor agentagent effective upon its appointment, and the former resigning or removed Administrative Agent’s rights, powers and duties as an 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, any holders of the Loans or any Secured Party. After any retiring the resigning or removed Administrative Agent’s resignation or removal hereunder as an Administrative Agent, the provisions of this Article IX section 13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent under this Agreement and the other Loan Documents. The Administrative Agent may be removed at any time with or without cause by the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of the Administrative Agent), provided that on the effectiveness of such removal the Secured Obligations owing to such Administrative Agent as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removed, the procedures set forth in this Section 9.09 shall apply in appointing a successor Administrative AgentAgreement.

Successor Administrative Agent. (a) The Administrative Agent may resign as at any time by giving 30 days’ prior written notice thereof to the Lenders and the Borrower, whether or not a successor Administrative Agent upon thirty days’ notice to the Lendershas been appointed. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents (or as Administrative Agent for the Secured Parties under the Security Documents)Upon any such resignation, then the Required Lenders shall appoint from among have the Lenders a successor agent for right, subject to the Lendersapproval (not to be unreasonably withheld, which successor agent, with the consent delayed or conditioned) of the Borrower (unless an Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing) to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed, and shall have accepted such consent appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a bank with an office in New York, New York or an Affiliate of any such bank. In either case, such appointment shall be subject to the prior written approval of the Borrower (which approval may not to be unreasonably withheld or delayedand shall not be required while an Event of Default has occurred and is continuing). Upon the acceptance of any appointment as Administrative Agent by a successor Administrative Agent, such successor Administrative Agent shall succeed to to, and become vested with, all the rights, powers powers, privileges and duties of the retiring Administrative Agent. Upon the acceptance of appointment as Administrative Agent hereunder and or thereunder, as applicable. Effective upon such appointment and approvalby a successor Administrative Agent, the term “Administrative Agent” shall mean such successor agent, and the former Administrative Agent’s rights, powers and duties as retiring Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement, any holders of the Loans or any Secured Party. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Article IX shall inure to discharged from its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent duties and obligations under this Agreement and the other Loan Documents. The Prior to any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the retiring Administrative Agent shall take such action as may be removed at any time with or without cause by reasonably necessary to assign to the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of the Administrative Agent), provided that on the effectiveness of such removal the Secured Obligations owing to such successor Administrative Agent its rights as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removed, under the procedures set forth in this Section 9.09 shall apply in appointing a successor Administrative AgentLoan Documents.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon thirty 10 days’ notice to the LendersLenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents Documents, then the Borrower shall have the right, subject to the reasonable consent of the Required Lenders (or so long as Administrative Agent for the Secured Parties no Event of Default under the Security DocumentsSection 7.01(b), then (c), (h) or (i) shall have occurred and be continuing, in which case the Required Lenders shall have the right), to appoint from among the Lenders 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 for the Lenders, which successor agent, with the consent of the Borrower (such consent not to be unreasonably withheld or delayed), shall succeed to the rights, powers and duties of the Administrative Agent hereunder Agent, and or thereunder, as applicable. Effective upon such appointment and approval, the term “Administrative Agent” shall mean such successor agentagent 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, Agreement or any holders of the Loans Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Borrower (or any Secured Partythe Required Xxxxxxx) appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Article IX Section 8.09 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. The Administrative Agent may be removed at any time with or without cause by the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of the Administrative Agent), provided that on the effectiveness of such removal the Secured Obligations owing to such Administrative Agent as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removed, the procedures set forth in this Section 9.09 shall apply in appointing a successor Administrative Agent.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon thirty days’ at any time by giving written notice thereof to the Lenders. If the Administrative Agent shall resign as Administrative Agent under this Agreement Lenders and the other Loan Documents (or as Administrative Agent for the Secured Parties under the Security Documents)Company. Upon any such resignation, then the Required Lenders shall appoint from among have the Lenders a successor agent for right to appoint, on behalf of the Borrowers and the Lenders, which a successor agentAdministrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty days after the retiring Administrative Agent’s giving notice of resignation, with then the consent retiring Administrative Agent may appoint, on behalf of the Borrower (Borrowers and the Lenders, a successor Administrative Agent. Notwithstanding anything herein to the contrary, so long as no Default has occurred and is continuing, each such consent successor Administrative Agent shall be subject to approval by the Company, which approval shall not to be unreasonably withheld or delayed). Such successor Administrative Agent shall be a commercial bank having capital and retained earnings of at least $500,000,000. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the Administrative Agent hereunder and or thereunder, as applicable. Effective upon such appointment and approval, the term “retiring Administrative Agent” shall mean such successor agent, and the former Administrative Agent’s rights, powers and duties as retiring Administrative Agent shall be terminated, without any discharged from its duties and obligations hereunder and under the other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement, any holders of the Loans or any Secured PartyLoan Documents. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article IX XII shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent hereunder and under this Agreement and the other Loan Documents. The Administrative Agent may be removed at any time with or without cause by the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of the Administrative Agent), provided that on the effectiveness of such removal the Secured Obligations owing to such Administrative Agent as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removed, the procedures set forth in this Section 9.09 shall apply in appointing a successor Administrative Agent.102

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent under the Loan Documents upon thirty (30) days’ notice to the Lenders. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents (or as Administrative Agent for the Secured Parties under the Security Documents)resign, then the Required Lenders and the Issuing Lender (other than the Lender resigning as Administrative Agent) shall appoint from among the Lenders a successor agent for the Lenders(with, which successor agentso long as there shall not exist and be continuing an Event of Default, with the consent of the Borrower (Borrower, such consent not to be unreasonably withheld or delayed)) appoint from among the Lenders a successor agent or, if the Lenders and the Issuing Lender are unable to agree on the appointment of a successor agent, the Administrative Agent shall appoint a successor agent for the Lenders and the Issuing Lender whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent hereunder Agent, and or thereunder, as applicable. Effective upon such appointment and approval, the term “Administrative Agent” shall mean such successor agentagent effective upon its appointment, 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, Agreement or any holders of the Loans Loan Documents or any Secured Partysuccessors thereto. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article IX the Loan Documents shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. The Administrative Agent may be removed at any time with or without cause by the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of the Administrative Agent), provided that on the effectiveness of such removal the Secured Obligations owing to such Administrative Agent as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removed, the procedures set forth in this Section 9.09 shall apply in appointing a successor Administrative Agent.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to all the Banks, the Borrower, and the Company. Upon any such resignation, Fleet Bank shall have the right to become the successor Administrative Agent. If, however, within ten (10) days upon receiving notice of the Administrative Agent's resignation Fleet Bank does not accept the position as successor Administrative Agent by giving written notice thereof to all the Banks, the Borrower, and the Company, then the Majority Banks shall have the right to appoint a successor Administrative Agent other than Fleet Bank. If no successor Administrative Agent shall have been so appointed by the Majority Banks and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent's giving of notice of resignation, then the retiring Administrative Agent may, on behalf of all the Banks, appoint a successor Administrative Agent. Upon the acceptance of any appointment as Administrative Agent upon thirty days’ notice to the Lenders. If the hereunder by a successor Administrative Agent, such successor Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents (or as Administrative Agent for the Secured Parties under the Security Documents), then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent, with the consent of the Borrower (such consent not to be unreasonably withheld or delayed), shall thereupon succeed to and become vested with all the rights, powers powers, privileges, duties and duties obligations of the Administrative Agent hereunder and or thereunder, as applicable. Effective upon such appointment and approval, the term “retiring Administrative Agent” shall mean such successor agent, and the former Administrative Agent’s rights, powers and duties as retiring Administrative Agent shall be terminated, without any other or further act or deed on the part of such former discharged from its duties and obligations thereafter under this Agreement. Administrative Agent or any of the parties shall continue to this Agreement, any holders of the Loans or any Secured Partyperform its duties hereunder until a successor Administrative Agent shall have been appointed and accepts such appointment in writing. After any retiring Administrative Agent’s resignation as Administrative Agent's resignation, the provisions of this Article IX VIII, including, without limitation, the indemnity provisions of Section 8.7 hereof, 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. The Administrative Agent may be removed at any time with or without cause by the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of the Administrative Agent), provided that on the effectiveness of such removal the Secured Obligations owing to such Administrative Agent as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removed, the procedures set forth in this Section 9.09 shall apply in appointing a successor Administrative AgentAgreement.

Successor Administrative Agent. The Administrative Agent may resign at any time as Administrative Agent upon thirty days’ notice to the Lenders. If the Administrative Agent shall resign as Administrative Agent under this Agreement by giving 30 days' prior written notice thereof to the Banks and the other Loan Documents (or as Borrower. Upon any such resignation, the Majority Banks shall have the right to appoint a successor Administrative Agent for thereunder (which successor Administrative Agent shall be reasonably acceptable to the Secured Parties under Borrower). If no successor Administrative Agent shall have been so appointed by the Security Documents)Majority Banks, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of notice of resignation, then the Required Lenders shall retiring Administrative Agent may, on behalf of the Banks, appoint from among the Lenders a successor agent for the LendersAdministrative Agent, which successor agent, with shall (a) be either (i) a commercial bank organized under the consent laws of the Borrower United States of America or of a state thereof or (ii) an office of a commercial bank organized under the laws of a jurisdiction outside of the United States which is located within the United States and is regulated by the bank regulatory authorities of the United States or of a state thereof and (b) have a combined capital and surplus of at least $500,000,000. Unless and until a successor Administrative Agent shall have been appointed as above provided, the retiring Administrative Agent shall serve as a caretaker Administrative Agent unless dismissed by the Majority Banks. Upon the acceptance of any appointment as the Administrative Agent under this Agreement by a successor Administrative Agent, such consent not to be unreasonably withheld or delayed), successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the Administrative Agent hereunder and or thereunder, as applicable. Effective upon such appointment and approval, the term “retiring Administrative Agent” shall mean such successor agent, and the former Administrative Agent’s rights, powers and duties as retiring Administrative Agent shall be terminated, without any other or further act or deed on discharged from all duties and obligations of the part of such former Administrative Agent or any of the parties to arising thereafter under this Agreement, any holders of the Loans or any Secured Party. After any retiring Administrative Agent’s 's resignation or removal as the Administrative AgentAgent under this Agreement, the provisions of this Article IX 12 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. The Administrative Agent may be removed at any time with or without cause by the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of the Administrative Agent), provided that on the effectiveness of such removal the Secured Obligations owing to such Administrative Agent as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removed, the procedures set forth in this Section 9.09 shall apply in appointing a successor Administrative Agenthereunder.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon thirty days’ at any time by giving written notice thereof to the Lenders. If the Administrative Agent shall resign as Administrative Agent under this Agreement Lenders and the other Loan Documents (or as Administrative Agent for the Secured Parties under the Security Documents)Borrowers. Upon any such resignation, then the Required Lenders shall have the right to appoint from among a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within thirty (30) days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders and Issuing Banks, appoint a successor agent for the LendersAdministrative Agent, which shall be any Lender or a commercial bank or other financial institution and having a combined capital and reserves in excess of U.S. $500,000,000. The resignation of such retiring Administrative Agent shall be effective only upon (i) the acceptance of any appointment as an Administrative Agent hereunder by a successor agentAdministrative Agent, with and (ii) the consent execution of all documents and taking of all other actions reasonably necessary in the opinion of the Borrower successor Administrative Agent, in connection with such substitution. Upon such effectiveness pursuant to the foregoing clauses (such consent not to be unreasonably withheld or delayedi) and (ii), such successor Administrative Agent shall succeed to and become vested with all the rights, powers powers, discretion, privileges and duties of the Administrative Agent hereunder and or thereunder, as applicable. Effective upon such appointment and approval, the term “retiring Administrative Agent” shall mean such successor agent, and the former Administrative Agent’s rights, powers and duties as retiring Administrative Agent shall be terminated, without any other or further act or deed on discharged from its duties and obligations under the part of such former Administrative Agent or any of the parties to this Agreement, any holders of the Loans or any Secured PartyLoan Documents. After any retiring Administrative Agent’s resignation hereunder as an Administrative Agent, the provisions of this Article IX 8 and Section 9.4 shall inure to continue in effect for the benefit of such retiring Administrative Agent, its benefit as to agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was the retiring Administrative Agent under this Agreement and the other Loan Documents. The Administrative Agent may be removed at any time with or without cause by the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of the Administrative Agent), provided that on the effectiveness of such removal the Secured Obligations owing to such Administrative Agent was acting as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removed, the procedures set forth in this Section 9.09 shall apply in appointing a successor 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 thirty days’ at any time by giving written notice thereof to the Lenders. If Lenders and the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents (or as Administrative Agent for the Secured Parties under the Security Documents)Borrower. Upon any such resignation, then the Required Lenders shall have the right to appoint from among the Lenders a successor agent for the Lenders, which successor agent, Administrative Agent (with the consent of the Administrative Borrower if no Event of Default then exists). If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be any Lender or a Person organized under the laws of the US, a State or any political subdivision thereof which has combined capital and reserves in excess of $250,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such consent not to be unreasonably withheld or delayed), successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges, duties, and duties obligations of the Administrative Agent hereunder and or thereunder, as applicable. Effective upon such appointment and approval, the term “retiring Administrative Agent” shall mean such successor agent, and the former Administrative Agent’s rights, powers and duties as retiring Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement, any holders of the Loans or any Secured Partydischarged from its duties and obligations hereunder. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article IX 10 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. The Administrative Agent may be removed at any time with or without cause by the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of acting as the Administrative Agent), provided that on the effectiveness of such removal the Secured Obligations owing to such Administrative Agent as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removed, the procedures set forth in this Section 9.09 shall apply in appointing a successor Administrative Agent.

Successor Administrative Agent. The Administrative Agent may resign at any time, effective upon the appointment and acceptance of a successor Administrative Agent as provided below, by giving at least five days’ written notice thereof to each Purchaser Agent, the Swingline Purchaser and the Seller and may be removed at any time with cause by the Purchaser Agents and the Swingline Purchaser acting jointly. Upon any such resignation or removal, the Purchaser Agents acting jointly shall appoint a successor Administrative Agent. Each of the Purchaser Agents agrees that it shall not unreasonably withhold or delay its approval of the appointment of a successor Administrative Agent. If no such successor Administrative Agent shall have been so appointed, and shall have accepted such appointment, within thirty (30) days after the retiring Administrative Agent’s giving of notice of resignation or the removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Secured Parties, appoint a successor Administrative Agent which successor Administrative Agent shall be either (i) a commercial bank organized under the laws of the United States or of any state thereof and have a combined capital and surplus of at least $50,000,000 or (ii) an Affiliate of such a bank. Upon the acceptance of any appointment as Administrative Agent upon thirty days’ notice to the Lenders. If the hereunder by a successor Administrative Agent, such successor Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents (or as Administrative Agent for the Secured Parties under the Security Documents), then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent, with the consent of the Borrower (such consent not to be unreasonably withheld or delayed), shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the Administrative Agent hereunder and or thereunder, as applicable. Effective upon such appointment and approval, the term “retiring Administrative Agent” shall mean such successor agent, and the former Administrative Agent’s rights, powers and duties as retiring Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to discharged from its duties and obligations under this Agreement, any holders of the Loans or any Secured Party. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX XII shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. The Administrative Agent may be removed at any time with or without cause by the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of the Administrative Agent), provided that on the effectiveness of such removal the Secured Obligations owing to such Administrative Agent as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removed, the procedures set forth in this Section 9.09 shall apply in appointing a successor Administrative AgentAgreement.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon thirty 30 days’ notice to the LendersHolders, which resignation shall become effective once the successor Administrative Agent succeeds to the rights, duties and obligations of the Administrative Agent hereunder. If the Administrative Agent shall resign as Administrative Agent resigns or removed under this Agreement and the other Loan Documents (or as Administrative Agent for the Secured Parties under the Security Documents)Agreement, then the Required Lenders Holders shall appoint from among the Lenders Holders a successor administrative agent for the Lenders, which successor agentHolders, with the consent approval of the Borrower Company at all times other than during the existence of a Default or an Event of Default (such consent which approval of the Company shall not to be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Holders and the Company, a successor administrative agent from among the Holders. Upon the acceptance of its appointment as successor administrative agent hereunder, the Person acting as such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent hereunder and or thereunder, as applicable. Effective upon such appointment and approval, the term “Administrative Agent” shall mean means such successor agent, administrative agent and the former retiring Administrative Agent’s rightsappointment, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement, any holders of the Loans or any Secured Party. After any retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Article IX XI and Sections 12.04 and 12.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under this Agreement and the other Loan Documents. The Administrative Agent may be removed at any time with or without cause by the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of the Administrative Agent), provided that on the effectiveness of such removal the Secured Obligations owing to such Administrative Agent as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removed, the procedures set forth in this Section 9.09 shall apply in appointing a successor Administrative AgentAgreement.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon thirty days’ at any time by giving written notice thereof to the Lenders and LiventArcadium and may be removed at any time with or without cause by the Required Lenders. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents (Upon any such resignation or as Administrative Agent for the Secured Parties under the Security Documents)removal, then the Required Lenders shall have the right to appoint from among the Lenders a successor agent for the Lenders, which successor agent, Administrative Agent with the consent of the Borrower (such each Borrower, which consent shall not to be unreasonably withheld withheld. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within thirty (30) days after the retiring Administrative Agent’s giving of notice of resignation or delayed)the Required Xxxxxxx’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders appoint a successor Administrative Agent, which shall be an Eligible Assignee and a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $50 million. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the Administrative Agent hereunder and or thereunder, as applicable. Effective upon such appointment and approval, the term “retiring Administrative Agent” shall mean such successor agent, and the former Administrative Agent’s rights, powers and duties as retiring Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to discharged 113 from its duties and obligations under this Agreement, any holders of the Loans or any Secured Party. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX VIII (The Administrative Agent) 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. The Administrative Agent may be removed at any time with or without cause by the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of the Administrative Agent), provided that on the effectiveness of such removal the Secured Obligations owing to such Administrative Agent as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removed, the procedures set forth in this Section 9.09 shall apply in appointing a successor Administrative AgentAgreement.

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 thirty days’ at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time for cause by the Required Lenders. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents (Upon any such resignation or as Administrative Agent for the Secured Parties under the Security Documents)removal, then the Required Lenders shall have the right to appoint from among the Lenders a successor agent for Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which successor agent, with shall be any Lender or a commercial bank organized under the consent laws of the Borrower (United States of America or any political subdivision thereof which has combined capital and reserves in excess of $250,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such consent not to be unreasonably withheld or delayed), successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges, duties, and duties obligations of the Administrative Agent hereunder and or thereunder, as applicable. Effective upon such appointment and approval, the term “retiring Administrative Agent” shall mean such successor agent, and the former Administrative Agent’s rights, powers and duties as retiring Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement, any holders of the Loans or any Secured Partydischarged from its duties and obligations hereunder. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative Agent, the provisions of this Article IX Section 9.13 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. The Administrative Agent may be removed at any time with or without cause by the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of acting as the Administrative Agent), provided that on the effectiveness of such removal the Secured Obligations owing to such Administrative Agent as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removed, the procedures set forth in this Section 9.09 shall apply in appointing a successor Administrative Agent.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon thirty days’ notice to at any time by notifying the Lenders. If the Administrative Agent shall resign as Administrative Agent under this Agreement Lenders and the other Loan Documents (or as Administrative Agent for the Secured Parties under the Security Documents)Borrower. Upon any such resignation, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent, with the consent of the Borrower (such consent which shall not to be unreasonably withheld or delayed)) shall have the right to appoint a successor. 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’s resignation shall succeed to nonetheless become effective and (1) the rights, powers retiring Administrative Agent shall be discharged from its duties and obligations hereunder and (2) the Required Lenders shall perform the duties of the Administrative Agent (and all payments and communications provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly) until such time as the Required Lenders appoint a successor agent as provided for above in this paragraph. Upon the acceptance of its appointment as Administrative Agent hereunder and or thereunderby a successor, as applicable. Effective upon such appointment and approval, the term “Administrative Agent” shall mean such successor agentshall succeed to and become vested with all the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent and the former Administrative Agent’s rights, powers and duties as retiring Administrative Agent shall be terminated, without any other or further act or deed on discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above in this paragraph). The fees payable by the part of such former Borrower to a successor Administrative Agent or any of shall be the parties same as those payable to this Agreement, any holders of its predecessor unless otherwise agreed between the Loans or any Secured PartyBorrower and such successor. After any retiring the Administrative Agent’s resignation as Administrative Agenthereunder, the provisions of this Article IX and Section 9.03 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. The Administrative Agent may be removed at any time with or without cause by the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of the Administrative Agent), provided that on the effectiveness of such removal the Secured Obligations owing to such Administrative Agent acting as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removed, the procedures set forth in this Section 9.09 shall apply in appointing a successor Administrative Agent.

Successor Administrative Agent. The Administrative Agent may resign at any time, effective upon the appointment and acceptance of a successor Administrative Agent as provided below, by giving at least five days’ written notice thereof to each Lender Agent and the Borrower and may be removed at any time with cause by the Lender Agents acting jointly. Upon any such resignation or removal, the Lender Agents acting jointly shall appoint a successor Administrative Agent. Each Lender Agent agrees that it shall not unreasonably withhold or delay its approval of the appointment of a successor Administrative Agent. If no such successor Administrative Agent shall have been so appointed, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation or the removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Secured Parties, appoint a successor Administrative Agent which successor Administrative Agent shall be either (i) a commercial bank organized under the laws of the United States or of any state thereof and have a combined capital and surplus of at least $50,000,000 or (ii) an Affiliate of such a bank. Upon the acceptance of any appointment as Administrative Agent upon thirty days’ notice to the Lenders. If the hereunder by a successor Administrative Agent, such successor Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents (or as Administrative Agent for the Secured Parties under the Security Documents), then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent, with the consent of the Borrower (such consent not to be unreasonably withheld or delayed), shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the Administrative Agent hereunder and or thereunder, as applicable. Effective upon such appointment and approval, the term “retiring Administrative Agent” shall mean such successor agent, and the former Administrative Agent’s rights, powers and duties as retiring Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to discharged from its duties and obligations under this Agreement, any holders of the Loans or any Secured Party. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX XII shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. The Administrative Agent may be removed at any time with or without cause by the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of the Administrative Agent), provided that on the effectiveness of such removal the Secured Obligations owing to such Administrative Agent as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removed, the procedures set forth in this Section 9.09 shall apply in appointing a successor Administrative AgentAgreement.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon thirty at least 30 days’ ' prior notice to the LendersLenders and the Borrowers, such resignation to be effective upon the acceptance of a successor administrative agent to its appointment as Administrative Agent. If In the Administrative Agent event the Bank sells all of its Revolving Credit Commitment and Revolving Loans as part of a sale, transfer or other disposition by the Bank of substantially all of its loan portfolio, the Bank shall resign as Administrative Agent and such purchaser or transferee shall become the successor Administrative Agent hereunder. Subject to the foregoing, if the Administrative Agent resigns under this Agreement and Agreement, the other Loan Documents (or as Administrative Agent for the Secured Parties under the Security Documents), then the Required Majority Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders. If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, which successor agentthe Administrative Agent may appoint, after consulting with the consent Lenders and the Borrowers, a successor administrative agent from among the Lenders. Upon the acceptance of the Borrower (its appointment as successor administrative agent hereunder, such consent not to be unreasonably withheld or delayed), successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent hereunder and or thereunder, as applicable. Effective upon such appointment and approval, the term “"Administrative Agent” " shall mean such successor agent, administrative agent and the former retiring Administrative Agent’s rights's appointment, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement, any holders of the Loans or any Secured Party. After any retiring Administrative Agent’s 's resignation hereunder as Administrative Agent, the provisions of this Article IX 12 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. The Administrative Agent may be removed at any time with or without cause by the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of the Administrative Agent), provided that on the effectiveness of such removal the Secured Obligations owing to such Administrative Agent as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removed, the procedures set forth in this Section 9.09 shall apply in appointing a successor Administrative AgentAgreement.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon thirty days’ at any time by giving written notice thereof to the LendersNon-Contributed Xxxxxxx and the Borrower. Upon any such resignation, the Required Non-Contributed Lenders shall have the right to appoint a successor Administrative Agent. If the no successor Administrative Agent shall resign as have been so appointed by such holders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent under this Agreement and the other Loan Documents (or as Administrative Agent for the Secured Parties under the Security Documents)Agent’s giving of notice of resignation, then the Required Lenders shall retiring Administrative Agent may, on behalf of the Non-Contributed Lenders, appoint a successor Administrative Agent, selected from among the Lenders a successor agent for Non-Contributed Lenders. In either case, such appointment shall be subject to the Lenders, which successor agent, with the consent prior written approval of the Borrower (such consent which approval may not to be unreasonably withheld or delayedand shall not be required upon the occurrence and during the continuance of any Event of Default). Upon the acceptance of any appointment as Administrative Agent by a successor Administrative Agent, such successor Administrative Agent shall succeed to to, and become vested with, all the rights, powers powers, privileges and duties of the retiring Administrative Agent hereunder Agent, and or thereunder, as applicable. Effective upon such appointment and approval, acceptance the term “Administrative Agent” shall mean such successor agent, and the former Administrative Agent’s rights, powers and duties as retiring Administrative Agent shall be terminated, without any other or further act or deed on discharged from its duties and obligations under the part of such former Loan Agreement and this Administrative Agent or any of the parties Letter. Prior to this Agreement, any holders of the Loans or any Secured Party. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights and obligations as Administrative Agent under the Loan Agreement and this Administrative Letter. After such resignation, the retiring Administrative Agent shall continue to have the benefit of this Article IX shall inure to its benefit Administrative Letter as to any actions taken or omitted to be taken by it while it was Administrative Agent under this the Loan Agreement and the other Loan Documents. The this Administrative Agent may be removed at any time with or without cause by the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of the Administrative Agent), provided that on the effectiveness of such removal the Secured Obligations owing to such Administrative Agent as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removed, the procedures set forth in this Section 9.09 shall apply in appointing a successor Administrative AgentLetter.

Successor Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent as provided below, the Administrative Agent may resign as at any time by giving written notice thereof to the Lenders and the Administrative Borrower. Upon any such resignation, the Majority Lenders shall have the right to appoint a successor Administrative Agent upon thirty days’ notice to the Lenders. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents (or as Administrative Agent for the Secured Parties under the Security Documents), then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent, with the consent of the Administrative Borrower if no Event of Default then exists). If no successor Administrative Agent shall have been so appointed by the Majority Lenders, and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be any Lender or a Person organized under the laws of the US, a State or any political subdivision thereof which has combined capital and reserves in excess of $250,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such consent not to be unreasonably withheld or delayed), successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges, duties, and duties obligations of the Administrative Agent hereunder and or thereunder, as applicable. Effective upon such appointment and approval, the term “retiring Administrative Agent” shall mean such successor agent, and the former Administrative Agent’s rights, powers and duties as retiring Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement, any holders of the Loans or any Secured Partydischarged from its duties and obligations hereunder. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article IX 10 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. The Administrative Agent may be removed at any time with or without cause by the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of acting as the Administrative Agent), provided that on the effectiveness of such removal the Secured Obligations owing to such Administrative Agent as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removed, the procedures set forth in this Section 9.09 shall apply in appointing a successor Administrative Agent.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent Agent, upon thirty five (5) days’ notice to the Loan Parties, the other Agents and the Lenders, may voluntarily resign and may be removed at any time, with or without cause, by the Required Committed Lenders; provided, however, that Rabobank shall not voluntarily resign as the Administrative Agent so long as any of the Liquidity Commitments remain in effect or Nieuw Amsterdam has any outstanding Loans. If the Administrative Agent (other than Rabobank) shall voluntarily resign or be removed as Administrative Agent under this Agreement and the other Loan Documents (or as Administrative Agent for the Secured Parties under the Security Documents)Agreement, then the Required Committed Lenders during such five-day period shall appoint from among the Lenders a successor agent for the Lenders, which successor agentappoint, with the consent of Borrower from among the Borrower (remaining Committed Lenders, a successor Administrative Agent, whereupon such consent not to be unreasonably withheld or delayed), successor Administrative Agent shall succeed to the rights, powers and duties of the Administrative Agent hereunder and or thereunder, as applicable. Effective upon such appointment and approval, the term “Administrative Agent” shall mean such successor agent, effective upon its appointment, 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. Upon resignation or replacement of any Agent in accordance with this Section 11.10, the retiring Administrative Agent shall execute such UCC-3 assignments and amendments, and assignments and amendments of any holders of Liquidity Agreement to which it is a party and the Loans or any Secured PartyTransaction Documents, as may be necessary to give effect to its replacement by a successor Administrative Agent. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article IX XI and Article X shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. The Administrative Agent may be removed at any time with or without cause by the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of the Administrative Agent), provided that on the effectiveness of such removal the Secured Obligations owing to such Administrative Agent as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removed, the procedures set forth in this Section 9.09 shall apply in appointing a successor Administrative AgentAgreement.

Successor Administrative Agent. The Administrative Agent may resign as at any time by giving written notice thereof to the Banks, the Guarantor and the Company and may be removed at any time with or without cause by the Majority Banks. Upon any such resignation or removal, the Majority Banks shall have the right to appoint a successor Administrative Agent upon thirty days’ notice to the Lenders. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents (or as Administrative Agent for the Secured Parties under the Security Documents), then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent, with the consent of the Borrower Guarantor and the Company (which consent shall not be required if at the time of such consent not to appointment any Event of Default or an event which with the passage of time or the giving of notice or both would become an Event of Default has occurred and is continuing). If no successor Administrative Agent shall have been so appointed by the Majority Banks, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of notice of resignation or the Majority Banks' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Banks, appoint a successor Administrative Agent, which shall be unreasonably withheld a commercial bank organized or delayed)licensed under the laws of the United States of America or of any state thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the Administrative Agent hereunder and or thereunder, as applicable. Effective upon such appointment and approval, the term “retiring Administrative Agent” shall mean such successor agent, and the former Administrative Agent’s rights, powers and duties as retiring Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to discharged from its duties and obligations under this Agreement, any holders of the Loans or any Secured Party. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative Agent, the provisions of this Article IX VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. The Administrative Agent may be removed at any time with or without cause by the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of the Administrative Agent), provided that on the effectiveness of such removal the Secured Obligations owing to such Administrative Agent as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removed, the procedures set forth in this Section 9.09 shall apply in appointing a successor Administrative AgentAgreement.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent such at any time upon thirty days’ prior written notice to the LendersCompany and the Banks, to be effective upon a successor’s acceptance of appointment as Administrative Agent. If The Majority Banks at any time may remove the Administrative Agent shall resign by written notice to that effect to be effective on such date as Administrative Agent under this Agreement and the other Loan Documents Majority Banks designate. In either event: (or as Administrative Agent for a) the Secured Parties under the Security Documents), then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agentMajority Banks, with the written consent of the Borrower Company (such consent not to be unreasonably withheld or delayedwithheld), shall succeed to the rights, powers and duties of the Administrative Agent hereunder and or thereunder, as applicable. Effective upon such appointment and approval, the term “appoint a successor Administrative Agent” shall mean such successor agent, and who must be from among the former Administrative Agent’s rightsBanks, powers and duties as provided that any resigning Administrative Agent shall be terminated, without any other or further act or deed on the part of such former entitled to appoint a successor Administrative Agent or any from among the Banks, subject to acceptance of the parties to this Agreement, any holders of the Loans or any Secured Party. After any retiring appointment by that successor Administrative Agent’s resignation , if the Majority Banks have not appointed a successor Administrative Agent within thirty (30) days after the date the resigning Administrative Agent gave notice of resignation; (b) upon a successor acceptance of appointment as Administrative Agent, the provisions successor will thereupon succeed to and become vested with all the rights, powers, privileges and duties of this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the resigning Administrative Agent under this Agreement or the removed Administrative Agent; and (c) upon the other Loan Documents. The effectiveness of any resignation or removal, the resigning Administrative Agent may be removed at any time with or without cause by the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount removed Administrative Agent thereupon will be discharged from its duties and obligations thereafter arising under the Loan Documents other than obligations arising as a result of any action or inaction of the resigning Administrative Agent), provided that on Agent or the removed Administrative Agent prior to the effectiveness of such removal resignation or removal. Notwithstanding the Secured Obligations owing to such Administrative Agent as a Lender are repaid foregoing, no consent of the Company shall be required under this Section 10.8 in full and as an Issuing Bank are cash collateralized or otherwise secured. If connection with any change in the Administrative Agent at any time when an Event of Default has occurred and is removed, the procedures set forth in continuing under this Section 9.09 shall apply in appointing a successor Administrative AgentAgreement.

Successor Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent (which shall be any Bank or a commercial bank organized under the laws of the United States of America or any political subdivision thereof which has a combined capital and reserves in excess of $250,000,000) as provided below, the Administrative Agent may resign at any time by giving written notice thereof to the Banks and the Borrower and may be removed at any time for cause by the Majority Banks. Upon any such resignation or removal, the Majority Banks shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Majority Banks, and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent's giving of notice of resignation or the Majority Banks' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Banks, appoint a successor Administrative Agent which shall be any Bank or a commercial bank organized under the laws of the United States of America or any political subdivision thereof which has combined capital and reserves in excess of $250,000,000. Upon the acceptance of any appointment as Administrative Agent upon thirty days’ notice to the Lenders. If the hereunder by a successor Administrative Agent, such successor Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents (or as Administrative Agent for the Secured Parties under the Security Documents), then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent, with the consent of the Borrower (such consent not to be unreasonably withheld or delayed), shall thereupon succeed to and become vested with all the rights, powers powers, privileges, duties, and duties obligations of the Administrative Agent hereunder and or thereunder, as applicable. Effective upon such appointment and approval, the term “retiring Administrative Agent” shall mean such successor agent, and the former Administrative Agent’s rights, powers and duties as retiring Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement, any holders of the Loans or any Secured Partydischarged from its duties and obligations hereunder. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative Agent, the provisions of this Article IX Section 9.13 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. The Administrative Agent may be removed at any time with or without cause by the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of acting as the Administrative Agent), provided that on the effectiveness of such removal the Secured Obligations owing to such Administrative Agent as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removed, the procedures set forth in this Section 9.09 shall apply in appointing a successor Administrative Agent.

Successor Administrative Agent. The Administrative Agent may resign as at any time by giving written notice thereof to the Banks and the Borrower and may be removed at any time with or without cause by the Majority Banks. Upon any such resignation or removal, the Majority Banks shall have the right to appoint a successor Administrative Agent upon thirty days’ notice to the Lenders. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents (or as Administrative Agent for the Secured Parties under the Security Documents), then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent, with the consent of the Borrower (which consent shall not be required if at the time of such consent not to appointment any Event of Default or an event which with the passage of time or the giving of notice or both would become an Event of Default has occurred and is continuing). If no successor Administrative Agent shall have been so appointed by the Majority Banks, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of notice of resignation or the Majority Banks' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Banks, appoint a successor Administrative Agent, which shall be unreasonably withheld a commercial bank organized or delayed)licensed under the laws of the United States of America or of any state thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges, and duties of the Administrative Agent hereunder and or thereunder, as applicable. Effective upon such appointment and approval, the term “retiring Administrative Agent” shall mean such successor agent, and the former Administrative Agent’s rights, powers and duties as retiring Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to discharged from its duties and obligations under this Agreement, any holders of the Loans or any Secured Party. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative Agent, the provisions of this Article IX VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. The Administrative Agent may be removed at any time with or without cause by the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of the Administrative Agent), provided that on the effectiveness of such removal the Secured Obligations owing to such Administrative Agent as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removed, the procedures set forth in this Section 9.09 shall apply in appointing a successor Administrative AgentAgreement.

Successor Administrative Agent. The Administrative Agent may resign at any time as Administrative Agent upon thirty days’ notice to the Lenders. If the Administrative Agent shall resign as Administrative Agent under this Agreement by giving 30 days' prior written notice thereof to the Banks and the other Loan Documents (or as Borrower. Upon any such resignation, the Majority Banks shall have the right to appoint a successor Administrative Agent for thereunder (which successor Administrative Agent shall be reasonably acceptable to the Secured Parties under Borrower). If no successor Administrative Agent shall have been so appointed by the Security Documents)Majority Banks, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of notice of resignation, then the Required Lenders shall retiring Administrative Agent may, on behalf of the Banks, appoint from among the Lenders a successor agent for the LendersAdministrative Agent, which successor agent, with shall (a) be either (i) a commercial bank organized under the consent laws of the Borrower United States of America or of a state thereof or (ii) an office of a commercial bank organized under the laws of a jurisdiction outside of the United States which is located within the United States and is regulated by the bank regulatory authorities of the United States or of a state thereof and (b) have a combined capital and surplus of at least $500,000,000. Unless and until a successor Administrative Agent shall have been appointed as above provided, the retiring Administrative Agent shall serve as a caretaker Administrative Agent unless dismissed by the Majority Banks. Upon the acceptance of any appointment as the Administrative Agent under this Agreement by a successor Administrative Agent, such consent not to be unreasonably withheld or delayed), successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the Administrative Agent hereunder and or thereunder, as applicable. Effective upon such appointment and approval, the term “retiring Administrative Agent” shall mean such successor agent, and the former Administrative Agent’s rights, powers and duties as retiring Administrative Agent shall be terminated, without any other or further act or deed on discharged from all duties and obligations of the part of such former Administrative Agent or any of the parties to arising thereafter under this Agreement, any holders of the Loans or any Secured Party. After any retiring Administrative Agent’s 's resignation or removal as the Administrative AgentAgent under this Agreement, the provisions of this Article IX 13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. The Administrative Agent may be removed at any time with or without cause by the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of the Administrative Agent), provided that on the effectiveness of such removal the Secured Obligations owing to such Administrative Agent as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removed, the procedures set forth in this Section 9.09 shall apply in appointing a successor Administrative Agenthereunder.

Successor Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent (which shall be any Bank or a commercial bank organized under the laws of the United States of America or any political subdivision thereof which has a combined capital and reserves in excess of $250,000,000) as provided below, the Administrative Agent may resign at any time by giving written notice thereof to the Banks and the Borrower and may be removed at any time for cause by the Majority Banks. Upon any such resignation or removal, the Majority Banks shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Majority Banks, and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent's giving of notice of resignation or the Majority Bankx' xxmoval of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Banks, appoint a successor Administrative Agent which shall be any Bank or a commercial bank organized under the laws of the United States of America or any political subdivision thereof which has combined capital and reserves in excess of $250,000,000. Upon the acceptance of any appointment as Administrative Agent upon thirty days’ notice to the Lenders. If the hereunder by a successor Administrative Agent, such successor Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents (or as Administrative Agent for the Secured Parties under the Security Documents), then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent, with the consent of the Borrower (such consent not to be unreasonably withheld or delayed), shall thereupon succeed to and become vested with all the rights, powers powers, privileges, duties, and duties obligations of the Administrative Agent hereunder and or thereunder, as applicable. Effective upon such appointment and approval, the term “retiring Administrative Agent” shall mean such successor agent, and the former Administrative Agent’s rights, powers and duties as retiring Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement, any holders of the Loans or any Secured Partydischarged from its duties and obligations hereunder. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative Agent, the provisions of this Article IX Section 9.13 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. The Administrative Agent may be removed at any time with or without cause by the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of acting as the Administrative Agent), provided that on the effectiveness of such removal the Secured Obligations owing to such Administrative Agent as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removed, the procedures set forth in this Section 9.09 shall apply in appointing a successor 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 at any time by giving written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Majority Lenders shall have the right to appoint a successor Administrative Agent upon thirty days’ notice to the Lenders. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents (or as Administrative Agent for the Secured Parties under the Security Documents), then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent, with the consent of the Borrower if no Event of Default then exists); provided, however, upon any voluntary resignation by SunTrust Bank as Administrative Agent hereunder, Bank of America, N.A. shall be deemed appointed by the Majority Lenders as the successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Majority Lenders, and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be any Lender or a Person organized under the laws of the US, a State or any political subdivision thereof which has combined capital and reserves in excess of $250,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such consent not to be unreasonably withheld or delayed), successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges, duties, and duties obligations of the Administrative Agent hereunder and or thereunder, as applicable. Effective upon such appointment and approval, the term “retiring Administrative Agent” shall mean such successor agent, and the former Administrative Agent’s rights, powers and duties as retiring Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement, any holders of the Loans or any Secured Partydischarged from its duties and obligations hereunder. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article IX 10 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. The Administrative Agent may be removed at any time with or without cause by the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of acting as the Administrative Agent), provided that on the effectiveness of such removal the Secured Obligations owing to such Administrative Agent as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removed, the procedures set forth in this Section 9.09 shall apply in appointing a successor 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 at any time by giving written notice thereof to the Lenders and the 110 Administrative Borrower. Upon any such resignation, the Majority Lenders shall have the right to appoint a successor Administrative Agent upon thirty days’ notice to the Lenders. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents (or as Administrative Agent for the Secured Parties under the Security Documents), then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent, with the consent of the Administrative Borrower if no Event of Default then exists). If no successor Administrative Agent shall have been so appointed by the Majority Lenders, and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be any Lender or a Person organized under the laws of the US, a State or any political subdivision thereof which has combined capital and reserves in excess of $250,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such consent not to be unreasonably withheld or delayed), successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges, duties, and duties obligations of the Administrative Agent hereunder and or thereunder, as applicable. Effective upon such appointment and approval, the term “retiring Administrative Agent” shall mean such successor agent, and the former Administrative Agent’s rights, powers and duties as retiring Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement, any holders of the Loans or any Secured Partydischarged from its duties and obligations hereunder. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article IX 10 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. The Administrative Agent may be removed at any time with or without cause by the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of acting as the Administrative Agent), provided that on the effectiveness of such removal the Secured Obligations owing to such Administrative Agent as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removed, the procedures set forth in this Section 9.09 shall apply in appointing a successor 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 thirty days’ at any time by giving notice thereof to the LendersLenders and the Borrower. Upon any such resignation, the Required Lenders will have the right to appoint another Lender as a successor Administrative Agent. If the no successor Administrative Agent shall resign as have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent's giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the U.S. or any state thereof or of a foreign country if acting through its U.S. branch and having combined capital and surplus of at least $100,000,000. Upon the acceptance of its appointment as successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all rights, powers, privileges, immunities and duties of the resigning Administrative Agent, and the resigning Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents (or as Administrative Agent for the Secured Parties under the Security Documents), then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent, with the consent of the Borrower (such consent not to be unreasonably withheld or delayed), shall succeed to the rights, powers and duties of the Administrative Agent hereunder and or thereunder, as applicable. Effective upon such appointment and approval, the term “Administrative Agent” shall mean such successor agent, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement, any holders of the Loans or any Secured Party. After any retiring Administrative Agent’s 's resignation as Administrative Agent, the provisions of this Article IX 12 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was the Administrative Agent. Each Administrative Agent (including each successor Administrative Agent) agrees that, so long as it is acting as Administrative Agent under this Agreement and the other Loan Documents. The Administrative Agent may Agreement, it shall be removed at any time with or without cause by the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of the Administrative Agent), provided that on the effectiveness of such removal the Secured Obligations owing to such Administrative Agent as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removed, the procedures set forth in under this Section 9.09 shall apply in appointing a successor Administrative AgentAgreement.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon thirty days’ at any time by giving notice thereof to the Lenders. If the Administrative Agent shall resign as Administrative Agent under this Agreement Lenders and the other Loan Documents (or as Administrative Agent for the Secured Parties under the Security Documents)Company. Upon any such resignation, then the Required Lenders shall have the right to appoint from among the Lenders a successor agent for Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent gives notice of resignation, then the retiring Administrative Agent shall, on behalf of the Lenders, appoint a successor Administrative Agent, which successor agent, with shall be a commercial bank organized or licensed under the consent laws of the Borrower (United States or of any State thereof and having a combined capital and surplus of at least $50,000,000. If no successor Administrative Agent has been appointed pursuant to the immediately preceding sentence by the 30th day after the date such consent not notice of resignation was given by the Administrative Agent, the Administrative Agent's resignation shall become effective and the Company shall have the right to appoint a successor Administrative Agent, which shall be unreasonably withheld a commercial bank organized or delayed)licensed under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $50,000,000. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers rights and duties of the Administrative Agent hereunder and or thereunder, as applicable. Effective upon such appointment and approval, the term “retiring Administrative Agent” shall mean such successor agent, and the former Administrative Agent’s rights, powers and duties as retiring Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement, any holders of the Loans or any Secured Partydischarged from its duties and obligations hereunder. After any retiring Administrative Agent’s 's resignation hereunder as Administrative Agent, the provisions of this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. The Administrative Agent may be removed at any time with or without cause by the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of the Administrative Agent), provided that on the effectiveness of such removal the Secured Obligations owing to such Administrative Agent as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removed, the procedures set forth in this Section 9.09 shall apply in appointing a successor Administrative Agent.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon thirty 30 days’ notice to the Lenders, the Collateral Agent and the Borrowers. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents (or as Administrative Agent for the Secured Parties under the Security Documents)Agent, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent, with agent shall be subject to written approval by the consent of the Initial Borrower (such consent which 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 hereunder Agent, and or thereunder, as applicable. Effective upon such appointment and approval, the term “Administrative Agent” shall mean such successor agentagent 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, Agreement or any holders of the Loans Loans. If no successor agent has 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 all payments, communications and determinations provided to be made by, to or any Secured Partythrough the Administrative Agent, shall instead be made by or to each Lender directly until such time, if any, as the Required Lenders, subject to written approval by the Initial Borrower (which approval shall not be unreasonably withheld or delayed), appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Article IX Section 8 and of Section 9.5 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. The Administrative Agent may be removed at any time with or without cause by the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of the Administrative Agent), provided that on the effectiveness of such removal the Secured Obligations owing to such Administrative Agent as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removed, the procedures set forth in this Section 9.09 shall apply in appointing a successor Administrative Agentbenefit.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time give written notice of its resignation to the Purchasers and Seller at least thirty (30) days prior to such date of resignation. Except as provided below, such resignation shall not become effective until the Purchasers shall have appointed, with, prior to the occurrence of an Amortization Event, the consent of MSC, to 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. If no such successor shall have been so appointed by the Purchasers and shall have accepted such appointment within ninety (90) days after the retiring Administrative Agent upon thirty days’ gives notice to the Lenders. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents of its resignation (or such earlier day as Administrative Agent for shall be agreed by the Secured Parties under Required Purchasers) (the Security Documents“Resignation Closing Date”), then the Required Lenders retiring Administrative Agent may (but shall not be obligated to) on behalf of the Purchasers, appoint from among the Lenders a successor agent for the Lenders, which successor agent, with the consent of the Borrower (such consent not to be unreasonably withheld or delayed), shall succeed to the rights, powers and duties of the Administrative Agent hereunder and meeting the qualifications set forth above. Whether or thereundernot a successor has been appointed, as applicablesuch resignation shall become effective in accordance with such notice on the Resignation Closing Date. Effective upon such appointment and approvalUpon resignation or replacement of any Administrative Agent in accordance with this Section 11.09, the term “Administrative Agent” shall mean such successor agent, and the former Administrative Agent’s rights, powers and duties as retiring Administrative Agent shall be terminated, without any other execute or further act or deed on authorize the part filing of such former Administrative Agent or any UCC-3 assignments and amendments, and assignments and amendments of the parties Transaction Documents, as may be necessary to this Agreement, any holders of the Loans or any Secured Partygive effect to its replacement by a successor Administrative Agent. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of Article XII and this Article IX XI 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. The Administrative Agent may be removed at any time with or without cause by the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of the Administrative Agent), provided that on the effectiveness of such removal the Secured Obligations owing to such Administrative Agent as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removed, the procedures set forth in this Section 9.09 shall apply in appointing a successor Administrative AgentAgreement.

Successor Administrative Agent. The Administrative Agent may resign as at any time, effective upon the appointment and acceptance of a successor Administrative Agent upon thirty as provided below, by giving at least five (5) days’ written notice thereof to each Lender and the LendersBorrower and may be removed at any time with cause by the Lenders acting jointly. If Upon any such resignation or removal, the Lenders acting jointly shall appoint a successor Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents (or as Administrative Agent for the Secured Parties under the Security Documents), then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent, with the consent of the Borrower (Borrower, such consent not to be unreasonably withheld withheld. Each of the Borrower and each Lender agree that it shall not unreasonably withhold or delayed)delay its approval of the appointment of a successor Administrative Agent. If no such successor Administrative Agent shall have been so appointed, and shall have accepted such appointment, within thirty (30) days after the retiring Administrative Agent’s giving of notice of resignation or the removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Secured Parties, appoint a successor Administrative Agent which successor Administrative Agent shall be either (i) a commercial bank organized under the laws of the United States or of any state thereof and have a combined capital and surplus of at least $50,000,000 or (ii) an Affiliate of such a bank. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the Administrative Agent hereunder and or thereunder, as applicable. Effective upon such appointment and approval, the term “retiring Administrative Agent” shall mean such successor agent, and the former Administrative Agent’s rights, powers and duties as retiring Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to discharged from its duties and obligations under this Agreement, any holders of the Loans or any Secured Party. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX ARTICLE XI shall continue 109 to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. The Administrative Agent may be removed at any time with or without cause by the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of the Administrative Agent), provided that on the effectiveness of such removal the Secured Obligations owing to such Administrative Agent as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removed, the procedures set forth in this Section 9.09 shall apply in appointing a successor Administrative AgentAgreement.

Successor Administrative Agent. The Administrative Agent may resign as the Administrative Agent upon thirty at least 20 days’ ' prior written notice to the LendersLenders and the Company. If The Required Lenders may also remove the Administrative Agent shall resign as upon at least 20 days' prior written notice to the Administrative Agent under this Agreement and the other Loan Documents (or as Administrative Agent for the Secured Parties under the Security Documents), then the Company. The Required Lenders shall appoint from among the Lenders a successor agent Administrative Agent for the Lenders, which successor agent, with Lenders subject to prior approval by the consent of the Borrower Company (such consent approval not to be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent hereunder and or thereunder, as applicable. Effective upon such appointment and approval, the term “Administrative Agent” shall mean such successor agent, and the former term "Administrative Agent’s " shall include such successor agent effective upon its appointment, and the resigning or removed Administrative Agent's rights, powers and duties as the Administrative Agent shall be 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, any holders of the Loans or any Secured Party. After any the retiring Administrative Agent’s 's resignation or removal hereunder as the Administrative Agent, the provisions of this Article IX section 11 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan DocumentsAgreement. The Any successor Administrative Agent may be removed appointed as herein contemplated shall at any the time with or without cause by the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of the Administrative Agent), provided that on the effectiveness of such removal the Secured Obligations owing to such Administrative Agent as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If it becomes the Administrative Agent is removed, hereunder hold Commitments and Loans representing at least 12.50% of the procedures set forth in this Section 9.09 shall apply in appointing a successor Administrative Agentoutstanding Commitments and Loans hereunder.

Successor Administrative Agent. The Administrative Agent may resign as at any time, effective upon the appointment and acceptance of a successor Administrative Agent upon thirty as provided below, by giving at least five (5) days’ written notice thereof to each Lender and the LendersBorrower. If Upon any such resignation, the Lenders acting jointly shall appoint a successor Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents (or as Administrative Agent for the Secured Parties under the Security Documents), then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent, with the consent of the Borrower (Borrower, such consent not to be unreasonably withheld withheld. Each of the Borrower and each Lender agree that it shall not unreasonably withhold or delayed)delay its approval of the appointment of a successor Administrative Agent. If no such successor Administrative Agent shall have been so appointed, and shall have accepted such appointment, within thirty (30) days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Secured Parties, appoint a successor Administrative Agent which successor Administrative Agent shall be either (i) a commercial bank organized under the laws of the -126- USActive 57310676.6USActive 60324964.3 United States or of any state thereof and have a combined capital and surplus of at least $50,000,000, (ii) a Lender or (iii) an Affiliate of such a bank or a Lender. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the Administrative Agent hereunder and or thereunder, as applicable. Effective upon such appointment and approval, the term “retiring Administrative Agent” shall mean such successor agent, and the former Administrative Agent’s rights, powers and duties as retiring Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to discharged from its duties and obligations under this Agreement, any holders of the Loans or any Secured Party. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Article IX XI shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. The Administrative Agent may be removed at any time with or without cause by the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of the Administrative Agent), provided that on the effectiveness of such removal the Secured Obligations owing to such Administrative Agent as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removed, the procedures set forth in this Section 9.09 shall apply in appointing a successor Administrative AgentAgreement.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon thirty days’ at any time by giving written notice thereof to the Lenders. If the Administrative Agent shall resign as Administrative Agent under this Agreement Lenders and the other Loan Documents (or as Administrative Agent for the Secured Parties under the Security Documents)Borrower. Upon any such resignation, then the Required Lenders shall appoint from among have the Lenders a successor agent for right to appoint, on behalf of the Borrower and the Lenders, which a successor agentAdministrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty days after the retiring Administrative Agent's giving notice of resignation, with then the retiring Administrative Agent may appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent. Notwithstanding anything herein to the contrary, so long as no Default has occurred and is continuing, each such successor Administrative Agent shall be subject to the prior written consent of the Borrower (such Borrower, which consent shall not to be unreasonably withheld or delayed)withheld. Such successor Administrative Agent shall be a commercial bank having capital and retained earnings of at least $500,000,000. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the Administrative Agent hereunder and or thereunder, as applicable. Effective upon such appointment and approval, the term “retiring Administrative Agent” shall mean such successor agent, and the former Administrative Agent’s rights, powers and duties as retiring Administrative Agent shall be terminated, without any discharged from its duties and obligations hereunder and under the other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement, any holders of the Loans or any Secured PartyLoan Documents. After any retiring Administrative Agent’s 's resignation hereunder as Administrative Agent, the provisions of this Article IX XI shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent hereunder and under this Agreement and the other Loan Documents. The Administrative Agent may be removed at any time with or without cause by the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of the Administrative Agent), provided that on the effectiveness of such removal the Secured Obligations owing to such Administrative Agent as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removed, the procedures set forth in this Section 9.09 shall apply in appointing a successor Administrative Agent.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon thirty days’ at any time by giving written notice thereof to the Lenders. If the Administrative Agent shall resign as Administrative Agent under this Agreement Lenders and the other Loan Documents (or as Administrative Agent for the Secured Parties under the Security Documents)Borrower. Upon any such resignation, then the Required Lenders shall appoint from among have the Lenders a successor agent for right to appoint, on behalf of the Borrower and the Lenders, which a successor agentAdministrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty days after the retiring Administrative Agent’s giving notice of resignation, with then the consent retiring Administrative Agent may appoint, on behalf of the Borrower (and the Lenders, a successor Administrative Agent. Notwithstanding anything herein to the contrary, so long as no Default has occurred and is continuing, each such consent successor Administrative Agent shall be subject to approval by the Borrower, which approval shall not to be unreasonably withheld or delayed)withheld. Such successor Administrative Agent shall be a commercial bank having capital and retained earnings of at least $500,000,000. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the Administrative Agent hereunder and or thereunder, as applicable. Effective upon such appointment and approval, the term “retiring Administrative Agent” shall mean such successor agent, and the former Administrative Agent’s rights, powers and duties as retiring Administrative Agent shall be terminated, without any discharged from its duties and obligations hereunder and under the other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement, any holders of the Loans or any Secured PartyLoan Documents. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article IX XI shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent hereunder and under this Agreement and the other Loan Documents. The Administrative Agent may not be removed at any time with or without cause by the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of the Administrative Agent), provided that on the effectiveness of such removal the Secured Obligations owing to such Administrative Agent as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removed, the procedures set forth in this Section 9.09 shall apply in appointing a successor Administrative Agentits prior written consent.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon thirty days’ at any time by giving written notice thereof to the Lenders. If the Administrative Agent shall resign as Administrative Agent under this Agreement Lenders and the other Loan Documents (or as Administrative Agent for the Secured Parties under the Security Documents)Company. Upon any such resignation, then the Required Lenders shall appoint from among have the Lenders a successor agent for right to appoint, on behalf of the Borrowers and the Lenders, which a successor agentAdministrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty days after the retiring Administrative Agent's giving notice of resignation, with then the consent retiring Administrative Agent may appoint, on behalf of the Borrower (Borrowers and the Lenders, a successor Administrative Agent. Notwithstanding anything herein to the contrary, so long as no Default has occurred and is continuing, each such consent successor Administrative Agent shall be subject to approval by the Company, which approval shall not to be unreasonably withheld or delayed)withheld. Such successor Administrative Agent shall be a commercial bank having capital and retained earnings of at least $500,000,000. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the Administrative Agent hereunder and or thereunder, as applicable. Effective upon such appointment and approval, the term “retiring Administrative Agent” shall mean such successor agent, and the former Administrative Agent’s rights, powers and duties as retiring Administrative Agent shall be terminated, without any discharged from its duties and obligations hereunder and under the other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement, any holders of the Loans or any Secured PartyLoan Documents. After any retiring Administrative Agent’s 's resignation hereunder as Administrative Agent, the provisions of this Article IX XII shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent hereunder and under this Agreement and the other Loan Documents. The Administrative Agent may be removed at any time with or without cause by the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of the Administrative Agent), provided that on the effectiveness of such removal the Secured Obligations owing to such Administrative Agent as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removed, the procedures set forth in this Section 9.09 shall apply in appointing a successor Administrative Agent.

Successor Administrative Agent. The Administrative Agent may resign at any time, effective upon the appointment and acceptance of a successor Administrative Agent as provided below, by giving at least five days’ written notice thereof to each Lender and the Borrower and may be removed at any time with cause by the Lenders acting jointly. Upon any such resignation or removal, the Lenders acting jointly shall appoint a successor Administrative Agent reasonably acceptable to the Borrower. Each Lender agrees that it shall not unreasonably withhold or delay its approval of the appointment of a successor Administrative Agent. If no such successor Administrative Agent shall have been so appointed, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation or the removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Secured Parties, appoint a successor Administrative Agent which successor Administrative Agent shall be either (i) a commercial bank or other financial institution organized under the laws of the United States or of any state thereof and have a combined capital and surplus of at least $50,000,000 or (ii) an Affiliate of such a bank or financial institution. Upon the acceptance of any appointment as Administrative Agent upon thirty days’ notice to the Lenders. If the hereunder by a successor Administrative Agent, such successor Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents (or as Administrative Agent for the Secured Parties under the Security Documents), then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent, with the consent of the Borrower (such consent not to be unreasonably withheld or delayed), shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the Administrative Agent hereunder and or thereunder, as applicable. Effective upon such appointment and approval, the term “retiring Administrative Agent” shall mean such successor agent, and the former Administrative Agent’s rights, powers and duties as retiring Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to discharged from its duties and obligations under this Agreement, any holders of the Loans or any Secured Party. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX XII shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan DocumentsAgreement. The Administrative Agent may be removed at any time with or without cause by the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of the Administrative Agent), provided that on the effectiveness of such removal the Secured Obligations owing to such Administrative Agent as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removed, the procedures set forth in this Section 9.09 shall apply in appointing a successor Administrative Agent.128

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon at any time by giving thirty (30) days’ ' prior written notice thereof to the Lenders. If Lenders and the Borrower, and the Administrative Agent shall resign as may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Borrower and the Administrative Agent under this Agreement and signed by the other Loan Documents (Requisite Lenders. Upon any such notice of resignation or as Administrative Agent for any such removal, the Secured Parties under the Security Documents), then the Required Requisite Lenders shall appoint from among have the Lenders right to select a successor agent for the Lenders, which successor agentAdministrative Agent, with the consent of the Borrower (such which consent shall not to be unreasonably withheld or delayed); provided, that the Borrower's consent shall not be required for the Requisite Lenders to appoint any Lender as the Administrative Agent or at any time that an Event of Default shall have occurred and be continuing. 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 powers, privileges and duties of the retiring or removed Administrative Agent hereunder and or thereunder, as applicable. Effective upon such appointment and approval, the term “Administrative Agent” shall mean such successor agent, and the former Administrative Agent’s rights, powers and duties as retiring or removed Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to discharged from its duties and obligations under this Agreement, any holders of the Loans or any Secured Party. After any retiring or removed Administrative Agent’s 's resignation or removal hereunder as the Administrative Agent, the provisions of this Article IX Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under this Agreement and the other Loan Documents. The Administrative Agent may be removed at any time with or without cause by the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of the Administrative Agent), provided that on the effectiveness of such removal the Secured Obligations owing to such Administrative Agent as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removed, the procedures set forth in this Section 9.09 shall apply in appointing a successor Administrative AgentAgreement.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon thirty days’ at any time by giving written notice thereof to the Lenders. If the Administrative Agent shall resign as Administrative Agent under this Agreement Lenders and the other Loan Documents (or as Administrative Agent for the Secured Parties under the Security Documents)Borrower. Upon any such resignation, then the Required Lenders shall have the right to appoint from among the Lenders a successor agent for Administrative Agent, which shall be reasonably satisfactory to the Borrower. If no successor Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment, within thirty (30) days after the retiring Administrative Agent’s giving of notice of resignation, the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which successor agent, with shall be a commercial bank organized under the consent laws of the Borrower (United States or of any State thereof and having a combined capital and surplus of a least $100,000,000, and which shall be reasonably satisfactory to the Borrower. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such consent not to be unreasonably withheld or delayed), successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the Administrative Agent hereunder and or thereunder, as applicable. Effective upon such appointment and approval, the term “retiring Administrative Agent” shall mean such successor agent, and the former Administrative Agent’s rights, powers and duties as retiring Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to discharged from its duties and obligations under this Agreement, any holders of the Loans or any Secured Party. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article IX VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan DocumentsAgreement. The Administrative Agent may be removed at any time with or without cause by the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of the Administrative Agent), provided that on Upon the effectiveness of the retirement of any Administrative Agent, the retiring Administrative Agent may, at its option, (i) transfer the management of the Term Letter of Credit Account to the successor Administrative Agent or (ii) close the Term Letter of Credit Account upon the establishment of a new Term Letter of Credit Account with the successor Administrative Agent (and the successor Administrative Agent shall establish such removal new account) and transfer all amounts on deposit in the Secured Obligations owing Term Letter of Credit Account to such Administrative Agent as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removed, the procedures set forth in this Section 9.09 shall apply in appointing a successor Administrative Agentnew account.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon thirty 30 days’ notice to the Lenders. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents (or as Administrative Agent for the Secured Parties under the Security Documents), then the Required Lenders shall appoint from among the Lenders a successor agent Administrative Agent for the Lenders, which successor agentAdministrative Agent shall be subject to approval by the Borrower, with the consent of the Borrower (whereupon such consent not to be unreasonably withheld or delayed), successor Administrative Agent shall succeed to the rights, powers and duties of the Administrative Agent hereunder Agent, and or thereunder, as applicable. Effective upon such appointment and approval, the term “Administrative Agent” shall mean such successor agentAdministrative 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, Agreement or any holders of the Revolving Credit Loans or any Secured Partyother Obligations. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Article IX 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. The If no successor Administrative Agent may be removed at any time with or without cause has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of such Administrative Agent hereunder until such time, if any, as the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of the Administrative Agent), provided that on the effectiveness of such removal the Secured Obligations owing to such Administrative Agent as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removed, the procedures set forth in this Section 9.09 shall apply in appointing appoint a successor Administrative Agentagent as provided for above.

Successor Administrative Agent. The Administrative Agent may resign ------------------------------ or be removed as Administrative Agent upon thirty 30 days’ ' prior notice to the Borrower and the Lenders. The Administrative Agent may be removed by the written consent of the Majority Lenders. If the Administrative Agent shall resign or be removed as Administrative Agent under this Agreement and the other Loan Documents (or as Administrative Agent for the Secured Parties under the Security Documents)Revolving Notes, then the Required Majority Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agentagent shall be approved by the Borrower, or if the Majority Lenders cannot agree on a successor within 30 days from the notice of resignation by the Administrative Agent, the Administrative Agent may appoint a bank or trust company with the consent capital and surplus of the Borrower (at least $500,000,000 as successor Administrative Agent within 30 days thereafter, whereupon such consent not to be unreasonably withheld or delayed), successor agent shall succeed to the rights, powers and duties of the Administrative Agent hereunder Agent, and or thereunder, as applicable. Effective the term "Administrative Agent" shall mean such successor agent effective upon such appointment and approval, the term “Administrative Agent” shall mean such successor agent, 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, Agreement or any holders of the Loans or any Secured PartyNotes. After any retiring Administrative Agent’s 's resignation or renewal as Administrative Agent, the provisions of this Article IX subsection shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan DocumentsAgreement. The Administrative Agent may be removed at any time with or without cause Resignation by the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of the Administrative Agent), provided that on the effectiveness of such removal the Secured Obligations owing to such Administrative Agent as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removedshall become effective upon appointment of, the procedures set forth in this Section 9.09 shall apply in appointing and acceptance by, a successor Administrative Agent, or the passage of the applicable periods without appointment of a successor.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon thirty days’ at any time by giving written notice thereof to the Lenders. If the Administrative Agent shall resign as Administrative Agent under this Agreement Lenders and the other Loan Documents (or as Administrative Agent for the Secured Parties under the Security Documents)Borrower. Upon any such resignation, then the Required Lenders shall appoint from among have the Lenders a successor agent for right to appoint, on behalf of the Borrower and the Lenders, which a successor agentAdministrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty days after the retiring Administrative Agent's giving notice of resignation, with then the consent retiring Administrative Agent may appoint, on behalf of the Borrower (and the Lenders, a successor Administrative Agent. Notwithstanding anything herein to the contrary, so long as no Default has occurred and is continuing, each such consent successor Administrative Agent shall be subject to approval by the Borrower, which approval shall not to be unreasonably withheld or delayed)withheld. Such successor Administrative Agent shall be a commercial bank having capital and retained earnings of at least $500,000,000. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the Administrative Agent hereunder and or thereunder, as applicable. Effective upon such appointment and approval, the term “retiring Administrative Agent” shall mean such successor agent, and the former Administrative Agent’s rights, powers and duties as retiring Administrative Agent shall be terminated, without any discharged from its duties and obligations hereunder and under the other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement, any holders of the Loans or any Secured PartyLoan Documents. After any retiring Administrative Agent’s 's resignation hereunder as Administrative Agent, the provisions of this Article IX XI shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent hereunder and under this Agreement and the other Loan Documents. The Administrative Agent may be removed at any time with or without cause by the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of the Administrative Agent), provided that on the effectiveness of such removal the Secured Obligations owing to such Administrative Agent as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removed, the procedures set forth in this Section 9.09 shall apply in appointing a successor Administrative Agent.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon thirty days’ ' notice to the LendersBanks, and may be removed at any time with or without cause by the Required Banks. If Upon any resignation or removal of the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents (or as Administrative Agent for the Secured Parties under the Security Documents)Agent, then the Required Lenders Banks shall appoint from among the Lenders Banks a successor agent Administrative Agent for the LendersBanks, which successor agent, with Administrative Agent shall be approved by the consent Company. If no successor Administrative Agent shall have been so approved by the Company and shall have accepted such appointment within thirty days after the resignation of the Borrower Administrative Agent, then in place or the Required Banks' removal of the retiring Administrative Agent, such retiring Administrative Agent may, on behalf of the Banks, appoint a successor Administrative Agent (which shall be a commercial bank or trust company organized or licensed under the laws of Canada or any province thereof) which appointment shall be subject to the approval of the Company such consent approval not to be unreasonably withheld or delayed)withheld. Upon the acceptance of any appointment as Administrative Agent hereunder, such successor Administrative Agent shall succeed to the rights, powers and duties of the Administrative Agent hereunder and or thereunder, as applicable. Effective upon such appointment and approval, the term “Administrative Agent” "ADMINISTRATIVE AGENT" shall mean such successor agentagent effective upon its appointment, 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, Agreement or any holders of the Loans or any Secured Partyobligations owing hereunder. After any retiring Administrative Agent’s 's resignation or removal as Administrative Agent, the provisions of this Article IX Section 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. The Administrative Agent may be removed at any time with or without cause by the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of the Administrative Agent), provided that on the effectiveness of such removal the Secured Obligations owing to such Administrative Agent as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removed, the procedures set forth in this Section 9.09 shall apply in appointing a successor Administrative AgentAgreement.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon thirty days’ (30) days notice to the LendersBanks. If the Administrative Agent shall resign as Administrative Agent resigns under this Agreement and Agreement, the other Loan Documents (or as Administrative Agent for the Secured Parties under the Security Documents), then the Required Lenders Majority Banks shall appoint from among the Lenders Banks a successor administrative agent for the LendersBanks, which successor agent, with administrative agent shall be consented to by the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower (such consent shall not to be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Banks and the Borrower, a successor administrative agent from among the Banks. Upon the acceptance of its appointment as successor administrative agent hereunder, the Person acting as such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent hereunder and or thereunder, as applicable. Effective upon such appointment and approval, the term “"Administrative Agent” " shall mean such successor administrative agent, and the former retiring Administrative Agent’s rights's appointment, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement, any holders of the Loans or any Secured Party. After any retiring Administrative Agent’s 's resignation hereunder as Administrative Agent, the provisions of this Article IX XIII and Sections 14.5 and 14.6 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 Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is thirty (30) days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the other Loan Documents. The Administrative Agent may be removed at any time with or without cause by Banks shall perform all of the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount duties of the Administrative Agent)Agent hereunder until such time, provided that on if any, as the effectiveness of such removal the Secured Obligations owing to such Administrative Agent as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removed, the procedures set forth in this Section 9.09 shall apply in appointing Majority Banks appoint a successor Administrative Agentagent as provided for above.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon thirty days’ at any time by giving written notice thereof to the Lenders. If the Administrative Agent shall resign as Administrative Agent under this Agreement Lenders and the other Loan Documents (or as Administrative Agent for the Secured Parties under the Security Documents)Borrower. Upon any such resignation, then the Required Lenders shall have the right to appoint from among the Lenders a successor agent for Administrative Agent, which shall be reasonably satisfactory to the Borrower. If no successor Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment, within thirty (30) days after the retiring Administrative Agent’s giving of notice of resignation, the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which successor agent, with shall be a commercial bank organized under the consent laws of the Borrower (United States or of any State thereof and having a combined capital and surplus of a least $100,000,000, and which shall be reasonably satisfactory to the Borrower. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such consent not to be unreasonably withheld or delayed), successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the Administrative Agent hereunder and or thereunder, as applicable. Effective upon such appointment and approval, the term “retiring Administrative Agent” shall mean such successor agent, and the former Administrative Agent’s rights, powers and duties as retiring Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to discharged from its duties and obligations under this Agreement, any holders of the Loans or any Secured Party. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article IX VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan DocumentsAgreement. The Administrative Agent may be removed at any time with or without cause by the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of the Administrative Agent), provided that on Upon the effectiveness of the retirement of 120 any Administrative Agent, the retiring Administrative Agent may, at its option, (i) transfer the management of the Term Letter of Credit Account to the successor Administrative Agent or (ii) close the Term Letter of Credit Account upon the establishment of a new Term Letter of Credit Account with the successor Administrative Agent (and the successor Administrative Agent shall establish such removal new account) and transfer all amounts on deposit in the Secured Obligations owing Term Letter of Credit Account to such Administrative Agent as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removed, the procedures set forth in this Section 9.09 shall apply in appointing a successor Administrative Agentnew account.

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 thirty days’ at any time by giving notice to the LendersLenders and IBM. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents (or as Administrative Agent for the Secured Parties under the Security Documents)Agreement, then the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, which successor agentadministrative agent shall be subject to the approval of IBM (which approval shall not be unreasonably withheld). If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent shall have given notice of its resignation, with then the consent retiring Administrative Agent may, on behalf of the Borrower Lenders, appoint a successor Administrative Agent from among the Lenders, which successor administrative agent shall be subject to the approval of IBM (such consent which approval shall not to be unreasonably withheld or delayedwithheld). Upon the acceptance of any appointment as Administrative Agent hereunder by a permitted successor, such successor administrative agent shall succeed to the rightsfights, powers and duties of the Administrative Agent hereunder Agent, and or thereunder, as applicable. Effective the term "Administrative Agent" shall mean such successor administrative agent effective upon such appointment and approval, the term “Administrative Agent” shall mean such successor agent, 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 pan of such former Administrative Agent or any of the parties to this Agreement, Agreement or any holders of the Loans or any Secured Partyobligations owing hereunder. After any retiring Administrative Agent’s 's resignation as Administrative Agent, the provisions of this Article IX Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. The Administrative Agent may be removed at any time with or without cause by the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of the Administrative Agent), provided that on the effectiveness of such removal the Secured Obligations owing to such Administrative Agent as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removed, the procedures set forth in this Section 9.09 shall apply in appointing a successor Administrative AgentAgreement.

Successor Administrative Agent. The Administrative Agent may resign as the Administrative Agent upon thirty 30 days’ notice to the LendersLenders and to the Company, which resignation shall become effective once the successor Administrative Agent succeeds to the rights, duties and obligations of the Administrative Agent hereunder. If the Administrative Agent shall resign as Administrative Agent resigns under this Agreement and the other Loan Documents (or as Administrative Agent for the Secured Parties under the Security Documents)Agreement, then the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, which successor agent, with the consent approval of the Borrower Company at all times other than during the existence of a Material Event of Default (such consent which approval of the Company shall not to be unreasonably withheld withheld, conditioned or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Company, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, the Person acting as such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent hereunder and or thereunder, as applicable. Effective upon such appointment and approval, the term “Administrative Agent” shall mean means such successor agent, administrative agent and the former retiring Administrative Agent’s rightsappointment, 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, any holders of the Loans or any Secured Party. After any retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Article IX XI and Sections 12.04 and 12.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under this Agreement and the other Loan Documents. The Administrative Agent may be removed at any time with or without cause by the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of the Administrative Agent), provided that on the effectiveness of such removal the Secured Obligations owing to such Administrative Agent as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removed, the procedures set forth in this Section 9.09 shall apply in appointing a successor Administrative AgentAgreement.

Successor Administrative Agent. The Subject to the appointment and acceptance of a successor Administrative Agent as provided below, the Administrative Agent may resign as at any time by giving written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Majority Lenders shall have the right to appoint a successor Administrative Agent upon thirty days’ notice to the Lenders. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents (or as Administrative Agent for the Secured Parties under the Security Documents), then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent, with the consent of the Borrower if no Event of Default then exists). If no successor Administrative Agent shall have been so appointed by the Majority Lenders, and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be any Lender or a Person organized under the laws of the United States of America, a State or any political subdivision thereof. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such consent not to be unreasonably withheld or delayed), successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges, duties, and duties obligations of the Administrative Agent hereunder and or thereunder, as applicable. Effective upon such appointment and approval, the term “retiring Administrative Agent” shall mean such successor agent, and the former Administrative Agent’s rights, powers and duties as retiring Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement, any holders of the Loans or any Secured Partydischarged from its duties and obligations hereunder. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article IX 10 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. The Administrative Agent may be removed at any time with or without cause by the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of acting as the Administrative Agent), provided that on the effectiveness of such removal the Secured Obligations owing to such Administrative Agent as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removed, the procedures set forth in this Section 9.09 shall apply in appointing a successor Administrative Agent.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon thirty days’ at any time by giving written notice thereof to the Lenders. If the Administrative Agent shall resign as Administrative Agent under this Agreement Lenders and the other Loan Documents (or as Administrative Agent for the Secured Parties under the Security Documents)Company. Upon any such resignation, then the Required Lenders shall appoint from among have the Lenders a successor agent for right to appoint, on behalf of the Borrowers and the Lenders, which a successor agentAdministrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent’s giving notice of resignation, with then the consent retiring Administrative Agent may appoint, on behalf of the Borrower (Borrowers and the Lenders, a successor Administrative Agent. Notwithstanding anything herein to the contrary, so long as no Default has occurred and is continuing, each such consent successor Administrative Agent shall be subject to approval by the Company, which approval shall not to be unreasonably withheld or delayed). Such successor Administrative Agent shall be a commercial bank having capital and retained earnings of at least $500,000,000. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the Administrative Agent hereunder and or thereunder, as applicable. Effective upon such appointment and approval, the term “retiring Administrative Agent” shall mean such successor agent, and the former Administrative Agent’s rights, powers and duties as retiring Administrative Agent shall be terminated, without any discharged from its duties and obligations hereunder and under the other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement, any holders of the Loans or any Secured PartyLoan Documents. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article IX XI shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent hereunder and under this Agreement and the other Loan Documents. The Administrative Agent may be removed at any time with or without cause by the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of the Administrative Agent), provided that on the effectiveness of such removal the Secured Obligations owing to such Administrative Agent as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removed, the procedures set forth in this Section 9.09 shall apply in appointing a successor Administrative Agent11.12.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon thirty at least 30 days’ ' prior notice to the Lenders. If Lenders and the Borrower, such resignation to be effective upon the acceptance of a successor Administrative Agent to its appointment as Administrative Agent. In the event the Bank sells all of its Commitment and Revolving Loans as part of a sale, transfer or other disposition by the Bank of substantially all of its loan portfolio, the Bank shall resign as Administrative Agent and such purchaser or transferee shall become the successor Administrative Agent hereunder. Subject to the foregoing, if the Administrative Agent resigns under this Agreement and the other Loan Documents (or as Administrative Agent for the Secured Parties under the Security Documents)Agreement, then the Required Lenders shall appoint from among the Lenders a successor agent Administrative Agent for the Lenders. If no successor Administrative Agent is appointed prior to the effective date of the resignation of the Administrative Agent, which successor agentthe Administrative Agent may appoint, after consulting with the consent Lenders and the Borrower, a successor Administrative Agent from among the Lenders. Upon the acceptance of the Borrower (its appointment as successor Administrative Agent hereunder, such consent not to be unreasonably withheld or delayed), successor Administrative Agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent hereunder and or thereunder, as applicable. Effective upon such appointment and approval, the term “"Administrative Agent” " shall mean such successor agent, Administrative Agent and the former retiring Administrative Agent’s rights's appointment, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement, any holders of the Loans or any Secured Party. After any retiring Administrative Agent’s 's resignation hereunder as Administrative Agent, the provisions of this Article IX 12 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. The Administrative Agent may be removed at any time with or without cause by the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of the Administrative Agent), provided that on the effectiveness of such removal the Secured Obligations owing to such Administrative Agent as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removed, the procedures set forth in this Section 9.09 shall apply in appointing a successor Administrative AgentAgreement.

Successor Administrative Agent. The Administrative Agent may resign at any time, effective upon the appointment and acceptance of a successor Administrative Agent as provided below, by giving at least five days’ written notice thereof to each Purchaser Agent and the Seller and may be removed at any time with cause by the Purchaser Agents acting jointly. Upon any such resignation or removal, the Purchaser Agents and the Seller acting jointly shall appoint a successor Administrative Agent. Each of the Purchaser Agents and the Seller agrees that it shall not unreasonably withhold or delay its approval of the appointment of a successor Administrative Agent. If no such successor Administrative Agent shall have been so appointed, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation or the removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Secured Parties, appoint a successor Administrative Agent which successor Administrative Agent shall be either (i) a commercial bank organized under the laws of the United States or of any state thereof and have a combined capital and surplus of at least $50,000,000 or (ii) an Affiliate of such a bank. Upon the acceptance of any appointment as Administrative Agent upon thirty days’ notice to the Lenders. If the hereunder by a successor Administrative Agent, such successor Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents (or as Administrative Agent for the Secured Parties under the Security Documents), then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent, with the consent of the Borrower (such consent not to be unreasonably withheld or delayed), shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the Administrative Agent hereunder and or thereunder, as applicable. Effective upon such appointment and approval, the term “retiring Administrative Agent” shall mean such successor agent, and the former Administrative Agent’s rights, powers and duties as retiring Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to discharged from its duties and obligations under this Agreement, any holders of the Loans or any Secured Party. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative 140 Agent, the provisions of this Article IX XII shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. The Administrative Agent may be removed at any time with or without cause by the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of the Administrative Agent), provided that on the effectiveness of such removal the Secured Obligations owing to such Administrative Agent as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removed, the procedures set forth in this Section 9.09 shall apply in appointing a successor Administrative AgentAgreement.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time give written notice of its resignation to the Purchasers and Seller at least thirty (30) days prior to such date of resignation. Except as provided below, such resignation shall not become effective until the Purchasers shall have appointed, with, prior to the occurrence of an Amortization Event, the consent of ENS, to 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. If no such successor shall have been so appointed by the Purchasers and shall have accepted such appointment within ninety (90) days after the retiring Administrative Agent upon thirty days’ gives notice to the Lenders. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents of its resignation (or such earlier day as Administrative Agent for shall be agreed by the Secured Parties under Required Purchasers) (the Security Documents“Resignation Closing Date”), then the Required Lenders retiring Administrative Agent may (but shall not be obligated to) on behalf of the Purchasers, appoint from among the Lenders a successor agent for the Lenders, which successor agent, with the consent of the Borrower (such consent not to be unreasonably withheld or delayed), shall succeed to the rights, powers and duties of the Administrative Agent hereunder and meeting the qualifications set forth above. Whether or thereundernot a successor has been appointed, as applicablesuch resignation shall become effective in accordance with such notice on the Resignation Closing Date. Effective upon such appointment and approvalUpon resignation or replacement of any Administrative Agent in accordance with this Section 11.09, the term “Administrative Agent” shall mean such successor agent, and the former Administrative Agent’s rights, powers and duties as retiring Administrative Agent shall be terminated, without any other execute or further act or deed on authorize the part filing of such former Administrative Agent or any UCC-3 assignments and amendments, and assignments and amendments of the parties Transaction Documents, as may be necessary to this Agreement, any holders of the Loans or any Secured Partygive effect to its replacement by a successor Administrative Agent. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article IX XI and Article XII 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. The Administrative Agent may be removed at any time with or without cause by the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of the Administrative Agent), provided that on the effectiveness of such removal the Secured Obligations owing to such Administrative Agent as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removed, the procedures set forth in this Section 9.09 shall apply in appointing a successor Administrative AgentAgreement.

Successor Administrative Agent. The Administrative Agent may resign as at any time, effective upon the appointment and acceptance of a successor Administrative Agent upon thirty as provided below, by giving at least five (5) days’ ' written notice thereof to the Lenders. If the Administrative Agent shall resign as Administrative Agent under this Agreement each Lender and the other Loan Documents (Borrower and may be removed at any time with cause by the Lenders acting jointly. Upon any such resignation or as Administrative Agent for the Secured Parties under the Security Documents)removal, then the Required Lenders shall appoint from among the Lenders a successor agent for Administrative Agent, subject to the Lenders, which successor agent, with approval of the consent Borrower or the Servicer on behalf of the Borrower (which approval shall not be (i) unreasonably withheld, conditioned or delayed or (ii) required at any time during the continuance of an Event of Default or after the declaration or automatic occurrence of the Facility Maturity Date). Each Lender agrees that it shall not unreasonably withhold or delay its approval of the appointment of a successor Administrative Agent. If no such consent not to successor Administrative Agent shall have been so appointed, and shall have accepted such appointment, within thirty (30) days after the retiring Administrative Agent's giving of notice of resignation or the removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Secured Parties, appoint a successor Administrative Agent which successor Administrative Agent shall be unreasonably withheld either (x) a commercial bank organized under the laws of the United States or delayed)of any state thereof and have a combined capital and surplus of at least $50,000,000 or (y) an Affiliate of such a bank. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the Administrative Agent hereunder and or thereunder, as applicable. Effective upon such appointment and approval, the term “retiring Administrative Agent” shall mean such successor agent, and the former Administrative Agent’s rights, powers and duties as retiring Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to discharged from its duties and obligations under this Agreement, any holders of the Loans or any Secured Party. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative Agent, the provisions of this Article IX shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. The Administrative Agent may be removed at any time with or without cause by the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of the Administrative Agent), provided that on the effectiveness of such removal the Secured Obligations owing to such Administrative Agent as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removed, the procedures set forth in this Section 9.09 shall apply in appointing a successor Administrative AgentAgreement.

Successor Administrative Agent. The Administrative Agent may may, and at the request of the Majority Banks shall, resign as Administrative Agent upon thirty 30 days’ ' notice to the LendersBanks. If the Administrative Agent shall resign as Administrative Agent under this Agreement and Agreement, the other Loan Documents (or as Administrative Agent for the Secured Parties under the Security Documents), then the Required Lenders Majority Banks shall appoint from among the Lenders Banks a successor agent for the Lenders, Banks which successor agentagent shall be approved by the Company. If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the consent Banks and the Company, a successor agent from among the Banks. Upon the acceptance of the Borrower (its appointment as successor agent hereunder, such consent not to be unreasonably withheld or delayed), successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent hereunder and or thereunder, as applicable. Effective upon such appointment and approval, the term “"Administrative Agent” " shall mean such successor agent, agent and the former retiring Administrative Agent’s rights's appointment, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement, any holders of the Loans or any Secured Party. After any retiring Administrative Agent’s 's resignation hereunder as Administrative 106 Agent, the provisions of this Article IX Section 9 and Sections 10.4 and 10.5 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement Agreement. If no successor agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the other Loan Documents. The Administrative Agent may be removed at any time with or without cause by Banks shall perform all of the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount duties of the Administrative Agent)Agent hereunder until such time, provided that on if any, as the effectiveness of such removal the Secured Obligations owing to such Administrative Agent as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removed, the procedures set forth in this Section 9.09 shall apply in appointing Majority Banks appoint a successor Administrative Agentagent as provided for above.

Successor Administrative Agent. The Administrative Agent may resign at any time, effective upon the appointment and acceptance of a successor Administrative Agent as provided below, by giving at least five (5) days’ written notice thereof to each Lender and the Borrower and may be removed at any time with cause by the Lenders acting jointly. Upon any such resignation or removal, the Lenders acting jointly shall appoint a successor Administrative Agent reasonably acceptable to the Borrower. Each Lender agrees that it shall not unreasonably withhold or delay its approval of the appointment of a successor Administrative Agent. If no such successor Administrative Agent shall have been so appointed, and shall have accepted such appointment, within thirty (30) days after the retiring Administrative Agent’s giving of notice of resignation or the removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Secured Parties, appoint a successor Administrative Agent which successor Administrative Agent shall be either (i) a commercial bank or other financial institution organized under the laws of the United States or of any state thereof and have a combined capital and surplus of at least $50,000,000 or (ii) an Affiliate of such a bank or financial institution. Upon the acceptance of any appointment as Administrative Agent upon thirty days’ notice to the Lenders. If the hereunder by a successor Administrative Agent, such successor Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents (or as Administrative Agent for the Secured Parties under the Security Documents), then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent, with the consent of the Borrower (such consent not to be unreasonably withheld or delayed), shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the Administrative Agent hereunder and or thereunder, as applicable. Effective upon such appointment and approval, the term “retiring Administrative Agent” shall mean such successor agent, and the former Administrative Agent’s rights, powers and duties as retiring Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to discharged from its duties and obligations under this Agreement, any holders of the Loans or any Secured Party. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX XII shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. The Administrative Agent may be removed at any time with or without cause by the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of the Administrative Agent), provided that on the effectiveness of such removal the Secured Obligations owing to such Administrative Agent as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removed, the procedures set forth in this Section 9.09 shall apply in appointing a successor Administrative AgentAgreement.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon thirty days’ at any time by giving written notice thereof to the Lenders. If the Administrative Agent shall resign as Administrative Agent under this Agreement Lenders and the other Loan Documents (or as Administrative Agent for the Secured Parties under the Security Documents)Company. Upon any such resignation, then the Required Lenders shall appoint from among have the Lenders a successor agent for right to appoint, on behalf of the Borrowers and the Lenders, which a successor agentAdministrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 101 thirty days after the retiring Administrative Agent's giving notice of resignation, with then the consent retiring Administrative Agent may appoint, on behalf of the Borrower (Borrowers and the Lenders, a successor Administrative Agent. Notwithstanding anything herein to the contrary, so long as no Default has occurred and is continuing, each such consent successor Administrative Agent shall be subject to approval by the Company, which approval shall not to be unreasonably withheld or delayed). Such successor Administrative Agent shall be a commercial bank having capital and retained earnings of at least $500,000,000. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the Administrative Agent hereunder and or thereunder, as applicable. Effective upon such appointment and approval, the term “retiring Administrative Agent” shall mean such successor agent, and the former Administrative Agent’s rights, powers and duties as retiring Administrative Agent shall be terminated, without any discharged from its duties and obligations hereunder and under the other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement, any holders of the Loans or any Secured PartyLoan Documents. After any retiring Administrative Agent’s 's resignation hereunder as Administrative Agent, the provisions of this Article IX XII shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent hereunder and under this Agreement and the other Loan Documents. The Administrative Agent may be removed at any time with or without cause by the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of the Administrative Agent), provided that on the effectiveness of such removal the Secured Obligations owing to such Administrative Agent as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removed, the procedures set forth in this Section 9.09 shall apply in appointing a successor Administrative Agent.

Successor Administrative Agent. The Administrative Agent may resign as at any time, effective upon the appointment and acceptance of a successor Administrative Agent upon thirty as provided below, by giving at least five (5) days’ written notice thereof to each Lender and the LendersBorrower and may be removed at any time with cause by the Lenders acting jointly. If Upon any such resignation or removal, the Lenders acting jointly shall appoint a successor Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents (or as Administrative Agent for the Secured Parties under the Security Documents), then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent, with the consent of the Borrower (Borrower, such consent not to be unreasonably withheld withheld. Each of the Borrower and each Lender agree that it shall not unreasonably withhold or delayed)delay its approval of the appointment of a successor Administrative Agent. If no such successor Administrative Agent shall have been so appointed, and shall have accepted such appointment, within thirty (30) days after the retiring Administrative Agent’s giving of notice of resignation or the removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Secured Parties, appoint a successor Administrative Agent which successor Administrative Agent shall be either (i) a commercial bank organized under the laws of the United States or of any state thereof and have a combined capital and surplus of at least $50,000,000 or (ii) an Affiliate of such a bank. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the Administrative Agent hereunder and or thereunder, as applicable. Effective upon such appointment and approval, the term “retiring Administrative Agent” shall mean such successor agent, and the former Administrative Agent’s rights, powers and duties as retiring Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to discharged from its duties and obligations under this Agreement, any holders of the Loans or any Secured Party. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX ARTICLE XI shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. The Administrative Agent may be removed at any time with or without cause by the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of the Administrative Agent), provided that on the effectiveness of such removal the Secured Obligations owing to such Administrative Agent as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removed, the procedures set forth in this Section 9.09 shall apply in appointing a successor Administrative AgentAgreement.

Successor Administrative Agent. The Administrative Agent may resign as the Administrative Agent upon thirty 30 days’ notice to the Lenders. If the Administrative Agent shall resign as Administrative Agent resigns under this Agreement and Agreement, the other Loan Documents (or as Administrative Agent for the Secured Parties under the Security Documents), then the Required Majority Lenders shall appoint from among the Lenders a successor administrative agent reasonably satisfactory to the Company in the same capacity as the retiring Administrative Agent for the Lenders. If no successor administrative agent is appointed prior to the effective date of the resignation of such retiring Administrative Agent, which successor agentsuch retiring Administrative Agent may appoint, after consulting with the consent Lenders, a successor administrative agent from among the Lenders. Upon the acceptance of the Borrower (its appointment as successor administrative agent hereunder, such consent not to be unreasonably withheld or delayed), successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent hereunder and or thereunder, as applicable. Effective upon such appointment and approval, the term “Administrative Agent” shall mean such successor agent, administrative agent and the former retiring Administrative Agent’s rightsappointment, 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, any holders of the Loans or any Secured Party. After any retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Article IX X and Sections 11.04 and 11.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under this Agreement and the other Loan Documents. The Administrative Agent may be removed at any time with or without cause by the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of the Administrative Agent), provided that on the effectiveness of such removal the Secured Obligations owing to such Administrative Agent as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise securedAgreement. If no successor administrative agent has accepted appointment as the Administrative Agent in the same capacity as the retiring Administrative Agent by the date which is removed30 days following a retiring Administrative Agent’s notice of resignation, the procedures set forth in this Section 9.09 retiring Administrative Agent shall apply in appointing either withdraw its resignation or may appoint as a successor Administrative Agentadministrative agent a commercial Lender organized under the laws of the United States of America or of any State thereof having a commercial capital surplus of at least $500,000,000.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon thirty days’ at any time by giving written notice thereof to the Lenders and the U.S. FIFTH AMENDED AND RESTATED CREDIT AGREEMENT FMC CORPORATION 94 Borrower and may be removed at any time with or without cause by the Required Lenders. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents (Upon any such resignation or as Administrative Agent for the Secured Parties under the Security Documents)removal, then the Required Lenders shall have the right to appoint from among the Lenders a successor agent for the Lenders, which successor agent, Administrative Agent with the consent of the Borrower (such U.S. Borrower, which consent shall not to be unreasonably withheld withheld. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation or delayed)the Required Lenders’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders appoint a successor Administrative Agent, which shall be an Eligible Assignee and a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $50,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the Administrative Agent hereunder and or thereunder, as applicable. Effective upon such appointment and approval, the term “retiring Administrative Agent” shall mean such successor agent, and the former Administrative Agent’s rights, powers and duties as retiring Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to discharged from its duties and obligations under this Agreement, any holders of the Loans or any Secured Party. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX VIII (The Administrative Agent) 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 DocumentsAgreement. The Administrative Agent may be removed at any time with or without cause by the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of the Administrative Agent), provided that on the effectiveness of such removal the Secured Obligations owing to such Administrative Agent as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removed, the procedures set forth in this Section 9.09 shall apply in appointing a successor Administrative AgentSECTION 8.07.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon thirty days’ notice to the Lenders. If the Administrative Agent shall resign at any time as Administrative Agent under this Agreement the Loan Documents by giving written notice thereof to the Lenders and the other Loan Documents Borrower. Upon any such resignation, the Requisite Lender shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed in accordance with the immediately preceding sentence, and shall have accepted such appointment within thirty (or 30) days after the current Administrative Agent’s giving of notice of resignation, then the current Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a Lender, if any Lender shall be willing to serve, and otherwise shall be an Eligible Assignee. Upon the acceptance of any appointment as Administrative Agent for the Secured Parties under the Security Documents), then the Required Lenders shall appoint from among the Lenders hereunder by a successor agent for the LendersAdministrative Agent, which such successor agent, with the consent of the Borrower (such consent not to be unreasonably withheld or delayed), Administrative Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the Administrative Agent hereunder and or thereunder, as applicable. Effective upon such appointment and approval, the term “current Administrative Agent” shall mean such successor agent, and the former Administrative Agent’s rights, powers and duties as current Administrative Agent shall be terminated, without any other or further act or deed on discharged from its duties and obligations under the part of such former Administrative Agent or any of the parties to this Agreement, any holders of the Loans or any Secured PartyLoan Documents. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article IX Section 12 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. The Notwithstanding anything contained herein to the contrary, the Administrative Agent may be removed at assign its rights and duties under the Loan Documents to any time with or without cause of its affiliates by giving the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of the Administrative Agent), provided that on the effectiveness of such removal the Secured Obligations owing to such Administrative Agent as a Borrower and each Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removed, the procedures set forth in this Section 9.09 shall apply in appointing a successor Administrative Agentprior written notice.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon thirty days’ notice to the Lenders. If the Administrative Agent shall resign at any time with or without cause as Administrative Agent under this Agreement and the other Loan Documents (or by giving written notice thereof to Holders and may be removed as Administrative Agent for the Secured Parties under the Security DocumentsLoan Documents at any time with cause by Required Holders. Should the initial or any successor Administrative Agent ever cease to be a party hereto or should the initial or any successor Administrative Agent ever resign or be removed as Administrative Agent, then Required Holders shall elect the successor Administrative Agent from among the Holders (other than the resigning Administrative Agent). If no successor Administrative Agent shall have been so appointed by Required Holders, within 30 days after the retiring Administrative Agent's giving of notice of resignation or Required Holders' removal of the retiring Administrative Agent, then the Required Lenders shall retiring Administrative Agent may, on behalf of Holders, appoint from among the Lenders a successor agent for Administrative Agent. Upon the Lendersacceptance of any appointment as Administrative Agent under the Loan Documents by a successor Administrative Agent, which such successor agent, Administrative Agent shall thereupon succeed to and become vested with all the consent Rights of the Borrower (such consent not to be unreasonably withheld or delayed), shall succeed to the rights, powers and duties of the Administrative Agent hereunder and or thereunder, as applicable. Effective upon such appointment and approval, the term “retiring Administrative Agent” shall mean such successor agent, and the former Administrative Agent’s rights, powers and duties as retiring Administrative Agent shall be terminated, without any other or further act or deed on the part discharged from its duties and obligations of such former Administrative Agent or under the Loan Documents, and each Holder shall execute such documents as any of Holder may reasonably request to reflect such change in and under the parties to this Agreement, any holders of the Loans or any Secured PartyLoan Documents. After any retiring Administrative Agent’s 's resignation or removal as Administrative AgentAgent under the Loan Documents, the provisions of this Article IX Section 13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. The Administrative Agent may be removed at any time with or without cause by the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of the Administrative Agent), provided that on the effectiveness of such removal the Secured Obligations owing to such Administrative Agent as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removed, the procedures set forth in this Section 9.09 shall apply in appointing a successor Administrative Agent.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon thirty days’ at any time by giving written notice thereof to the Lenders. If the Administrative Agent shall resign as Administrative Agent under this Agreement Lenders and the other Loan Documents (or as Administrative Agent for the Secured Parties under the Security Documents)Borrowers. Upon any such resignation, then the Required Lenders shall appoint from among have the Lenders a successor agent for right to appoint, on behalf of the Borrowers and the Lenders, which a successor agentAdministrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty days after the retiring Administrative Agent's giving notice of resignation, with then the retiring Administrative Agent may appoint, on behalf of the Borrowers and the Lenders, a successor Administrative Agent. Notwithstanding anything herein to the contrary, so long as no Default has occurred and is continuing, each such successor Administrative Agent shall be subject to the prior written consent of the Borrower (such Borrowers, which consent shall not to be unreasonably withheld or delayed)withheld. Such successor Administrative Agent shall be a commercial bank having capital and retained earnings of at least $500,000,000. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the Administrative Agent hereunder and or thereunder, as applicable. Effective upon such appointment and approval, the term “retiring Administrative Agent” shall mean such successor agent, and the former Administrative Agent’s rights, powers and duties as retiring Administrative Agent shall be terminated, without any discharged from its duties and obligations hereunder and under the other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement, any holders of the Loans or any Secured PartyLoan Documents. After any retiring Administrative Agent’s 's resignation hereunder as Administrative Agent, the provisions of this Article IX XI shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent hereunder and under this Agreement and the other Loan Documents. The Administrative Agent may be removed at any time with or without cause by the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of the Administrative Agent), provided that on the effectiveness of such removal the Secured Obligations owing to such Administrative Agent as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removed, the procedures set forth in this Section 9.09 shall apply in appointing a successor 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 thirty days’ at any time by giving notice thereof to the Lenders. If Banks, the Auction Administration Agent and the Borrowers and the Administrative Agent shall resign as may be removed at any time with or without cause by Required Banks. Upon any such resignation or removal, Required Banks will have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by Required Banks and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent's giving of notice of resignation or the Required Banks' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Banks, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or any state thereof and having combined capital and surplus of at least One Hundred Million Dollars ($100,000,000). Upon the acceptance of its appointment as successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all rights, powers, privileges, immunities, and duties of the resigning or removed Administrative Agent, and the resigning or removed Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents (or as Administrative Agent for the Secured Parties under the Security Documents), then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent, with the consent of the Borrower (such consent not to be unreasonably withheld or delayed), shall succeed to the rights, powers and duties of the Administrative Agent hereunder and or thereunder, as applicable. Effective upon such appointment and approval, the term “Administrative Agent” shall mean such successor agent, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement, any holders of the Loans or any Secured Party. After any retiring Administrative Agent’s 's resignation or removal as Administrative Agent, the provisions of this Article IX XI shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. The Administrative Agent may be removed at any time with or without cause by the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of the Administrative Agent), provided that on the effectiveness of such removal the Secured Obligations owing to such Administrative Agent as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removed, the procedures set forth in this Section 9.09 shall apply in appointing a successor Administrative Agent.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon at least thirty days’ (30) days prior notice to the LendersLenders and the Borrowers, such resignation to be effective upon the acceptance of a successor agent to its appointment as Administrative Agent. If In the Administrative Agent event Bank of America sells all of its Commitment and Revolving Loans as part of a sale, transfer or other disposition by Bank of America of substantially all of its loan portfolio, Bank of America shall resign as Administrative Agent. If Administrative Agent resigns under this Agreement and Agreement, the other Loan Documents (or as Administrative Agent for the Secured Parties under the Security Documents), then the Required Majority Lenders shall appoint from among the Lenders a successor agent for the Lenders. If no successor agent is appointed prior to the effective date of the resignation of Administrative Agent, which successor agentAdministrative Agent may appoint, after consulting with the consent Lenders and the Borrowers, a successor agent from among the Lenders. Upon the acceptance of the Borrower (its appointment as successor agent hereunder, such consent not to be unreasonably withheld or delayed), successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent hereunder and or thereunder, as applicable. Effective upon such appointment and approval, the term “"Administrative Agent” " shall mean such successor agent, agent and the former retiring Administrative Agent’s rights's appointment, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement, any holders of the Loans or any Secured Party. After any retiring Administrative Agent’s 's resignation hereunder as Administrative Agent, the provisions of this Article IX 12 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. The Administrative Agent may be removed at any time with or without cause by the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of the Administrative Agent), provided that on the effectiveness of such removal the Secured Obligations owing to such Administrative Agent as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removed, the procedures set forth in this Section 9.09 shall apply in appointing a successor Administrative AgentAgreement.

Successor Administrative Agent. The Administrative Agent may resign at any time with or without cause as Administrative Agent upon thirty days’ notice to the Lenders. If the Administrative Agent shall resign under the Loan Documents by giving not less than 30 days written notice thereof to the Lenders and may be removed as the Administrative Agent under this Agreement and the other Loan Documents (at any time with cause by the Required Lenders. Should the initial or as any successor the Administrative Agent for ever cease to be a party hereto or should the Secured Parties under initial or any successor the Security Documents)Administrative Agent ever resign or be removed as the Administrative Agent, then the Required Lenders shall appoint elect the successor Administrative Agent from among the Lenders a (other than the resigning the Administrative Agent). If no successor agent for Administrative Agent shall have been so appointed by the Required Lenders, within 30 days after the retiring Administrative Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which successor agent, with shall be a commercial bank having a combined capital and surplus of at least $1,000,000,000. Upon the consent acceptance of the Borrower (such consent not to be unreasonably withheld or delayed), shall succeed to the rights, powers and duties of any appointment as the Administrative Agent hereunder and or thereunder, as applicable. Effective upon such appointment and approval, under the term “Loan Documents by a successor Administrative Agent” shall mean , such successor agentAdministrative Agent shall thereupon succeed to and become vested with all the Rights of the retiring Administrative Agent, and the former Administrative Agent’s rights, powers and duties as retiring Administrative Agent shall be terminated, without any other or further act or deed on the part discharged from its duties and obligations of such former Administrative Agent or under the Loan Documents, and each Lender shall execute such documents as any of Lender may reasonably request to reflect such change in and under the parties to this Agreement, any holders of the Loans or any Secured PartyLoan Documents. After any retiring Administrative Agent’s 's resignation or removal as Administrative AgentAgent under the Loan Documents, the provisions of this Article IX Section 12 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under this Agreement and the other Loan Documents. The Administrative Agent may be removed at any time with or without cause by the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of the Administrative Agent), provided that on the effectiveness of such removal the Secured Obligations owing to such Administrative Agent as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removed, the procedures set forth in this Section 9.09 shall apply in appointing a successor Administrative Agent.

Successor Administrative Agent. The Administrative Agent may resign as at any time, effective upon the appointment and acceptance of a successor Administrative Agent upon thirty as provided below, by giving at least ten (10) days’ written notice thereof to each Lender and the LendersBorrower. If Upon any such resignation, the Lenders acting jointly shall appoint a successor Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents (or as Administrative Agent for the Secured Parties under the Security Documents), then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent, with the consent of the Borrower (Borrower, such consent not to be unreasonably withheld withheld. Each of the Borrower and each Lender agree that it shall not unreasonably withhold or delayed)delay its approval of the appointment of a successor Administrative Agent. If no such successor Administrative Agent shall have been so appointed, and shall have accepted such appointment, within thirty (30) days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Secured Parties, appoint a successor Administrative Agent which successor Administrative Agent shall be either (i) a commercial bank organized under the laws of the United States or of any state thereof and have a combined capital and surplus of at least $5,000,000, (ii) a Lender or (iii) an Affiliate of such a bank or a Lender. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the Administrative Agent hereunder and or thereunder, as applicable. Effective upon such appointment and approval, the term “retiring Administrative Agent” shall mean such successor agent, and the former Administrative Agent’s rights, powers and duties as retiring Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to discharged from its duties and obligations under this Agreement, any holders of the Loans or any Secured Party. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Article IX XI shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. The Administrative Agent may be removed at any time with or without cause by the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of the Administrative Agent), provided that on the effectiveness of such removal the Secured Obligations owing to such Administrative Agent as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removed, the procedures set forth in this Section 9.09 shall apply in appointing a successor Administrative AgentAgreement.

Successor Administrative Agent. The Administrative Agent may may, ------------------------------ upon 15 days' notice to the Sellers, and the Administrative Agent will, at the direction of the Required APA Banks, resign as Administrative Agent; provided, -------- in either case, that such resignation shall not become effective until a successor Administrative Agent upon thirty days’ notice to has been appointed hereunder in accordance with the Lendersnext sentence. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents (or as Administrative Agent for Agreement, then the Secured Parties under the Security Documents), then the Required Lenders shall appoint from among the Lenders APA Banks a successor agent for the Lenders, which successor agent, with the consent of the Borrower (whereupon such consent not to be unreasonably withheld or delayed), successor agent shall succeed to the rights, powers and duties of the Administrative Agent hereunder Agent, and or thereunder, as applicable. Effective upon such appointment and approval, the term “"Administrative Agent” " shall mean such successor agent, effective upon its acceptance of such appointment and its delivery of a duly executed counterpart of this Agreement and an acknowledgment of such appointment to the APA Banks, 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, any holders of the Loans or any Secured Party. After any the retiring Administrative Agent’s 's resignation hereunder as Administrative Agent, the provisions of this Article IX III 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 DocumentsAgreement. The resigning Administrative Agent may shall be removed at any time with or without cause by entitled to compensation accrued up to the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount date of the Administrative Agent), provided that on the effectiveness of such removal the Secured Obligations owing to such resignation. The resigning Administrative Agent as a Lender are repaid in full and as an Issuing Bank are cash collateralized shall be liable (under the terms hereof) for its actions or otherwise secured. If inaction prior to the Administrative Agent is removed, the procedures set forth in this Section 9.09 shall apply in appointing a successor Administrative Agenteffective date of resignation.

Successor Administrative Agent. The Administrative Agent may be removed at the written direction of the Required Lenders to the extent the Administrative Agent is shown to be grossly negligent in the performance of its material obligations and/or duties hereunder or to have engaged in willful misconduct in the performance of such obligations and/or duties. The Administrative Agent may resign as Administrative Agent upon thirty (30) days’ notice to the LendersLenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent resigns or is otherwise removed under this Agreement and the other Loan Documents (or as Administrative Agent for the Secured Parties under the Security Documents)Agreement, then the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, which successor agentadministrative agent shall be consented to by the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld, conditioned or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation or removal of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders (and, in the case of a removal of the Administrative Agent, with the consent of the Borrower (Borrower, such consent not to be unreasonably withheld withheld, conditioned or delayed). Upon the acceptance of its appointment as successor administrative agent hereunder, the Person acting as such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent hereunder and or thereunder, as applicable. Effective upon such appointment and approval, the term “Administrative Agent” shall mean such successor agent, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement, any holders of the Loans or any Secured Party. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. The Administrative Agent may be removed at any time with or without cause by the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of the Administrative Agent), provided that on the effectiveness of such removal the Secured Obligations owing to such Administrative Agent as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removed, the procedures set forth in this Section 9.09 shall apply in appointing a successor Administrative Agent.

Successor Administrative Agent. The Administrative Agent may resign at any time, effective upon the appointment and acceptance of a successor Administrative Agent as provided below, by giving at least five (5) days' written notice thereof to the Purchaser Agent and the Seller and may be removed at any time with cause by the Purchaser Agent. Upon any such resignation or removal, the Purchaser Agent shall appoint a successor Administrative Agent. The Purchaser Agent agrees that it shall not unreasonably withhold or delay its approval of the appointment of a successor Administrative Agent. If no such successor Administrative 106 Agent shall have been so appointed, and shall have accepted such appointment, within thirty (30) days after the retiring Administrative Agent's giving of notice of resignation or the removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Secured Parties, appoint a successor Administrative Agent which successor Administrative Agent shall be either (i) a commercial bank organized under the laws of the United States or of any state thereof and have a combined capital and surplus of at least $50,000,000 or (ii) an Affiliate of such a bank. Upon the acceptance of any appointment as Administrative Agent upon thirty days’ notice to the Lenders. If the hereunder by a successor Administrative Agent, such successor Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents (or as Administrative Agent for the Secured Parties under the Security Documents), then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent, with the consent of the Borrower (such consent not to be unreasonably withheld or delayed), shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the Administrative Agent hereunder and or thereunder, as applicable. Effective upon such appointment and approval, the term “retiring Administrative Agent” shall mean such successor agent, and the former Administrative Agent’s rights, powers and duties as retiring Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to discharged from its duties and obligations under this Agreement, any holders of the Loans or any Secured Party. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative Agent, the provisions of this Article IX ARTICLE XII shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. The Administrative Agent may be removed at any time with or without cause by the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of the Administrative Agent), provided that on the effectiveness of such removal the Secured Obligations owing to such Administrative Agent as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removed, the procedures set forth in this Section 9.09 shall apply in appointing a successor Administrative AgentAgreement.

Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon at least thirty days’ (30) days prior notice to the LendersLenders and the Borrowers, such resignation to be effective upon the acceptance of a successor agent to its appointment as Administrative Agent. If In the Administrative Agent event Bank of America sells all of its Commitment and Revolving Loans as part of a sale, transfer or other disposition by Bank of America of substantially all of its loan portfolio, Bank of America shall resign as Administrative Agent and such purchaser or transferee shall become the successor Administrative Agent hereunder. Subject to the foregoing, if the Administrative Agent resigns under this Agreement and Agreement, the other Loan Documents (or as Administrative Agent for the Secured Parties under the Security Documents), then the Required Majority Lenders shall appoint from among the Lenders a successor agent for the Lenders. If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent, which successor agentthe Administrative Agent may appoint, after consulting with the consent Lenders and the Borrowers, a successor agent from among the Lenders. Upon the acceptance of the Borrower (its appointment as successor agent hereunder, such consent not to be unreasonably withheld or delayed), successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent hereunder and or thereunder, as applicable. Effective upon such appointment and approval, the term “"Administrative Agent” " shall mean such successor agent, agent and the former retiring Administrative Agent’s rights's appointment, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement, any holders of the Loans or any Secured Party. After any retiring Administrative Agent’s 's resignation hereunder as Administrative Agent, the provisions of this Article IX 12 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. The Administrative Agent may be removed at any time with or without cause by the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of the Administrative Agent), provided that on the effectiveness of such removal the Secured Obligations owing to such Administrative Agent as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removed, the procedures set forth in this Section 9.09 shall apply in appointing a successor Administrative AgentAgreement.

Successor Administrative Agent. The Administrative Agent may resign as at any time by giving sixty days’ written notice thereof to the Purchasers, the Managing Agents, the Seller, the Servicer and the Indenture Trustee. Upon any such resignation, the Purchasers shall have the right to appoint a successor Administrative Agent upon thirty days’ notice to approved by the Lenders. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents Seller (or as Administrative Agent for the Secured Parties under the Security Documents), then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent, with the consent of the Borrower (such consent approval will not to be unreasonably withheld or delayed). If no successor Administrative Agent shall have been so appointed and shall have accepted such appointment, within sixty days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Purchasers, appoint a successor Administrative Agent. If such successor Administrative Agent is not an Affiliate of the resigning Administrative Agent, such successor Administrative Agent shall be subject to the Seller’s prior written approval (which approval will not be unreasonably withheld or delayed). Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all of the rights, powers powers, privileges and duties of the Administrative Agent hereunder and or thereunder, as applicable. Effective upon such appointment and approval, the term “retiring Administrative Agent” shall mean such successor agent, and the former Administrative Agent’s rights, powers and duties as retiring Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to discharged from its duties and obligations under this Agreement, any holders of the Loans or any Secured Party. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article IX X shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent under this Agreement and the other Loan Documents. The Administrative Agent may be removed at any time with or without cause by the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of the Administrative Agent), provided that on the effectiveness of such removal the Secured Obligations owing to such Administrative Agent as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise secured. If the Administrative Agent is removed, the procedures set forth in this Section 9.09 shall apply in appointing a successor Administrative AgentAgreement.

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 thirty days’ at any time by giving notice thereof to the LendersLenders and the Borrowers. Upon any such resignation, the Required Lenders will have the right to appoint another Lender as a successor Administrative Agent. If the no successor Administrative Agent shall resign as have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent's giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the U.S. or any state thereof or of a foreign country if acting through its U.S. branch and having combined capital and surplus of at least $100,000,000. Upon the acceptance of its appointment as successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all rights, powers, privileges, immunities and duties of the resigning Administrative Agent, and the resigning Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents (or as Administrative Agent for the Secured Parties under the Security Documents), then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent, with the consent of the Borrower (such consent not to be unreasonably withheld or delayed), shall succeed to the rights, powers and duties of the Administrative Agent hereunder and or thereunder, as applicable. Effective upon such appointment and approval, the term “Administrative Agent” shall mean such successor agent, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement, any holders of the Loans or any Secured Party. After any retiring Administrative Agent’s 's resignation as Administrative Agent, the provisions of this Article IX 12 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was the Administrative Agent. Each Administrative Agent (including each successor Administrative Agent) agrees that, so long as it is acting as Administrative Agent under this Agreement and the other Loan Documents. The Administrative Agent may Agreement, it shall be removed at any time with or without cause by the Required Lenders (which for this purpose, shall not include the Loans or the Committed Amount of the Administrative Agent), provided that on the effectiveness of such removal the Secured Obligations owing to such Administrative Agent as a Lender are repaid in full and as an Issuing Bank are cash collateralized or otherwise securedunder this Agreement. If the Administrative Agent is removed, the procedures set forth in this Section 9.09 shall apply in appointing a successor Administrative Agent.[ ] ARTICLE 13